Annual Report

& Accounts 2024

Contents Highlights in 2024

Strategic report

At a glance 1

Croda’s centenary 2

Our business model 4

Our Purpose 7

Our culture and values 8

Chair’s statement 9

Chief Executive’s statement 11

Megatrends & market environment 14

Strategy 16

Key performance indicators 17

Business reviews 20

Finance review 25

Risk management 29

Long-term viability statement 36

TCFD 37

Non-financial and sustainability

information statement

Sales

£1,628.1m

2023: £1,694.5m

Sales growth (constant currency)

(0.8)%

2023: (18.5)%

Adjusted profit before tax (PBT)

£260.0m

2023: £308.8m

IFRS profit before tax (PBT)

£207.8m

2023: £236.3m

Land area saved (hectares)

163,402

2023: 183,123

Scope 1 & 2 emissions (TCO

111,831

2023: 104,463

Total Recordable Injury Rate

0.47

2023: 0.72

Ordinary full year dividend

110.0p

2023: 109.0p

Financial Non-financial

Governance

Chair’s introduction to Governance 51

Board biographies 52

Board activity in 2024 54

Engaging with stakeholders 56

Board leadership 60

Audit, risk and internal control 63

Nomination Committee report 65

Sustainability Oversight Committee report 68

Audit Committee report 69

Remuneration Committee report 74

Directors’ report 103

Financial statements

KPMG LLP’s Independent Auditor’s Report

107

Group Consolidated Statements

122

Group Accounting Policies

127

Notes to the Group Accounts

135

Company Financial Statements

163

Notes to the Company Financial

Statements

165

Other information

Related undertakings

169

Shareholder information

173

Five-year record

175

Glossary

177

Our reporting suite

Annual Report

and Accounts 2024

Sustainability Impact

Report 2024

Annual Report & Accounts 2024 Sustainability Impact Report 2024Croda Reporting Hub Reporting data pack 2024

Limited Assurance:∆ indicates where metrics have

been assured under ISAE (UK) 3000 and ISAE 3410

by KPMG. See www.croda.com/sustainability

for details.

Restatements: + indicates where metrics have been

restated. Details of the restatements are captured

on page 21 of the Sustainability Impact Report.

APMs: We use a number of Alternative Performance

Measures (APMs) to assist in presenting information in

this report in an easily analysable and comparable form.

APMs are defined in the Finance review on page 28.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

1 Croda International Plc Annual Report & Accounts 2024

A leading specialty ingredients company

Who we are and what we do

Our solutions

We provide mission-critical ingredients that represent a fraction of customers'

costs but are vital to the performance of their products and help improve

peoples’ lives.

North America

manufacturing sites

innovation sites

sales offices

848

employees

Europe, Middle

East & Africa

manufacturing sites

innovation sites

sales offices

3,028

employees

Asia

manufacturing sites

innovation sites

sales offices

1,675

employees

Latin America

manufacturing sites

innovation sites

sales offices

476

employees

Where we operate

We operate globally with regional manufacturing operations and local sales and innovation

centres, balancing the need for efficient manufacturing with our desire to be close to customers.

We operate 42 principal manufacturing sites, including 11 larger multi-purpose sites that

manufacture for multiple businesses utilising common processes and technologies.

Our markets

Consumer Care

We develop innovative and

sustainable ingredients that

provide vital functionality to

Consumer Care formulations,

enabling customers to

differentiate their products.

For example, our ingredients

can enable customers to make

anti-ageing claims or ensure

that their formulation meets

consumer demands.

Life Sciences

Pharma

We develop components and

systems for the delivery of

Active Pharmaceutical

Ingredients (APIs), enabling

delivery of the next generation

of biologic drugs and vaccines.

Agriculture

We are an innovation partner

to crop science companies,

developing delivery systems

to meet sustainability

challenges and enable

next-generation solutions.

Consumer Care Life Sciences Industrial Specialties

57% 31% 12%

Group sales by sector (%)

EMEA Asia North America Latin America

27%39% 23% 11%

Group sales by region (%)

Our customers

We sell to a broad range of customers both large and small. Customers typically value the quality of

our ingredients, the innovation that underpins them, and our sustainability leadership. Our direct selling

model and collaborative approach to innovation enables us to build strong relationships with customers.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

At a glance

2 Croda International Plc Annual Report & Accounts 2024

Creating critical ingredients

for customer formulations

Becoming a global

public company

A heritage in bio-based

ingredients

Croda’s first product was lanolin, a wax refined from

sheep's wool grease, with the first order despatched

by horse and cart in 1925, establishing our heritage

in using natural raw materials. During the Second

World War, lanolin was used for rust preventives,

camouflage paints and insect repellents, and

increasingly for beauty products.

Croda was founded by

Mr Crowe and Mr Dawe at a disused

waterworks in Yorkshire, UK, with the first

few letters of their surnames combining

to create our name.

The postwar period established

Croda as a global, public company,

with Cowick Hall becoming our

headquarters, a new sales office in

New York City, and our listing on the

London Stock Exchange.

Croda’s ingredients quickly

gained a reputation for being vital

to the performance of customer

products. This was enhanced by

the launch of the first in a long

line of proteins that changed the

hair care market, and a new

process developed in Japan that

paved the way for our world-

leading range of high-purity

pharmaceutical excipients.

A century of innovation and delivery

Since we were founded in 1925, we have continued to innovate, developing unique ingredients

that add value to everyday life. While the business has transformed many times over the past

100 years, with our operations and market exposures evolving, several core principles have

remained unchanged and continue to underpin our business. These include innovating as a

means to creating new markets, a commitment to sustainability, and strong customer-focus

with our own sales teams engaging directly with customers.

1925 — 1945

1945 — 1965

1965 — 1985

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Croda’s centenary

3 Croda International Plc Annual Report & Accounts 2024

The most sustainable

supplier of innovative

ingredients for Consumer

Care and Life Sciences

Leading the

anti-ageing

revolution

Croda scientists helped

the family of a boy with

adrenoleukodystrophy

(ALD) to create

Lorenzo’s oil, a

unique breakthrough

treatment for this

degenerative condition,

which continues to be

used today.

In the 1980s, our scientists pioneered anti-ageing skin care through

the synthesis of the first ceramides and the launch of peptides

Matrixyl™ and Dermaxyl™.

Following suggestions from employees,

Smart science to improve lives

became

our Purpose statement. We set out our

ambition to be the most sustainable supplier

of innovative ingredients through our

sustainability Commitment.

The 2000s saw Croda

broaden its capabilities in

Life Sciences for crop care,

seed enhancement and

vaccines, and in Consumer

Care for sun care and

fragrances and flavours.

Looking ahead to the next

century of innovation

Croda’s 100-year milestone is a

celebration of how far we have

come over the past century,

what we have achieved and

the impact we have had.

But Croda’s growth during this

century of success has been

grounded in our ability to look

forwards – to recognise the

emerging trends that are shaping

our core markets, and to think

innovatively about how to embrace them. So, during this

centenary year, it is as important to take stock of where

we are and where we are headed, as it is to recognise

where we came from.

The coming 25 years are set to see significant shifts in

consumer care, pharmaceuticals, and agriculture – the

main markets that we serve. Driven by the rise of artificial

intelligence, the demand for sustainable ingredients and

advances in biologics and biotechnology, the specialty

chemicals industry will undergo a transformation that will

fundamentally alter how we develop, manufacture and

supply chemical ingredients. We are clear about our role

in that transformation and recognise that it will require us

to embrace innovation and collaboration more than ever

before, adapting our thinking, cultures and approaches.

In this report, we delve deeper into these themes and

shine a light on changes that present the greatest

opportunities for continuing to improve lives through

smart science for the next 100 years.

Our outstanding people will continue to drive the positive

impact we have. The successes of the past, the progress

being made in the present, and our potential for the

future, all stem from the incredible intellect, passion and

dedication of individuals who have made this company

what it is today and who will determine its future.

Steve Foots

Group Chief Executive

1985 — 2005

2005 — 2025

Explore our century of

innovation online

Smart science

to improve lives™

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Croda’s centenary continued

Business model

Our competitive advantages

We are a B2B company that, through direct local relationships, sells small quantities of mission-critical, novel ingredients to customers

ofall sizes. These ingredients are included in customers’ formulations at low inclusion levels but are vital to the performance of their

products, giving us a sustainable competitive advantage. We operate globally with a focus on high-value niches in consumer care

andlife sciences markets.

Read more about the solutions we provide in Consumer Care on pages 20-21 Read more about the solutions we provide in Life Sciences on pages 22-23

‘One Croda’ culture

United by our strong sense of Purpose and

our values, we work together as one global,

connected team. We promote a ‘One Croda’

culture through our Remuneration Policy and

high levels of employee share ownership. We

strive to be more agile and entrepreneurial than

our competitors, with a decentralised operating

model that ensures decisions are made ‘close

to customers’.

Read more about how we deliver a

positive impact through our culture

on page 8

Customer intimacy

We employ our own local, science-focused sales

force who understand our customers, rather than

using distributors. This direct selling model builds

relationships with customers, totalling more than

16,000 in 2024, and provides us with insights

about their challenges that are key to how we

innovate. We complement direct selling with

local innovation centres, where we co-formulate

with customers to accelerate their time-to-

market. This intimacy coupled with innovation

enables us to anticipate future demands faster

than our competition, particularly more disruptive

market changes, such as the demand for

sustainable ingredients and solutions from

novel technologies.

Innovation leadership

We have a technology portfolio differentiated by

protected intellectual property and know-how,

including over 1,700 patents across more than

275 patent families. This means our ingredients

have unique attributes and deliver higher value

to our customers. We have a collaborative open

innovation model, which combines internal R&D

with partnering and technology acquisitions.

Sustainability leadership

We have embedded a long-term sustainability

strategy into the way we work to ensure we

deliver on our Commitment to be the world’s

most sustainable supplier of innovative

ingredients by 2030. With consumers and other

end-customers keen to make a positive impact

through their purchasing decisions, the creation

of sustainable ingredients and offering

sustainability claims through the use of our

ingredients are key drivers of our future

commercial success.

Read more about our Commitment

to be the most sustainable supplier

of innovative ingredients on page 18

Our approach to growth

Our growth strategy is focused on pioneering new market and technology niches where our leadership

in innovation and sustainability allows us to compete on value rather than on price.

We operate flexible, capital-light manufacturing sites, rather than large continuous operation plants,

producing ingredients in test tube quantities rather than tanker loads. Our principal focus is on driving

the continued differentiation of our portfolio through innovation and sustainability. In parallel, we

prioritise sales volumes in those parts of the portfolio where there is less differentiation to underpin

consistent plant utilisation.

There is no single big competitor that spans all our markets; instead, there are different competitors

in each of our niches. We have a broad base of customers, large and small, and a high number of

customer/ product combinations which reduces our exposure to any specific customer, market

or geography.

Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Our business model

Value creation, from discovery to supply

We apply our knowledge, intellectual property and core technologies to transform alternative feedstocks that are

typically bio-based, into ingredients that enable customers to maximise their impact with minimum footprints.

For Croda, sustainability has a

direct link to value, as we

provide customers with unique

ingredient options that help

them meet their own

sustainability commitments,

respond to consumer demands

and adhere to new regulations.

We have aligned sales,

marketing and R&D with

Consumer Care and Life

Sciences, so that insights

about customer challenges

contribute directly to how

we innovate.

We ensure that all innovation is

impact-focused by considering

the lifecycle of customer

products during the design

phase, and are increasing our

partnerships with universities

and SMEs to access a broader

range of scientific expertise.

We are focused on ensuring our

sourcing has a positive impact

on the planet and society and

are transforming how we

manufacture to meet our

sustainability Commitment

and support customers in

meeting theirs.

We carefully monitor our

finished goods inventories to

strike the right balance between

meeting customer needs and

managing working capital.

We are building a more

complete picture of the wider

benefits in the use of our

ingredients by engaging with

customers to understand the

full lifecycle of our products.

We have refocused our portfolio

so our capabilities help address

the challenges created by global

population growth and living

sustainably within planetary

boundaries.

We employ our own sales

teams rather than using

distributors, enabling us to

build close relationships with

our customers, who give us a

privileged understanding of

their future requirements.

We design innovative

ingredients that deliver vital

functionality with superior

sustainability profiles to

customer formulations.

We produce ingredients to

consistently high standards,

using mainly bio-based

raw materials at 42 sites

globally, all of which have

decarbonisation roadmaps

in place.

We sell and deliver ingredients

directly to our customers using

local warehouses and distribution

for speed and flexibility.

By using our innovative

ingredients, customers maximise

the impact of their products with

minimum footprints, so that our

smart science contributes to

improving lives.

Our approach

How we are creating value

Global

needs

Global

impact

Problem

discovery

Commercial

supply

Solution

development

Ingredient

manufacture

5 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Our business model continued

Delivering stakeholder value

The building blocks of our business

Our People

We employ 6,027 people,

with employee costs

accounting for

approximately 24% of our

sales. We commercialise

and develop their skills

and knowledge to drive

our sales and profits.

Raw materials

Raw material and

packaging costs

constitute

approximately 35%

of our sales. Our raw

materials primarily

comprise bio-based

(rather than

petrochemical-

derived) resources,

including crop-based

commodities and

natural oils.

Sites and

infrastructure

We invest 6-8%

of sales in capital

expenditure annually

to maintain, develop,

and decarbonise our

sites and infrastructure.

We expect capex to

trend downwards

towards 6% of sales

as new capacity

expansions are

completed.

Capital

Our capital

requirements are

primarily met through

loans and credit

facilities. Our leverage

ratio of 1.4x net debt to

EBITDA is well within

our targeted range of

1-2x over the medium-

term cycle, providing

continued balance

sheet strength and

optionality.

R&D

In 2024, we allocated

4% of sales to in-house

innovation. This

investment is

supplemented by over

600 open innovation

partnerships with

universities, SMEs

and leading scientists

providing access to

specialised expertise

and facilities.

Supply chain

and logistics

Our well-established

supply chains help us

to source bio-based

raw materials in

harmony with nature.

A global network of

local warehouses

for finished products

ensures efficient

delivery of ingredients

to customers worldwide.

Energy

Energy costs represent

approximately 2% of our

sales. Our efficient use

of energy, sourced from

diverse internal and

external sources,

minimises its proportion

in our cost structure.

Renewable energy was

40% of total energy use

in 2024.

Regulations

Operating globally,

we adhere to relevant

regulations, with

legislative change often

driving requirements for

our innovation. Active

involvement in shaping

regulations and

standards helps

maintain product

efficacy, increase

competitive advantage

and build stakeholder

confidence.

Our People

• All employees receive

a Living Wage, a

commitment we also

make to our contractors

• Employees each

received an average of

32 hours of learning and

development in 2024

• 75% of employees said

they enjoy their work and

70% would recommend

Croda as a place to work

Customers

• More than 2,500 customers

responded to our customer

survey, with an NPS score of

+32 placing us in the category

of ‘Great’

• Customers value our innovative

products and technical

knowledge, as well as

high-levels of product quality

• Carbon Footprint data is

now available across more

than 2,000 product codes

across all markets, including

details of upstream supplier

carbon footprints

Suppliers

• Over 90% of key

suppliers have been

assessed by Ecovadis

and meet our minimum

requirements

• More than 45% of key

suppliers have publicly

committed to carbon

reduction targets

Innovation partners

• More than 6oo

innovation partners

have collaborated

with us on over 340

innovation projects

• Our partners include

academia, SMEs, and

customers and our

partnership helps to

advance science,

leading to new product

launches

Shareholders

• We aim to deliver

consistent top and

bottom-line growth

• In 2024, despite lower

profits, free cash flow

improved reflecting our

strong record of cash

generation

• Our dividend was

increased to 110p,

continuing more than

30 years of unbroken

dividend growth

Communities

• Croda employees

donated 4,202 hours of

their time volunteering

in local communities

through our 1% Club

• The Croda Foundation

has improved the lives

of more than 22 million

people since inception,

making 46 grants across

23 countries

NGOs

• We engage with various

NGOs on topics including

upcoming regulations,

supply chain

sustainability and human

rights, both directly and

through membership of

industry working groups

and task forces

• This includes our work

as part of industry

consortia Together

for Sustainability

Global needs Problem discovery Solution development Ingredient manufacture Commercial supply Global impact

For our Section 172(1) statement and further information on how we create

value for stakeholders, see pages 56-59.

Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Our business model continued

Our Purpose – Smart science to improve lives

™

Our Purpose is embedded

throughout Croda and is

integrated into our strategy

(page 16), risk framework

(page 30) and Remuneration

Policy (page 79). In line with our

Purpose, we are committed

to being the most sustainable

supplier of innovative ingredients

by being Climate, Land and

People Positive by 2030.

Delivering positive impact through our Purpose

Our people are motivated by delivering positive impact in their everyday work, helping to tackle the biggest

challenges that the world is facing. The breadth and depth of our portfolio means we are well positioned to use

our Smart science to improve lives

, including:

Smart science

to improve lives™

Read more online at www.croda.com

Enhancing crop yields, enabling land savings and improving

food security as well as biodiversity through the development

of crop care technologies

Read more online at www.croda.com

By helping to prevent, treat and potentially cure diseases

through the use of our drug delivery systems in Pharma

Read more online at www.croda.com

Reacting to climate change and nature loss through the delivery

of our 2030 Commitment and use of sustainable feedstocks

Read more online at www.croda.com

Promoting the hygiene, health, wellbeing and confidence

of consumers through the use of our ingredients in consumer

care products

Read more online at www.croda.com

Climate

Positive

Nature

Positive

People

Positive

Key:

7 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Our Purpose

8 Croda International Plc Annual Report & Accounts 2024

Our values-led culture

Our values of ‘Responsible’, ‘Innovative’ and

‘Together’ underpin our distinctive culture and

drive collaboration, ownership and a solutions-

oriented approach in support of our Purpose.

These values are supported by 14 associated

competencies, which guide how we behave and

are reinforced through performance reviews,

succession and talent planning, and

organisational change programmes. Given the

global nature of our business and operations,

these behaviours transcend geographical

borders, complementing the agile and

entrepreneurial spirit of our people that has

existed since we were founded in 1925.

We have developed a leadership framework

which encompasses our values and articulates

the behaviours seen in our high-performing

leaders, recognising the importance leadership

has in shaping our culture.

Measuring our culture

Since 2022, we have been using our Purpose

and Sustainability Commitment (PSC) survey to

understand employee engagement and how

our people feel about aspects of Croda’s culture.

Alongside town hall meetings and listening

groups, the insight generated has helped us

to address areas for improvement.

This includes cost-of-living support, development

opportunities and ways of working, that led to a

Delivering positive impact through our culture

Foundational competencies

Self-led development

Functional/technical capability

Authenticity

Cross-culture

sensitivity

Inclusivity

Living the

values

Curiosity

Strategic

perspective

Adaptability

Delivery

Working

together

Empathy

Care and

compassion

Managing conflict

Responsible Innovative Together

Our

Purpose

Our

values

Associated behaviours

70%

would recommend Croda to

friends and family as a great

business to work for

(2023: 71%)

76%

said managers and leaders

within their department

support and guide them to

achieve their activities safely

(2023: 76%)

75%

of our people enjoy the

work that they do

(2023: 75%)

79%

said their team or department

always work to deliver their

best as efficiently as they can

(2023: 79%)

new operating model being implemented at the

start of the year. The changes made possible by

this insight have helped ensure that since 2022,

our PSC score has been stable, despite recent

market volatility creating additional challenges

for our people.

In 2025, we will be transitioning to a more

advanced employee feedback and engagement

platform, which will provide greater granularity

and actionable insights to individual managers

instantly, enabling them to take meaningful

actions to positively impact the experience

and engagement of their teams.

See more detail on our PSC score in 2024

on page 18

Development and retention of

our people

The development and retention of high-quality

people with the curiosity and ability to challenge

conventional thinking and to further innovation

ultimately determines the success of our

business. In 2024, our people collectively

undertook more than 190,000 hours of training,

equivalent to 32 hours of training per employee

(2023: 34 hours).

Our leadership development programmes

have also continued to offer a more structured

approach to development with a renewed focus

on talent and succession planning among our

senior leadership team helping to create the

leaders oftomorrow.

With around 79% of our UK employees and 64%

of non-UK employees actively participating in

share schemes, our people are heavily invested

in the success of the business. Importantly, all

employees share in the success of the business,

with the Free Share Plan, which awards free

shares to employees not participating in bonus

schemes when those schemes pay out,

supporting our ‘One Croda’ culture.

Voluntary employee turnover remained stable

at9.3% (2024: 9.1%).

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Our culture and values

9 Croda International Plc Annual Report & Accounts 2024

“ The Board and shareholders are

aligned that the Company’s

priorities should be execution

and operational delivery to grow

earnings and improve returns on

invested capital.”

Question and answer with Danuta

What from your past

experiences will you

draw on for this role?

I started life as a scientist

with a degree in BioPhysics,

a good grounding. My

executive and non-

executive career has mainly

been with companies with

a strong technology focus,

reliance on data and

customer-centric cultures,

topics I believe are

important to all companies

and vital for Croda. I was

appointed to my first

Non-executive Director

position in 2006 and this

is my fourth Chair role, so

I have experience across a

number of sectors, of many

different business cycles

and challenges, all of which

can be supportive for Croda.

I am currently Chair of the

Board at Direct Line Group

Plc, a position that I have

held for four years through

a period of significant

change. I am also on the

Board at Burberry Group Plc

which provides some useful

insights about changing

consumer trends.

How have you been

spending your time?

Obviously I have been

spending a lot of time

with Steve and the senior

leadership team. As the new

Chair, I’ve also invested time

out of the Boardroom to

meet a lot of Croda

colleagues through site

visits, which I see as an

important way to build an

understanding of the

business. That principle

extends outside of Croda

too, so I have also spent

time with industry experts

and our shareholders.

What do you believe is

the most important

role a Board can fulfil?

Comprehensive talent

development and

succession planning is one

of the most important roles

that a Board undertakes.

Markets have become

increasingly uncertain, and

that requires experienced,

adaptable, high performing

leaders to navigate these

markets successfully. It has

always been an objective of

mine to aim to have a ‘ready

now’ bench of leaders so

that there is always a choice

of internal candidates for

succession alongside

external candidates.

We have successfully

attracted two new

outstanding Executive

Committee members during

2024, covering the roles

with excellent internal

interim executives and I

have been impressed in the

talent of the new generation

of leadership I’ve met to

date in Croda.

What are your

priorities?

Croda is a great company

with a proven business

model and strong customer

focus. Most of the

challenges that have

impacted performance over

the last two years have been

market driven but we should

reflect on how we can

continually improve.

Alongside talent

development, our priorities

are to drive operational

excellence, building on

the work that is already

underway to unify standards

and improve processes, with

better data, analytics and

insight playing an important

role. In addition, Croda’s

portfolio has always been

highly differentiated, with

innovation a key source of

our competitive advantage,

and we want to ensure we

have a deep understanding

of market trends, customer

needs and to accelerate

the conversion of our

innovation pipeline.

First impressions

This is my first letter to shareholders as Chair,

following my appointment at the Annual General

Meeting in April 2024. As well as spending time

with Steve and the senior leadership team over

the last twelve months, I have visited a number of

Croda sites to meet colleagues and enhance my

understanding of the business.

It is very clear to me that our Purpose, Smart

science to improve lives

, is embedded across

Croda and is guiding the choices we make.

Moreover, our Purpose is hugely motivating for

our people, it drives them to go further for our

customers and instils real pride in working for

Croda. The close affinity with our customers is

reflected in our Net Promoter Score (NPS) of +32,

up from +23 two years ago, while our employee

engagement survey achieved an overall score of

67%, with three quarters of employees saying that

they enjoyed the work they do.

I have also been struck by Croda’s unique culture

– agile, entrepreneurial, and collaborative, with

everyone working together as one global,

connected team. Our people are both open –

willing to express their views, and open-minded

– able to take on board new perspectives and

learn from experience. We define this Croda

culture through our company values and support

it through our Remuneration Policy and high

levels of employee share ownership which are

over 60% globally. I see it as an important role

of the Board to oversee, protect and develop the

culture of the Company.

Improving performance

Trading conditions have continued to be

challenging in 2024, influenced by an

unprecedented downturn in many of our end

markets and high inflation. In this environment,

our team has judiciously controlled what we can

control, carefully managing costs, cash flow and

capital allocation, while executing our strategy

and implementing both structural and operational

changes to modernise and support the Group’s

next phase of growth. We’ve also reflected on

what we could have done better through this

downturn and will ensure these learnings

influence our future priorities. With our focus on

extracting value from recent capital investments

and acquisitions, and driving earnings growth,

I am confident Croda has an exciting future.

We are encouraged that strategic execution,

operational changes and cost control are starting

to deliver results in a challenging economic

environment. Our commitment to providing

regular returns to shareholders is demonstrated

by the Board’s decision to increase the 2024 full

year dividend, despite lower adjusted earnings.

Execution of our sustainability strategy has

continued under the guidance of the Board

Sustainability Oversight Committee in its first full

year of operation. We remain on track to meet our

2030 Science Based Targets for greenhouse gas

emissions, and in line with our People Positive

commitment we pay all employees a living wage.

I am encouraged by the continued improvement in

our safety record, evidenced by the reduction in our

Total Recordable Injury Rate (TRIR), with safety a

topic of discussion at every Board meeting. I am

Reflections on my first year as Chair

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Chair’s statement

10 Croda International Plc Annual Report & Accounts 2024

also proud of the Croda Foundation, our

independent charity, which is supporting over

45 projects. Foundation projects are supporting

29,000 small-scale farmers, bringing clean water

to 19,000 people, and improving social mobility

in the North East of England.

Talent management

A key role for the Board is to oversee talent

development and succession planning to ensure

long-term success. On 1 April 2025, Stephen

Oxley joins us as Chief Financial Officer (CFO) and

Executive Director. As a former partner at KPMG

and CFO of Johnson Matthey Plc, he brings

valuable experience in setting and executing

strategy, enhancing business performance,

transformation and corporate transactions. We

have also recently appointed Thomas Riermeier

as President of Life Sciences. Thomas joins us

from Evonik Industries AG where he led the

Health Care business including responsibility for

drug products, substances and delivery systems

such as lipids for nucleic acid-based vaccines

and drugs.

In the meantime, I would like to thank Anthony

Fitzpatrick and Dave Cherry for their continued

commitment and contribution to the business,

as Interim Chief Financial Officer and Interim

President of Life Sciences, respectively.

The Board is taking a personal interest in

guiding the progress of a group of high-potential

employees identified through talent development

and succession planning processes. We regularly

meet a number of these employees on a

one-to-one basis to hear how they are already

playing instrumental roles in the business, and

we will continue this commitment in 2025 by

spending in-person time with as many of this

group as possible.

Board composition

In support of achieving our targets, the Board will

continue to ensure high standards of corporate

governance, overseeing both our financial and

non-financial performance. I believe every Board

needs a balance of Non-Executive Directors with

general business experience as well as specialist

sector and functional expertise to ensure the

company is governed effectively. As Chair, I am well

supported by fellow Directors with deep domain

expertise in both Consumer Care and Life Sciences.

Ian Bull joined the Board as a Non-Executive

Director in June 2024 bringing additional expertise

in financial and operational leadership, with more

than 30 years of executive and non-executive

experience across UK and international businesses.

He took over as Audit Committee Chair on

1 December 2024, succeeding John Ramsey who

retires from the Board on 1 March 2025. John has

made an outstanding contribution to Croda, and

we thank him for all his advice, wise counsel and

support over the past five years.

Shareholder engagement

The principal role of the Board is to ensure

obligations to shareholders and all other

stakeholders are understood and met. In support

of this role, I met with shareholders representing

25% of our issued share capital during my first six

months as Chair to understand their views.

All shareholders welcomed the chance to meet

and were positive about the honesty and

transparency of Croda’s engagement more

generally. They view Croda’s culture and

conservative balance sheet as sources of

strength, and believe that the Company has the

right portfolio to ‘win’, strengthened by the work

that the executive team has done to realign it

with drivers of structural growth. Shareholders

were supportive of the Board’s focus on talent

management, particularly given recent Executive

Committee changes, and thought this focus

essential in an increasingly complex global

business environment. They were also reassured

about the ongoing focus on innovation at Croda

and the link between sustainability leadership

and commercial success. Finally, the Board and

shareholders are aligned that the Company’s

priorities should be execution and operational

delivery to grow earnings and improve returns

on invested capital.

I would like to thank the shareholders for their

open engagement and continued support.

Future priorities

Croda has a well-established business model,

founded on our own local, science-focused sales

force. Following our significant strategic transition

over recent years, our portfolio serves attractive

market niches, with long-term technology trends

creating valuable growth opportunities. Ongoing

Board oversight will ensure that we have a clear

understanding of and focus on value creation based

on a deep understanding of trends in our markets.

As innovation is key to Croda’s competitive

advantage, the Board is focused on our innovation

processes, critical to the continued differentiation

of Croda’s portfolio, and driving the conversion

ofour innovation pipeline into commercial value.

Croda is a sustainability leader having set out

demanding targets in 2019 and becoming the

third chemical company globally to commit to a

1.5

C Science Based Target. 2025 represents the

mid-point of both our sustainability goals and the

United Nations’ Decade of Action, so the Board

Sustainability Oversight Committee is reviewing

the progress we have made and working with the

executive team to deliver on our priorities forthe

remainder of the decade.

Following significant portfolio transition in recent

years, as well as the new organisational structure

that was introduced in 2024 to improve

Improving social mobility

Croda Foundation is funding Foundation of

Light, Sunderland AFC’s official charity. Its

Improving Futures programme reduces

barriers to employment for young people by

delivering industry sector-based training. The

councils of County Durham, South Tyneside

and Sunderland, UK, have a high number of

people living in deprivation. The Foundation’s

two-year grant will improve the life-chances

of 600 underserved young people from

these areas with the aim of at least 300

securing employment.

Croda Foundation since inception:

Total grant funds committed

£5.4m

accountability, our focus is now on delivering

returns from recent investments. Driving operational

excellence is an important aspect of this focus on

delivery, building on the work that is already

underway to unify standards and improve

processes. This will be enhanced by better data,

metrics, analytics and insight, with the Board’s

broader experience of approaches in other

industries providing a useful input.

2025 is Croda’s centenary year, which provides an

excellent opportunity to celebrate our rich history

and reflect on the foundations for future success.

Croda’s growth during this past century has been

grounded in a determination not to rest on its

laurels but instead to look outwards and continually

adapt to meet future customer requirements. Our

people are at the heart of our Company, and I’d like

to conclude my first letter as your Chair by thanking

so many talented colleagues around the world for

their ongoing commitment to Croda’s success.

Danuta Gray

Chair

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Chair’s statement continued

11 Croda International Plc Annual Report & Accounts 2024

Business summary

Consumer Care

• Sales increased to £920.0m (2023: £886.1m),

up 4% on a reported basis or 7% at constant

currency

• This comprised an 11% increase in sales

volumes, with price/mix 5% lower, a 1%

acquisition contribution from sales of

ceramides and a 3% headwind from

foreign currency translation

• Sales to L&R customers increased 11% at

constant currency

• IFRS operating profit was £128.4m

(2023: £127.8m). Adjusted operating profit was

flat at £160.2m (2023: £160.3m), increasing 4%

at constant currency. The adjusted operating

margin was 17.4% (2023: 18.1%)

• In Consumer Care, we aim to be the most

sustainable and responsive supplier of

innovative ingredients:

• NPP sales grew 11% at constant currency

and improved to 43% of total sales

(2023: 42%)

• We provide carbon footprint data for over

2,000 product codes, a leading position in

this sector

• By business unit (in constant currency):

• F&F led the way, growing 18%, with

continued momentum in the second half

year, reflecting its leading position with

higher-growth L&R customers

• Beauty Actives grew 6%, led by Asia (+16%,

excluding acquired ceramides) and sales

to L&R customers

• Beauty Care sales were flat with all

regions growing other than EMEA, with a

6% increase in NPP sales as we accelerate

innovation, and growth in North America

aided by market share regains

• Home Care grew 13% due to its focus on

innovative ingredients differentiated by

sustainability

" We are focused on delivery and

modernisation, ensuring rigorous cost

discipline and driving operational

efficiencies to continue our long

record of strong performance.”

Accelerating actions to grow

earnings and improve returns

2024 was another transitional year following two

years of unprecedented demand and record

profits in 2021 and 2022, then an industry-wide

reset from 2023 carrying on into 2024. Whilst

sales growth was lower than we hoped, proactive

actions to reduce costs and drive efficiencies

enabled us to deliver profits in line with our

guidance. Consumer Care and Industrial

Specialities both grew sales on a constant

currency basis, and Life Sciences returned to

growth in the second half year (ex CV19) with a

better performance in both Crop Protection and

Seed Enhancement. We delivered a further

sequential improvement in adjusted operating

• Following a period of reduced customer

appetite for new product innovation during

the pandemic, we are stepping up innovation

to meet renewed customer demand. Our

innovation pipelines are expanding, with new

and protected products (NPP) sales growing

at 6% in constant currency to 35% of total sales

(2023: 33%) and our priority is to convert these

pipelines into commercial sales

• We are in the latter stages of our recent

intensive investment cycle which has positioned

us well for earnings growth with two new

greenfield sites being commissioned in 2025.

Our priority is now to deliver returns from all

recent investments

• Croda is a high value-added ingredients

business, focused on value over volume,

but with inefficient utilisation remaining a

drag on margins, our priority is to drive sales

volumes to increase capacity utilisation at our

larger manufacturing sites

• With cost base inflation ahead of revenue

delivery, we are driving operational efficiencies

to underpin margin progression. We are working

to ensure that the actions and benefits achieved

through robust control in 2024 are captured

permanently and have established a business

excellence team to deliver longer-term

structural changes as part of our modernisation

agenda. Through this multi-year programme,

we are targeting £40m of incremental pre-tax

benefits over the next two years, including

£25m in 2025 which will largely offset inflation

and incremental costs of strategic investments

being commissioned.

Through these actions to drive higher profits,

as well a prudent approach to managing

our invested capital, we are committed to

improving returns.

Accelerating actions to grow earnings and improve returns

Consumer Care sales up 7% at

constant currency

margin in the second half year by proactively

driving sales volumes to improve capacity

utilisation, combined with strong pricing and

cost discipline.

Whilst the overall economic backdrop remains

subdued, we are benefitting from more stable

customer inventories and demand in most markets

and geographies. In Consumer Care, local and

regional (L&R) customers are continuing to grow,

whereas conditions for many multinational

customers remain more challenging. In Pharma,

biopharma markets are improving but consumer

health markets remain challenging, particularly

in Europe. In Crop Protection, whilst customer

inventory levels are mixed, demand has started

to improve in the context of stabilising crop

commodity prices.

Despite unprecedented fluctuations in sales

volumes since 2020 and significant raw material

inflation and subsequent deflation, the financial

characteristics of our differentiated business

model remain strong. The margins that we make

in our sales prices on raw materials continue to

be attractive and stable, free cash flow generation

remains strong, and we have increased the full

year dividend despite lower earnings.

We are accelerating our actions to grow earnings

and improve returns, driving sales growth by

leveraging our intimacy with smaller customers,

stepping up innovation, and driving returns from

recent investments, whilst at the same time

driving margin expansion through increasing

capacity utilisation and realigning our cost base.

• With innovation centres close to customers in

key countries worldwide and a direct sales force,

our business model is optimised to support

customers of all sizes. As markets continue

to fragment, we are localising the delivery of

innovation in Consumer Care to enhance our

intimacy with L&R customers which are winning

market share, and diversifying our customer base

in Crop Protection

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Chief Executive’s statement

12 Croda International Plc Annual Report & Accounts 2024

Life Sciences

• Sales fell to £504.3m (2023: £602.3m),

down 16% on a reported basis, or 14% at

constant currency

• This comprised a 3% reduction in sales

volumes, with price/mix 4% lower, a 1%

acquisition contribution from sales of

phospholipids, adverse impacts of 8%

from the absence of CV19 lipids and 2%

from foreign currency translation

• Excluding CV19 lipids sales in the prior

year, Life Sciences returned to growth in

H224 driven by higher sales volumes in

Crop Protection and a stronger performance

in Seed Enhancement

• IFRS operating profit was £85.5m

(2023: £131.7m). Adjusted operating profit

was £104.0m (2023: £150.3m). The adjusted

operating margin improved from 18.3% in

H124 to 22.9% in H224 due to higher sales

volumes in Crop Protection as well as strong

cost control, resulting in a full year adjusted

operating margin of 20.6% (2023: 25.0%), the

prior year margin having benefitted from

high margin CV19 lipid sales

• In Life Sciences our strategy is to empower

biologics delivery through the development

of innovative solutions:

• NPP sales improved to 31% total sales

(2023: 28%) with growth of strategic focus

areas in Pharma

• By business unit (in constant currency):

• Pharma sales fell by 2% (ex CV19) with

lower sales into consumer health and

veterinary markets particularly in Europe,

partially offset by growth in delivery

systems for protein-based drugs and

lipids for drug research

• Crop Protection sales were down 16% but

up 6% in the second half year as demand

began to return

• Seed Enhancement sales were up 1% with

our microplastic-free seed coatings

continuing to grow

Regional summary

• By business, Consumer Care grew sales in every

region at constant currency whereas Life Sciences

was behind in all regions except Asia

• By region (at constant currency):

• Asia sales were up 7% with growth across the

board other than to industrial customers in

China

• Latam was broadly flat with good growth in

Consumer Care offset by lower sales in Crop

and Pharma

• North America was broadly flat aided

by resilient biopharma/new drug

development demand

• EMEA sales fell 6% with Life Sciences lower,

but were flat excluding prior year CV19 sales

A high value-added ingredients

business

Croda provides mission-critical, novel

ingredients that represent a fraction of

customers’ costs but are vital to the

performance of their products. With a portfolio

aligned with long-term technology trends, our

strategy is well established and has been

supported by a period of heightened

investment.

Group strategy

We combine market-leading innovation with

sustainability leadership to deliver profit growth,

ahead of sales growth and ahead of cost growth.

• Innovation is our key differentiator, creating new

market and technology niches. Our R&D teams

now report directly into Consumer Care and Life

Sciences, ensuring that our priorities are

customer driven. Increasing customer demand

for our innovation-led approach is evidenced by

NPP growth, more new product development,

an increase in application-focused innovation,

and more external R&D partnership in areas

such as biotech

• For Croda, sustainability has a direct link to

commercial value with our ability to provide

customers with ingredient options, often

unique to Croda, that help them meet their

own sustainability commitments. Demand

is increasing for our ingredients that are

differentiated by their sustainability characteristics,

with sales of ECO surfactants and mineral

sunscreens, for example, continuing to grow.

We are driving commercial value from our

position as a sustainability leader by expanding

our portfolio of sustainable ingredients and

providing best-in-class validation data to enable

Returned to growth in H 224

(ex CV19)

Industrial Specialties

• Sales were £203.8m (2023: £206.1m), down

1% on a reported basis and up 2% at constant

currency, with a modest increase in the

second half year

• This comprised an 8% increase in sales

volumes, with price/mix 6% lower, and

a 3% headwind from foreign currency

translation

• IFRS operating profit was £13.6m

(2023: £12.0m loss) and adjusted operating

profit was £15.5m (2023: £9.4m). The resulting

adjusted operating profit margin of 7.6%

(2023: 4.6%) benefitted from positive

product mix

• Industrial Specialties is contributing to the

efficiency of our shared manufacturing sites

by helping to optimise utilisation rates

through sales to industrial customers, both

direct and via a supply agreement established

as part of the sale of the majority of our

industrials businesses in 2022:

• Direct sales grew by 5% in constant currency

• Sales via the supply agreement fell by 5%

in constant currency

See pages 20-25 for business reviews

Priorities for 2025

As we accelerate actions to grow earnings and improve returns, our priorities in 2025 as follows:

Leveraging our

proximity to L&R

customers as our

markets continue

to fragment

Stepping up

innovation to

meet renewed

demand from

customers of

all sizes

Driving growth

and returns from

all recent

investments

Prioritising sales

volumes to improve

the utilisation

and efficiency

of our shared

manufacturing assets

Realigning our

cost base

with revenues

1 2 3 4 5

customer decision-making. Cradle-to-gate carbon

footprint data is now available for over 1,000

product codes in Life Sciences as well as over

2,000 in Consumer Care, enabling customers to

quantify the positive impact on the carbon footprint

of their products

Business strategies

In Consumer Care, our leadership in innovative

and sustainable ingredients, and the breadth of our

ingredient portfolio, customer base and geographic

reach are our key strengths. With the continued

fragmentation of Consumer Care markets, our

leading position with L&R customers, which

represent 80% of sales (2023: 77%), is a particularly

important source of competitive advantage as

these customers win share. Our strategy is to

localise the delivery of innovation tomeet the

specific requirements of consumers in each region,

‘widen the gap’ in our sustainability leadership, and

prioritise selected countries, notably China and

India, where we are growing strongly.

In Life Sciences, the move to biologics is the

principal technology trend in both pharmaceutical

and agriculture markets over the next decade.

Through the execution of our strategy, we have

established our Agriculture businesses as

innovation partner for delivery systems to meet

the sustainability challenges of conventional

pesticide delivery while creating new systems for

biopesticides. In Pharma, we have developed a

portfolio of delivery systems with a well-diversified

risk portfolio combining both near and medium-

term growth opportunities. This includes novel

technologies that generate revenue at every

stage of the development cycle of new drugs,

from discovery through to commercial supply.

To drive sales growth we are: To underpin margin recovery we are:

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Chief Executive’s statement continued

13 Croda International Plc Annual Report & Accounts 2024

Investment intensity reducing;

positioned for earnings growth

Since 2020, we have completed a number of

strategic acquisitions and invested selectively

in projects to realign our portfolio with structural

drivers of growth, taking net capital expenditure

above the historic run-rate of 6-8% of sales.

Investment intensity has already begun to

moderate and will reduce further as key assets

are commissioned in 2025. Our priority is to

deliver returns from recent investments and we

would expect any acquisitions in the near term to

be limited to small next-generation technologies.

Net capital expenditure was £137.9m

(2023: £170.1m), below our guidance of ~£150m,

as we reviewed all projects and carefully

considered phasing. We are towards the end

of the previously announced £175m Pharma

investment programme, so would expect capex

to moderate further as we utilise the capacity we

have built and investment in future capacity is

highly selective.

Recent investments in our capital base have

strengthened our position as a high value-added

ingredients business, positioning us for

earnings growth.

In Consumer Care:

• F&F, initially acquired in 2020 as we commenced

the transition of our portfolio, is delivering sales

growth ahead of its broader markets

• Our investments in Asia are delivering fast

growth with Consumer Care sales up 12% in

China, 17% in India and 26% in South Korea at

constant currency

• Reflecting our continued prioritisation of

high-growth markets in Asia, a new surfactants

plant in Dahej, India is due to be commissioned

in 2025, and a new facility will come on-stream

in Guangzhou, in 2026 initially to support the

continued growth of fragrances in China

efficiencies across supply chain, operations,

distribution and back-office support. Cost

disciplines that were established in 2024 are

also being embedded to ensure that benefits

are captured permanently.

In 2025, we are targeting £25m of pre-tax benefits

from this multi-year programme, largely offsetting

inflation and the incremental costs that we expect

to incur as our recent strategic investments are

commissioned. The benefits will be principally

derived from reduced payroll costs and a reduction

in other operating expenses. In 2026, we are

targeting a further £15m of incremental pre-tax

savings, as we realise the early benefits of these

efficiency and modernisation workstreams,

bringing the total pre-tax benefits to £40m over

two years. In addition to any non-cash charges,

we estimate that the cash cost to realise these

benefits will be approximately £20m, which we

expect to be accounted for as exceptional

restructuring charges, approximately £15m in 2025

and approximately £5m in 2026. We will go further

to realign our cost base with revenue delivery as

necessary, with Stephen Oxley bringing valuable

experience in enhancing business performance

through transformation when he joins as Chief

Financial Officer (CFO) on 1 April 2025.

Outlook

We are focused on creating significant value for

shareholders through sales growth and adjusted

operating margin expansion in Consumer Care

and Life Sciences, combined with prudent

management of our invested capital base and

strong cash flow generation.

With sales volumes higher in 2024 and price/mix

headwinds likely to diminish, we expect both

Consumer Care and Life Sciences to grow sales

in 2025, and operational efficiencies to largely

offset inflation and the incremental costs of

investments coming online. Overall for 2025,

weexpect Group adjusted profit before tax to be

between £265m and £295m at constant currency.

Croda will report sales performance quarterly

during 2025 and we will provide an update on

first quarter trading at the AGM on 23 April 2025.

Steve Foots

Group Chief Executive

Applying neuroscience to scent

New technologies are helping F&F deliver

higher sales growth than its competitors.

Utilising multi-dimensional, sophisticated

neuroscientific techniques and physiological

practices, our F&F business is exploring

how scent signals are processed within

interconnected structures of the brain,

which are essential in determining emotional

states before we even recognise the scent.

This deep understanding of the neuroscience

of scent supports fragrance development,

helping to shape consumers’ emotional

responses to customers’ products.

In Life Sciences:

• Sales of lipid delivery systems for the

development of new nucleic acid-based

drugs have continued to grow, up double-digit

percentage CAGR since 2020 (ex CV19)

• We are nearing the end of the previously

announced £175m Pharma capacity scale-up

programme, initially focused on lipids, with

approximately £130m invested to date. This

programme is being supported by an

additional £75m of US and UK Government

grants and provides us with the capacity

necessary to deliver commercial scale volumes

Our priority is to drive returns from all

investments made as part of our portfolio

transition since 2020. Whilst most are already

making a significant contribution to the

performance of the Group, we have more work

to do to ensure that Solus Biotech, acquired in

July 2023, delivers the growth rate and profit

conversion it is capable of. We have accelerated

the integration of its capabilities into our South

Korean business to leverage our global sales

network and formulation expertise.

We are committed to prudent management of

our invested capital base, as well as driving profit

growth, to deliver consistent improvements in

returns on invested capital.

Driving operational efficiencies

A new organisational structure has been in place

since the start of 2024 which makes the

Presidents of Consumer Care and Life Sciences

fully accountable for strategy and performance.

The new organisation has clarified accountabilities,

is ensuring we deliver more quickly and

effectively for our customers and has simplified

our structure for employees.

Enabled by this simpler structure, we have

identified significant opportunities to simplify

business processes, modernise systems,

standardise the way we work and reduce costs.

We have created a new centre of business

excellence to share best practice and coordinate

workstreams that are targeting operational

The Strategic Report was approved by the

Board on 24 February 2024 and signed on its

behalf by Steve Foots.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Chief Executive’s statement continued

14 Croda International Plc Annual Report & Accounts 2024

Ingredient-level sustainability

requires data about an

ingredient's composition

and performance, as well as

planning how to transform

the technology to respond

to global challenges.

The localisation of supply

chains is likely to spread to

other countries, reversing

globalisation which has been

the preeminent force for

many decades.

Three areas hold

considerable potential – plant

cell cultures, fermentation

and marine biotech, with

demand for bioprocessing

aids also likely to grow to

help optimise production.

Personalisation will require

the development of a wider

range of ingredients and

formulations to cater to the

diverse needs of genetically

unique consumers.

We expect to see a particular

rise in the role of university

spin-outs which are

emerging at a rapid pace

already, particularly in the

fields of biotechnology and

AI-driven businesses.

The impact of AI will be

wide-ranging, spanning the

discovery of new materials,

improving production

efficiency, enhancing

demand forecasting and

identifying risks more

accurately.

Navigating the future of specialty ingredients – long-term trends

Sustainability –

from corporate ambition

to ingredient sustainability

Localisation and

distributed manufacturing

Biotechnology The personalisation

revolution

The role of

collaboration

Artificial

intelligence (AI)

Overview

Impact

Our response

Delivering net zero and

contributing to a nature

positive world cannot be

achieved only at a corporate

level; goals and data need to

filter down to individual

ingredients.

In the face of geopolitical

uncertainty, governments

are focused on securing

domestic production of

critical ingredients, with the

USA leading the charge.

Biotechnology will continue

to disrupt traditional

chemical manufacturing

processes with an increasing

emphasis on biotech

solutions, particularly in

pharma and consumer care.

As the personalisation trend

continues, more drugs will

be tailored to the genetic

makeup of each patient, and

consumer care products will

be formulated to uniquely

suit individual needs.

Collaborative efforts are

becoming the most effective

sources of innovation where

knowledge sharing breeds

novel thinking.

AI is already becoming an

established tool in many

industries with significant

future potential as tools

become more powerful and

the quality of data improves.

We are working up and

down our value chain to

understand the lifecycle of

our ingredients and already

provide cradle-to-gate

product-level carbon

footprint data for the majority

of our product portfolio.

We already have a strong

local footprint across sales,

R&D and distribution, and are

selectively expanding our

manufacturing footprint in

fast-growth regions such

as North America and Asia.

We are already a world

leader in plant cell cultures

and are launching new

ingredients with their origins

in marine micro-organisms.

Agility, already a strength

of Croda’s, and the ability to

scale up and down, are both

going to be essential

qualities to meet the breadth

of demand we can expect

by 2050.

We already collaborate

closely with universities and

SMEs through joint ventures,

co-investments and access

to manufacturing facilities.

Closer partnerships will

require more data sharing

throughout the supply chain.

Whilst better tools will make

it easier to process more

complex data sets, shared

data sets from greater

collaboration across the

value chain will improve

the results of that work.

As well as reflecting on a century of progress, we have identified the following emerging trends that will shape our core markets

over the next 25 years.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Megatrends & market environment

15 Croda International Plc Annual Report & Accounts 2024

Our markets – current trends

Our portfolio is aligned with the long-term trends in our markets. Our performance in 2025 should benefit from more stable customer inventories and demand in

most markets and geographies.

Consumer Care Life Sciences

Pharma

Long-term trends

Current market environment

Croda positioning and response

Consumer care markets are sensitive to

macro-level changes, driven by fast-moving

trends, shifting consumer preferences and

shorter product lifecycles requiring constant

innovation. Key forces shaping its future include:

• economic turbulence, demanding cost-

effective yet high-performance ingredients;

• diverse populations, requiring tailored

solutions for emerging and ageing markets;

• sustainability, necessitating a continued

transition to sustainable ingredients; and

• digital/human augmentation, enabling

ultra-personalised products through

advanced technologies.

The pharmaceutical industry is pivoting towards

biologics, nucleic acids and precision therapies,

all of which require smarter, more sustainable

delivery systems.

Agriculture faces a critical challenge:

increasing output by 70% by 2050 while

enabling environmental restoration. Innovations

in crop science will all balance productivity

with sustainability, shaping a resilient and

efficient agricultural future, underpinned by

sustainable innovative ingredients.

L&R share of product launches Forecast market growth Growing pipeline of mRNA therapies Increasingly stable crop commodity prices

2024 2014

Source: Mintel

91%

81%

86%

61%

HairSkin

Brazil India US

10%

202720262025

Source: Euromonitor

584

1,766

1,208

202420232022

Global industry pipelines of preclinical and clinical mRNA

and gene editing drugs. Source: Beacon RNA database

Soybean Wheat Corn

100

200

300

01/2501/20

Source: Factset

While conditions for most multinational customers

remain challenging, local and regional (L&R)

customers are continuing to innovate and grow.

The graph shows their increasing share of beauty

product launches over the last decade.

The F&F market grew strongly in 2024 and is

expected to continue to grow in 2025. The fastest

growing segments are L&R customers, and (as

shown on the graph) emerging markets such as

Brazil and India which rank in the top five fastest

growing markets globally.

Consumer health markets remain challenging particularly

in Europe. Biopharma markets are improving following a

period of normalisation post the Covid-19 pandemic and

a squeeze on funding. This provides a more supportive

environment for further growth in clinical pipelines such

as for new nucleic acid-based drugs.

In Agriculture, customer inventory levels are

mixed but demand has improved in the context

of stabilising prices for crop commodity prices

as shown on the graph. Whilst the performance

of Croda’s Agriculture business is driven by

longer-term trends, it also has some correlation

to crop commodity prices.

With the continued fragmentation of beauty

markets, our leading position with L&R

customers, which represent 80% of sales, is a

particularly important source of competitive

advantage. We are localising the delivery of

innovation to meet the specific requirements

of consumers in each region.

Our F&F business is delivering higher sales growth

than the wider market due to its niche positioning

with L&R customers, particularly in developing

countries. We continue to allocate capital to this

business to drive this strong growth.

We have a broad portfolio of Pharma delivery

systems with a well-diversified risk portfolio. Our

biopharma-focused platforms are continuing to

grow, providing delivery systems for protein and

nucleic acid-based drugs. We are refocusing

resources to drive an improvement in consumer

health, supported by ongoing flexibility in price.

Our Agriculture businesses are positioned

as innovation partners for delivery systems,

enabling customers to respond to long-term

trends. To capture the full opportunity globally,

we are increasing business development

activities with local and regional customers

who are growing well.

Agriculture

Beauty Fragrances & Flavours (F&F)

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Megatrends & market environment continued

16 Croda International Plc Annual Report & Accounts 2024

A growth strategy centred on commercial needs

With a portfolio aligned with long-term technology trends, our strategy is well established and has

been supported by a period of heightened investment.

Smart science

to improve lives™

Strategic progress in 2024

Strategic priorities for 2025

In addition to implementing our Group and business strategies, our strategic priorities for 2025 are to:

Strengthen to grow Consumer

Care

In Consumer Care, our leadership in

innovative and sustainable ingredients,

and the breadth of our ingredient portfolio,

customer base and geographic reach are

our key strengths. Our strategy is to localise

the delivery of innovation, ‘widen the gap’ in

our sustainability leadership, and prioritise

selected countries.

Expand to grow Life Sciences

In Life Sciences, the move to biologics is the

principal technology trend over the next

decade. In Agriculture, our strategy is to help

customers meet the sustainability challenges

of conventional pesticide delivery and create

new systems for biopesticides. In Pharma, our

strategy is to broaden our portfolio of delivery

systems and bioprocessing aids, while driving

the conversion of our pipeline opportunities

into revenue.

Strategic progress in 2024

Innovation

• Our R&D teams now report

directly into Consumer Care and

Life Sciences, ensuring that our

priorities are customer driven

• New and Protected Products

(NPP) increased to 35% of total

sales (2023: 33%)

• Group NPP sales grew 6% in

constant currency

• We created new ingredients

including an anti-ageing active

derived from a marine micro-

organism, hair care ingredients

derived from ceramides, and an

aid to cell growth for biopharma

processing

• Application-focused innovation

increased, driven directly by

customer requests

• We initiated more external

R&D partnerships in areas such

as biotech

Group strategy

Croda provides mission-critical, novel

ingredients that represent a fraction of

customers’ costs but are vital to the

performance of their products. We combine

market-leading innovation with sustainability

leadership to deliver profit growth, ahead of

sales growth and ahead of cost growth.

• Innovation is our key differentiator, creating

new market and technology niches.

• We derive commercial value from our

position as a sustainability leader by

providing ingredients that are bio-based,

biodegradable and have lower carbon

footprints than alternatives. We are building

on this position by expanding our portfolio

and providing best-in-class validation data

to enable customer decision-making.

Sustainability

• We were recognised for our

sustainability leadership by

EcoVadis, MSCI and FTSE4Good

• Sales of sustainable ingredients,

such as our ECO surfactants,

continued to grow

• Cradle-to-gate carbon footprint

data is now available for >2000

ingredients in Life Sciences and

Industrial Specialties as well as

Consumer Care

• We met many of our interim

milestones including for Scope

1 and 2 emissions, and remain

on track to meet our Science-

Based Target (see page 17)

• We achieved our target of zero

process waste to landfill across

our manufacturing sites

• Croda Foundation is supporting

46 projects to improve lives

globally

1 2

Leverage proximity to L&R

customers as our markets

continue to fragment

Step up innovation to meet

renewed demand from

customers of all sizes

Deliver growth and

returns from all recent

investments

Prioritise sales volumes to

improve the utilisation and

efficiency of our shared

manufacturing assets

Realign our

cost base with

revenues

To drive sales growth we are: To underpin margin recovery we are:

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Strategy

17 Croda International Plc Annual Report & Accounts 2024

Scope 1 and 2 GHG emissions

(‘000 tonnes CO

111,831

Land area saved

(‘000 hectares)

163,402

Total Recordable Injury

Rate (TRIR)

0.47

Scope 1

Science Based Target trajectory

Scope 2 market-based

105+

111+

87+

51+

14+

17+

‘24‘23‘22‘18

Absolute land area saved

Land area saved over 2019 baseline

103+

90+

80+

193+

183+

163

‘24‘23‘22‘19

0.61

0.74

0.72

0.47

0.76

‘24‘23‘22‘21‘20

Definition

Our operational greenhouse gas (GHG)

emissions (associated with burning fuels onsite

and purchased electricity) in absolute terms.

Target

By 2030, we will have achieved our Science

Based Target (SBT), reducing Scope 1 and 2

emissions by 46.2% from our 2018 baseline.

Performance

We have reduced our Scope 1 and 2

emissions by 28% since our 2018 baseline

ahead of our interim milestone of a 25.2%

reduction. While emissions have increased

in 2024 following the challenging business

environment in 2023, we remain on track to

meet our SBTs aligned with 1.5°C, playing

our part in transitioning to a low-carbon

global economy.

Definition

Land area saved through the application of

our crop protection and seed enhancement

technologies, using 2019 as our baseline year.

Target

Throughout this decade, the land area saved

through the application of our technologies will

exceed any increase in land used to grow our

raw materials by at least a factor of two, and by

2030 we will save a minimum of 200,000

hectares per year more than in 2019.

Performance

Due to a challenging demand environment in

agriculture markets, we did not meet our 2024

interim milestone of saving at least 80,000

hectares per year more than in 2019. However, in

the five years from 2020 to 2024, the cumulative

absolute land saving of 291,321 hectares

exceeded our target of 195,622 hectares.

Definition

The number of incidents per 200,000 hours

worked where a person has sustained an injury,

including all lost time, restricted work and medical

treatment cases.

Target

Achieve TRIR of 0.3 by the end of 2026.

Performance

The headline TRIR decreased to 0.47 in 2024

(2023 0.72). This has been a significant step

forward following higher TRIR in recent years

with new acquisitions being integrated into the

Group and is putting us on track for our end of

2026 target. Building on our senior leadership

training in 2023 we deployed a Human

Performance Programme across the Group,

driving employee engagement in SHE

improvement across all functions and regions.

In2024, this programme delivered over 2,500

improvement activities and actions.

Tracking our progress

Delivering on our sustainability ambitions

Key

Links to long-term incentive scheme (PSP)

Links to annual bonus scheme

Whilst the focus of our Sustainability

Commitment is delivering positive impact, we

also understand the value of external ratings to

our stakeholders. In 2024, we received an AAA

rating from MSCI, and were in the top 5% of

companies rated by EcoVadis. We use the

submission and feedback process as one

mechanism to identify areas for improvement.

We use smart science to create

high performance ingredients and

technologies that improve lives and

aim to have positive global impacts

on climate, nature and society over

the long term.

See SIR page 21 for details of Assurance Δ andRestatements +

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Key performance indicators

18 Croda International Plc Annual Report & Accounts 2024

Purpose and Sustainability

Commitment (PSC) score (%)

67%

68%

67%

‘24‘23‘22‘21‘20

Definition

The PSC score is a gauge of employee

satisfaction measured through employee

surveys and expressed as a percentage.

Target

Our target is to improve the PSC score by 8

percentage points against the 2022 baseline

by 2026.

Performance

Participation in 2024 was just under 80% of total

headcount across the year (consistent with 2023

and 2022). The PSC score for 2024 was also

broadly consistent with prior year trends at 67%

(2023: 68%). In 2025, we will be evolving the way

we survey our people through the introduction

of YourVoice, our new employee experience

feedback and engagement platform, to gain

richer insights and take more meaningful actions

that positively impact the experiences and

ultimately engagement of our teams.

New and Protected Products

(NPP) sales (%)

35.0%

27.4%

34.7%

32.9%

35.0%

36.6%

‘24‘23‘22‘21‘20

Definition

New and Protected Products (NPP)

are sales protected by virtue of being

newly launched, protected by

intellectual property or by unique

quality characteristics.

Target

We seek to drive NPP sales growth at least

as fast as total sales over the cycle.

Performance

NPP grew 6% at constant currency and are

now 35% of total Group sales (2023: 33%),

with increases in the proportion of NPP

sales in all businesses.

Driving innovation

Since launching our Commitment in 2020, we

have made significant progress towards many of

our milestones and 2030 targets. We have learned

where we need to focus our efforts to maximise

impact, and connected our Purpose and corporate

sustainability strategy with our business plans,

engaging employees around the world.

These are some of the outcomes of our efforts

over the last five years:

Executing our Commitment

Climate Positive

We remain on track to meet our Scope 1 and 2

Science Based Targets (SBTs), with 164,600 MT

fewer emissions emitted from our operations over

the period. To address our most significant GHG

emissions, those embedded in our supply chains,

>90% of our key suppliers have been assessed for

sustainability progress via EcoVadis and meet our

minimum requirements. Of these key suppliers, over

45% have public commitments to decarbonisation

that are aligned with SBTi guidance.

Land Positive

Through the use of our crop and seed technologies,

291,321 fewer hectares of land have had to be

committed globally for agriculture. From the end of

2024 we are sending zero process waste to landfill

from all our manufacturing sites, and our four major

manufacturing sites in water-stressed areas of the

world have reduced their water use impact by more

than 25% since 2018.

People Positive

An estimated 278 million people have been

protected from the harmful damage of UV rays

through use of our sun protection technologies.

All Croda employees are paid a Living Wage, and

we are in the final stages of receiving certification

from the Fair Wage Network for the work done to

date. 41% of our leadership positions are occupied

by women.

Five years of progress towards our Commitment

Collaborating to drive systemic

change

The Cambridge Institute of Sustainability

Leadership launched a Business Transformation

Framework, the final output of the Business

Transformation Group, of which Croda was a

founder member. The value chain consortium,

Action for Sustainable Derivatives, including

Croda, helped member companies continually

improve their palm derivative supply chain

transparency, address grievances and launch

an Impact Project to address socioeconomic

challenges with smallholder farmers and restore

ecosystems in palm supply chains in Indonesia.

The World Business Council for Sustainable

Development (WBCSD), a community of over

250 leading sustainable businesses, launched its

Nature Metrics report for business, the output of

the Nature Preparer’s group of which Croda was

a member.

Engaging our employees

We created a network of sustainability professionals

across Croda who have come together to share best

practice, understand plans and progress across the

organisation, and support each other to deliver our

Commitment. Hundreds of Croda employees, from

engineers to procurement specialists, from bench

chemists to account managers, have been directly

involved in executing our Commitment and

connecting it to helping our customers deliver on

their sustainability strategies. We are now ready to

launch our internal Sustainability Academy following

successful pilots in 2024, to build the competence

and confidence of our teams, and turn hundreds of

engaged employees into thousands.

At the halfway point to 2030, we are in the

process of refreshing our sustainability strategy.

Over the next cycle we will make clear choices

on the impacts we will deliver, connecting them

to value creation, and will focus on stretching but

deliverable objectives.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Key performance indicators continued

19 Croda International Plc Annual Report & Accounts 2024

Focused on driving earnings growth and increasing returns

Sales growth (constant

currency)

(0.8)%

Adjusted operating margin

17.2%

Return on invested

capital (ROIC)

7.1%

Adjusted basic earnings

per share (EPS)

142.6p

1.1%

5.2%

(18.5)%

(0.8)%

43.2%

‘24‘23‘22‘21‘20

Consumer Care

Industrial Specialties

Life Sciences

Total Group

10%

20%

30%

40%

‘24‘23‘22‘21‘20

14.2%

14.4%

8.3%

7.1%

14.2%

‘24‘23‘22‘21‘20

175.5

272.0

167.6

250.0

‘24‘23‘22‘21‘20

142.6

Definition

Total sales growth measured at

constant currency.

Target

Mid-single digit percentage growth in

Consumer Care and high-single digit

percentage growth in Life Sciences.

Performance

Group sales were down 1% at constant

currency, but increased by 2% when

adjusting for the benefit of Covid-19 lipid

sales in the prior year. At constant currency,

sales in Consumer Care were up by 7%, with

Industrial Specialties up by 2% and Life

Sciences down by 6% (excluding Covid-19

lipid sales in the prior year).

Definition

Adjusted operating profit as a percentage

of sales.

Target

Adjusted operating margin over the medium

term at or above 25% in Consumer Care and at or

above 30% in Life Sciences, dependent on the

mix of growth in the two businesses.

Performance

The adjusted operating profit margin fell to 17.2%

(2023: 18.9%). Recent declines primarily reflect

volume declines across our core markets

through 2023 (leading to low utilisation and

reduced overhead coverage), the absence of

high-margin Covid-19 lipid sales (which peaked

at around $200m in 2021 and were nil in 2024,

as well as continued investment in our business).

Definition

Adjusted operating profit after tax divided by

the average adjusted invested capital. Adjusted

invested capital represents net assets adjusted for

net debt, earlier goodwill written off to reserves,

accumulated amortisation of acquired intangible

assets and the net pension asset/liability.

Target

ROIC of at least two times cost of capital.

Performance

Post-tax ROIC reduced to 7.1% (2023: 8.3%),

with lower adjusted operating profit after tax

accompanied by an increase in invested capital.

This reflects heightened capital investment,

including the Pharma investment programme

which is nearing completion. With ROIC below

target, our focus is on delivering value from

recent investments.

Definition

Adjusted profit after tax attributable to owners

of the parent, divided by the average number

of shares in issue during the year.

Target

At least mid-single digit percentage EPS

growth per annum.

Performance

EPS reduced to 142.6p (2023: 167.6p) reflecting

lower operating profit, partly due to the benefit

of Covid-19 lipid sales in the prior year. While

net finance costs were higher, reflecting higher

average debt levels through 2024, the effective

tax rate was lower at 23.0% (2023: 23.9%).

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Key performance indicators continued

Business review – Consumer Care

Performance in 2024

Consumer Care

2024

£m

2023

£m Change

Constant

currency change

Beauty Actives sales 3% 6%

Beauty Care sales (3)% 0%

Fragrances and Flavours sales 15% 18%

Home Care sales 9% 13%

Total Consumer Care sales 920.0 886.1 4% 7%

Adjusted operating profit 160.2 160.3 (0)% 4%

Adjusted operating margin 17.4% 18.1% (0.7)ppts

IFRS operating profit 128.4 127.8 1%

Consumer Care grew sales by 4% on a reported basis or 7% at constant currency. Sales growth was

driven by an 11% increase in sales volumes, reflecting more stable customer inventory levels and

demand. Price/mix was 5% lower as we took advantage of lower raw material costs to reduce prices

in certain business units, with the margin that we make on raw materials in our sales prices stable.

Acquisitions added 1% from sales of ceramides in H1 following the Solus Biotech acquisition, whilst

foreign currency translation was a 3% headwind.

Adjusted operating profit increased 4% with the second half adjusted operating margin down slightly on

H1 due to the mix impact of continued strong F&F sales, but significantly ahead of the same period last

year due to higher sales volumes and robust cost control.

Business units

Beauty Actives

is a leader in peptides

– the most effective

ingredient for preventing

skin ageing, biotech-

derived ingredients,

botanicals and

ceramides for rapid

skin moisturisation.

Beauty Care

comprises ‘effect’

ingredients – such as

hair care proteins and

mineral sunscreens, and

formulation ingredients

which make up the

structural chassis of

customer formulations,

many of which are

differentiated by their

sustainability profile.

Fragrances and

Flavours (F&F)

goes to market as

Iberchem, with its wide

range of fragrances and

niche positioning with

L&R customers, Parfex,

for fine, premium skin

care and natural

fragrances, and

Scentium for Flavours.

Home Care

is focused on two

technology platforms

which provide improved

efficacy and

sustainability – fabric

care, with proteins that

increase the lifetime of

clothes; and household

care, with sustainable

surfactants.

In Consumer Care, our leadership in innovative and sustainable ingredients, and

the breadth of our ingredient portfolio, customer base and geographic reach are

our key strengths. With the continued fragmentation of Consumer Care markets,

our leading position with local and regional (L&R) customers is a particularly

important source of competitive advantage as these customers win share.

A B C D

20% 45% 30% 5%

Sales

£920.0m

Strategy

In Consumer Care, we aim to be the most responsive and sustainable supplier of innovative ingredients.

Our strategy is:

Consumer Care is making a significant contribution to the UN Sustainable Development

Goals. For details see page 6 of the Sustainability Impact Report.

to localise the delivery of innovation

to meet the specific requirements

of consumers in each region;

and prioritise selected countries,

notably China and India, where we

are growing strongly.

‘widen the gap’ with

competitors in our

sustainability leadership;

20 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Business reviews

increases in sales of ECO surfactants and mineral

sunscreen dispersions

• Sector-leading product-level carbon footprint

data is now available for ~1,500 product codes

in Beauty Care and ~600 in Home Care, enabling

customers to make informed decisions about the

carbon footprint of their formulations

• We are increasing transparency and traceability

of our natural raw material supply chains, building

customer confidence in ingredient integrity

Driving fast growth in Asia

Whilst Consumer Care grew sales in every region,

Beauty sales were strongest in Asia, up 10%

(at constant currency and excluding sales of

ceramides acquired in July 2023):

• The key Asian markets of China, India and South

Korea grew 11%, 18% and 26% respectively at

constant currency, leveraging our excellent

relationships with L&R customers and investment

in R&D and sales in recent years

• Asia remains the primary focus of Consumer Care

investment with selective expenditure in new

manufacturing capacity. A new surfactants plant

in Dahej, India is due to be commissioned in early

2025, and a new facility will come on-stream in

Guangzhou in 2026, initially to support the

continued growth of fragrances in China

Extracting value from recent

investments

We are committed to capturing the full potential of

recent acquisitions, including Solus Biotech in South

Korea, which completed in July 2023. Whilst its

biotech-derived active ingredients, such as ceramides,

are excellent additions to our portfolio, growth rates

should be higher. We have accelerated implementation

of our integration plan:

• Integrating the business with our South Korean

operations and exiting all distributor agreements

• Accelerating global sales by leveraging Croda’s

global selling network, with dedicated business

development leads in each region

• Developing ceramides that are easier for

customers to formulate

Strategic progress

Innovation – our key differentiator

Our Innovation pipelines are expanding as customer

demand increases for our innovation-led approach:

• NPP sales grew 11% at constant currency and

improved to 43% of total sales (2023: 42%)

• We are developing and launching more new

products including:

• Luceane, obtained from the bio-fermentation of

a marine micro-organism, and proven to reduce

premature skin ageing by five years in one month,

as well as immediately reducing skin fatigue

• New hair care ingredients derived from

ceramides, currently used for skin care, such

as Shingo’HAIR DryPure which promotes

scalp health

• A rapid increase in application-focused innovation,

driven directly by customer requests, which often

results in the creation of new formulation

ingredients, such as new emulsifiers and

surfactants that are PEG-free

Localising innovation delivery

With a direct sales force and innovation centres close

to customers in key countries globally, our business

model is optimised to support customers of all sizes.

We are localising the delivery of innovation to meet

the specific requirements of consumers in each

region, and to enhance our intimacy with L&R

customers who are continuing to grow strongly.

Our prices are normally higher to smaller customers

because we provide them with additional support, so

less concentration in our customer base is providing

more opportunities for us at good margins:

• Sales to L&R customers increased 11% in

constant currency

• They now represent 80% of Consumer Care sales

(2023: 77%)

Widening the gap in our sustainability

leadership

With sustainability continuing to influence customer

buying behaviour, we are seeking to leverage our

leadership position through the creation of new

sustainable ingredients and verification data to prove

our claims:

• Demand is increasing for our ingredients that are

differentiated by their sustainability characteristics

including strong double-digit percentage

Beauty Care

Beauty Care sales were flat with a 9% increase in

sales volumes offset by lower price/mix, and the

margins that we make on raw materials in our

sales prices were higher than the prior year.

Beauty Care grew in all regions at constant

currency other than Europe, with sales in North

America benefiting from regained business that

we lost in 2022 due to our inability to meet all of

the demand for certain ingredients at the peak of

restocking. Performance also benefitted from our

focus on contract manufacturers as an additional

route to independent brands, who we can support

through our expertise in trends and formulation.

We are accelerating innovation to enhance

portfolio differentiation, with NPP sales growing

6% at constant currency and a significant increase

in projects undertaken in close collaboration with

customers to meet their precise performance

requirements and specific growth opportunities.

To underpin consistent plant utilisation, we are

also managing sales volumes at the lower end

of the Beauty Care portfolio where there is less

differentiation, for example through greater

flexibility in pricing for certain product/customer

combinations.

Home Care

Home Care grew 13% at constant currency with

strong volumes and good growth in all regions

driven by demand for its innovative ingredients

differentiated by sustainability and strong

performance claims.

Business unit commentary

F&F

F&F led the way with sales up at 18% in constant

currency and the business delivering higher sales

growth than competitors. This excellent

performance reflects its leading position with

higher-growth L&R customers. Growth was well

balanced across both Fragrances and Flavours

and was driven by a combination of higher sales

with existing customers, market share gains and

new technologies. Focus areas for innovation

include micro-encapsulation with new patents

filed in year, and odour-neutralising fragrances

that are biodegradable. Capital continues to be

allocated to this business to sustain growth, with a

new R&D centre now open in Dubai, the expansion

of fine fragrances at our dedicated facility in

Grasse in France, and ongoing construction of a

new manufacturing facility in China which will be

in partnership with Beauty Actives.

Beauty Actives

Beauty Actives grew 6%, in constant currency,

driven by a 16% increase in sales to Asia (excluding

acquired ceramides) including double-digit

percentage growth in China where the business

has excellent relationships with L&R customers

which are winning market share. Whilst peptides

drove the sales growth, new product development

is also focused on biotech-based ingredients and

ceramides, leveraging the combined expertise of

teams in France and South Korea.

Taking ceramides beyond skin care

Shingo’HAIR Drypure is a new ceramide

innovation from our team in South Korea.

The biotech-derived active enhances scalp

health, thereby promoting strong and

healthy hair. It’s a great example of how the

rapid moisturisation qualities of ceramides

can be used beyond skin care.

100%

natural origin

78%

increase in hair shine

21 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Business reviews continued

Business review – Life Sciences

Performance in 2024

Life Sciences

2024

£m

2023

£m Change

Constant

currency

change

2023 £m

(ex CV19*)

Change

(ex CV19*)

Constant

currency

change

(ex CV19*)

Sales

Pharma sales (18)% (16)% (5)% (2)%

Crop Protection sales (19)% (16)%

Seed Enhancement sales (2)% 1%

Total Life Sciences sales 504.3 602.3 (16)% (14)% 554.3 (8)% (6)%

Adjusted operating profit 104.0 150.3 (31)% (27)%

Adjusted operating margin 20.6% 25.0% (4.4)ppts

IFRS operating profit 85.5 131.7 (35)%

* Where indicated, sales exclude £48m of lipid sales for CV19 vaccine applications in 2023. They are excluded

from this growth calculation to give a more informative year-on-year comparison, as there were no CV19 lipid

sales in 2024.

Life Sciences sales fell 16%, comprising a 3% reduction in sales volumes, with price/mix 4% lower, a 1%

acquisition contribution from sales of phospholipids, and adverse impacts of 8% from the absence of

CV19 lipids and 2% from foreign currency translation. Life Sciences returned to growth in the second half

year, with sales up 6% (ex CV19, at constant currency) driven by an improved performance in our

Agriculture businesses – both Crop Protection and Seed Enhancement.

The adjusted operating margin improved from 18.3% in H124 to 22.9% in H224 due to higher sales

volumes in Crop Protection as well as strong cost control, resulting in a full year adjusted operating

margin of 20.6% (2023: 25.0%), the prior year margin having benefitted from high margin CV19 lipid sales.

Sales

£504.3m

Business units

Pharma

targets leadership in biologics

drug delivery, providing excipients

and adjuvants for drugs through

synthesis, purification, formulation

and application technology

know-how

Crop Protection

has leading relationships with the

major crop science companies,

offering ingredients that improve

performance and delivery of

crop protection formulations

Seed Enhancement

leverages our leadership in seed

coating systems and

enhancement technologies to

improve germination, stimulate

development of seeds and

increase crop yields

Life Sciences focuses on providing delivery systems for active pharmaceutical

and agricultural products. Our technologies deliver the active ingredient,

improve its efficacy, and solve challenges of stability and sustainability in

customer formulations.

A B C

55% 30% 15%

Strategy

Over the next decade, the move to biologics is

the principal technology trend in both

pharmaceutical and agricultural markets. In Life

Sciences, we aim to empower biologics delivery

through the development of innovative solutions.

Through execution of our strategy, we have

established our Agriculture businesses as

innovation partner for delivery systems, creating

new systems specifically for the delivery of

biopesticides and meeting the sustainability

challenges of conventional pesticide delivery

and seed solutions.

In Pharma, we have developed a portfolio of

delivery systems that generate revenue at every

stage of the development cycle of new drugs,

from discovery through to commercial supply.

Our portfolio includes an increasing number of

novel technologies focused on segments with

the highest innovation needs, and has a well-

diversified risk profile combining both near and

medium-term growth opportunities. Growth of

our existing business will be supplemented by

opportunities for breakout growth as new drugs

that we are supporting are commercialised and

we bring our own new drug delivery technologies

to market.

Life Sciences is making a significant

contribution to the UN Sustainable

Development Goals. For details

see page 6 of the Sustainability

Impact Report.

22 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Business reviews continued

Strategic progress

Innovation – our key differentiator

NPP improved to 31% of total sales (2023: 28%) as

our strategic growth areas in Pharma grew more

quickly than sales for consumer health applications.

In Pharma, innovation pipelines are expanding

rapidly:

• Customer new drug pipelines are growing

and maturing as new drugs progress through

clinical trials:

• Globally, there are 1,700 RNA therapeutics

under development across mRNA and gene

editing, with the number increasing rapidly.

Moderna’s mRNA vaccine for RSV was

approved in 2024 and GSK, Pfizer and

Moderna are developing vaccines for flu that

are expected to commercialise in 2025 or

2026. New Nucleic Acid therapeutics require

bespoke delivery systems, playing to our

strengths.

• As adjuvant systems are semi-active

substances critical to the efficacy of new

vaccines, we have good visibility of the

clinical trials in the market and the future

systems required. There are now ~1,500

therapeutic vaccines undergoing clinical

trials with an additional 280 now marketed,

up from 140 in 2022

• We are executing against our plan for

launching new technologies:

• Our novel, lipid-based synthetic alternative

to an adjuvant already used in shingles,

malaria and RSV vaccines, has been

included in 80 active customer projects

spanning research and clinical phases

• Virodex, our sustainable alternative to a

bioprocessing aid now banned in Europe,

delivered early sales in 2024 across 10

projects with over 150 other opportunities

being pursued

• We have just launched Super-Refined

Poloxamer 188, leveraging our refining

and purification expertise. It is an aid to

cell growth that is used during upstream

bioprocessing, delivering excellent cell

culture performance and batch-to-batch

consistency, and therefore lowering

biomanufacturing risk

• We are driving partnership opportunities to

enhance our in-house capabilities

• With vaccine adjuvants a particular focus of

our sustainability strategy for Pharma, our

fermentation-derived squalene adjuvant,

developed via an exclusive licensing

agreement with Amyris, provides a

sustainable replacement for shark-derived

material, and is currently under advanced

evaluation by global pharma companies

In Agriculture, we develop sustainable solutions

to improve yields, accelerate the transition to

biopesticides and contribute to food security. All

technologies launched in 2024 are contributing

sales including:

• Our first dedicated delivery system for

biopesticides

• A delivery system optimised for application by

drone, now available across Asia after good

uptake in China

• Additions to our range of seed coatings that

are free from micro-plastics, which grew well

reflecting our market-leading position ahead

of the ban on microplastics in seeds in Europe

by 2028. These coatings are being sold across

Europe, North America and Latin America,

and are in final test stages with major

seed companies

Looking ahead, our internal innovation pipelines

and Agriculture product launches for 2025 are

focused on:

• Biodegradability – aligned with customer demand

• Biopesticides – with the US Environmental

Protection Agency estimating that

biopesticides now represent 75% of

applications for new pesticides and R&D

programmes in place at all major customers

• Biologicals more broadly – including

technologies for delivering sensitive microbes

on seeds

Extracting value from investments

Whilst our Crop Protection business will benefit

from the commissioning of our new surfactants

plant in India in 2025, Pharma has been the

principal beneficiary of capital allocated to Life

Sciences since 2020 due to its potential for

significant incremental growth at superior returns.

We are capturing the full potential of acquisitions

and organic investments by:

• Driving the sales of phospholipids, acquired with

Solus Biotech, through our global selling network

• Leveraging the Alabaster site in Alabama, USA as

our centre of excellence for lipid development

providing R&D, process development, analysis,

small-scale manufacturing and regulatory

support. We are also expanding our lipid portfolio

and leveraging the Avanti brand to access

research customers

• Transferring larger-scale manufacturing and

enabling future growth at a new multi-purpose

facility in Lamar, Pennsylvania, due to

commence production in H2 and built with

US Government support

• Expanding our cGMP lipid manufacturing

capabilities in Leek, Staffordshire with UK

Government support, to provide a second lipid

production facility in Europe

We are nearing the end of the previously

announced £175m Pharma investment

programme and expect capex to moderate

in 2025 as new assets are commissioned.

Leadership

Thomas Riermeier joins Croda as President

of Life Sciences in April 2025. He has excellent

knowledge of both the chemical and

pharmaceutical industries having previously led

the Health Care business at Evonik Industries AG.

In this role he was responsible for drug

substances, drug delivery and products, and

health solutions, including lipid delivery systems

for nucleic acid-based vaccines and drugs.

Business unit commentary

Pharma

Pharma sales fell by 2% excluding the impact of

currency translation and £48m of CV19 lipid

sales in the prior year. Following the acquisition

of Solus Biotech in July 2023, there was a 1%

inorganic contribution from phospholipid sales

for both intravenous nutrition and as delivery

systems for pharma actives. With biopharma

demand improving through the year, sales of

lipids for drug research and delivery systems

for protein-based drugs, both strategic growth

areas for Croda, continued to grow. By contrast,

sales into consumer health and veterinary

markets fell particularly in Europe, and Adjuvant

Systems was impacted by the normalisation of

CV19 demand. As a result, sales were higher in

Asia and North America, important regions for

drug development, but fell in EMEA and Latam,

where consumer health represents a larger

proportion of sales. In response to challenging

conditions in consumer health markets, we are

refocusing resources to drive an improvement

in sales, supported by ongoing flexibility in

price.

Crop Protection

Crop Protection sales fell 16% at constant

currency, comprising a 31% decline in H124

against a very strong comparator period and a

6% increase in H224 when volumes started to

recover. While customer inventory levels

remain mixed, demand has begun to improve

in the context of stabilising in crop commodity

prices. Our continued development of business

with fast-growing local and regional crop

protection companies delivered positive sales

and volume impact despite the challenging

market environment.

Seed Enhancement

Seed Enhancement sales grew 1% at constant

currency with the second half weighting more

pronounced than usual. Adverse weather

conditions and falling commodity prices earlier

in the year adversely impacted field crop sales

but the vegetable services business performed

well, particularly in EMEA, positively impacting

business mix.

23 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Business reviews continued

Croda’s Industrial Specialties business is not a priority for capital allocation, but it plays an important role

in our integrated Group manufacturing model. The business contributes to the efficiency of our shared

manufacturing site model by helping to optimise utilisation rates, maximising sales into value-added

industrial applications using Croda’s core chemistries, and operating a supply contract established as

part of the divestment of the industrial businesses in June 2022.

2024 performance

Industrial Specialities

2024

£m

2023

£m Change

Constant

currency

change

Sales

Direct sales 2% 5%

Sales via Supply Agreement (8)% (5)%

Total Industrial Specialities sales 203.8 206.1 (1)% 2%

Adjusted operating profit 15.5 9.4 65% 73%

Adjusted operating margin 7.6% 4.6% 3.0ppts

IFRS operating profit 13.6 (12.0) -

Industrial Specialties sales were £203.8m (2023: £206.1m), down 1% on a reported basis and up 2% at

constant currency, with industrial demand more stable following a progressive decline in 2023, and a

modest increase in H2. Sales comprised a 9% increase in volumes, with price/mix 7% lower, and an 3%

headwind from foreign currency translation. The margin that we make on raw materials in our sales

prices was robust and stable. At constant currency, direct sales by Croda to industrial customers grew

by 5% and sales via the supply agreement fell by 5%.

Adjusted operating profit was £15.5m (2023: £9.4m) with the associated adjusted operating margin of

7.6% (2023: 4.6%) benefitting from favourable product mix particularly in the first half year.

Business review – Industrial Specialties

Reducing GHG emissions and water

consumption in the textile industry

The textile producing industry consumes a lot of

energy and water in its many process steps. Matexil

from Croda helps our customers dramatically

reduce water consumption and lowers the

processing temperatures required to manufacture

textiles. In addition it ensures textile colours last

longer, extending the lifetime of fabrics. In these

ways Croda is helping reduce the carbon and water

footprints of the textile industry and extend the

lifetime of fabrics.

24 Croda International Plc Annual Report & Accounts 2024

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Business reviews continued

25 Croda International Plc Annual Report & Accounts 2024

Financial performance

Sales

Group sales were £1,628.1m (2023: £1,694.5m),

impacted by higher sales volumes, lower price/

mix, the absence of lipid sales for CV19 vaccine

applications that totalled £48m in the prior year,

a 3% headwind from foreign exchange and a 1%

inorganic contribution from the Solus Biotech

acquisition which completed in July 2023. Our

approach is to disclose the impact of acquisitions

separately in their first year of ownership, so the

acquisition benefit from Solus Biotech comprises

its sales and profit contribution in the first half

year. We have also disclosed below quarterly

sales performance as we will continue to report

sales performance quarterly during 2025.

Performance enhanced by cost and

capital discipline

Group sales grew 2% at constant currency (ex CV19)

as we proactively drove sales volumes and as a

consequence improved our capacity utilisation. Our

financial performance benefitted from proactive cost

discipline and strict control of discretionary

expenditure alongside strong pricing and capital

discipline. Cost control actions included freezing

recruitment, minimising travel, optimising production

and accelerating the integration of acquisitions. Many

of the self-help measures that we introduced in 2024

are the right thing to do for the business over the

longer term as well as having a positive impact on

Group adjusted operating margin in the year. For

2025, our objective is that continued proactive cost

control and the early benefits of further operational

efficiencies and modernisation initiatives will

significantly offset the impacts of inflation and the

incremental costs associated with recent strategic

investments being commissioned. These investments

have realigned our portfolio with structural drivers of

growth in our markets, positioning us for future

earnings growth and improving returns.

Anthony Fitzpatrick

Interim Chief Financial Officer,

President Strategy and Industrial Specialties

Currency translation

Sterling strengthened against both the US

Dollar, at US$1.28 (2023: US$1.24) and against

the Euro, at €1.18 (2023: €1.15). Currency

translation reduced sales by £52.1m and

adjusted operating profit by £13.9m. This was

driven by both the strength of Sterling against

the US Dollar and the Euro (which together

represent approximately 65% of the Group’s

currency translation exposure) and by the

impact of changes in exchange rates for other

smaller currencies including the effect of the

application of IAS 29 (‘Financial Reporting in

Hyperinflationary Economies’) to reporting in

Argentina and Turkey. We estimate that the

average annual currency translation impact

on adjusted operating profit is £1m per Dollar

cent movement per annum and £1m per Euro

cent movement per annum.

Quarterly

sales £m

Consumer

Care

Life

Sciences

Industrial

Specialties Group

Life Sciences

(ex-CV19)*

Group

(ex-CV19)*

Year-on-year

change

Q1 2023 236.8 170.8 69.1 476.7 170.8 476.7 -

Q2 2023 218.8 132.4 53.0 404.2 132.4 404.2 -

Q3 2023 218.2 125.0 43.7 386.9 125.0 386.9 -

Q4 2023 212.3 174.1 40.3 426.7 126.1 378.7 -

Q1 2024 236.8 121.8 49.9 408.5 121.8 408.5 (14)%

Q2 2024 231.6 124.4 51.4 407.4 124.4 407.4 1%

Q3 2024 228.1 128.8 49.7 406.6 128.8 406.6 5%

Q4 2024 223.5 129.3 52.8 405.6 129.3 405.6 7%

Half yearly

sales £m

Consumer

Care

Life

Sciences

Industrial

Specialties Group

Life Sciences

(ex-CV19)*

Group

(ex-CV19)*

Year-on-year

change

H1 2023 455.6 303.2 122.1 880.9 303.2 880.9 -

H2 2023 430.5 299.1 84.0 813.6 251.1 765.6 -

H1 2024 468.4 246.2 101.3 815.9 246.2 815.9 (7)%

H2 2024 451.6 258.1 102.5 812.2 258.1 812.2 6%

* Life Sciences and Group sales exclude £48m of lipid sales for CV19 vaccine applications in Q4 2023. They are excluded from this

growth calculation to give a more informative year-on-year comparator, as there were no CV19 lipid sales in 2024.

Sales (ex CV19* where indicated)

Constant

Currency

Change Change

Constant

Currency

Change

(ex CV19*)

Change

(ex CV19*)

Consumer Care 7% 4% 7% 4%

Life Sciences (14)% (16)% (6)% (8)%

Industrial Specialties 2% (1)% 2% (1)%

Group (1)% (4)% 2% (1)%

Sales

2024

£m Price/mix Volume Acquisition

CV19

lipids* Currency

2023

£m Change

Consumer Care 920.0 (4.8)% 11.4% 0.6% - (3.4)% 886.1 3.8%

Life Sciences 504.3 (3.7)% (2.9)% 0.8% (8.0)% (2.5)% 602.3 (16.3)%

Industrial Specialties 203.8 (6.4)% 8.5% - - (3.3)% 206.1 (1.2)%

Group 1,628.1 (5.5)% 6.9% 0.6% (2.8)% (3.1)% 1,694.5 (3.9)%

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Finance review

26 Croda International Plc Annual Report & Accounts 2024

Profit and margin

2024 2023

IFRS

£m

Adjustments

£m

Adjusted

£m

IFRS

£m

Adjustments

£m

Adjusted

£m

Sales 1,628.1 - 1,628.1 1,694.5 - 1,694.5

Cost of sales (894.2) - (894.2) (964.5) - (964.5)

Gross profit 733.9 - 733.9 730.0 - 730.0

Operating costs (506.4) (52.2) (454.2) (482.5) (72.5) (410.0)

Operating profit 227.5 (52.2) 279.7 247.5 (72.5) 320.0

Net interest charge (19.7) - (19.7) (11.2) - (11.2)

Profit before tax 207.8 (52.2) 260.0 236.3 (72.5) 308.8

Tax (48.2) 11.6 (59.8) (64.2) 9.5 (73.7)

Profit after tax 159.6 (40.6) 200.2 172.1 (63.0) 235.1

2024 2023

Operating Profit IFRS £m

Adjustments

£m Adjusted £m IFRS £m

Adjustments

£m Adjusted £m

Consumer Care 128.4 (31.8) 160.2 127.8 (32.5) 160.3

Life Sciences 85.5 (18.5) 104.0 131.7 (18.6) 150.3

Industrial Specialties 13.6 (1.9) 15.5 (12.0) (21.4) 9.4

Group 227.5 (52.2) 279.7 247.5 (72.5) 320.0

Adjustments

2024

£m

2023

£m

Business acquisition costs - (9.6)

Restructuring costs (3.0) (5.4)

Business transformation costs (3.5) -

Environmental provision (8.5) -

Impairment - (20.8)

Amortisation of intangible assets arising on acquisition (37.2) (36.7)

Total adjustments (52.2) (72.5)

Adjusted profit

2024

£m

Underlying

growth

£m

Acquisition

impact

£m

Constant

currency

change

Currency

impact

£m

2023

£m Change

Consumer Care 160.2 7.2 (0.1) 4.4% (7.2) 160.3 (0.1)%

Life Sciences 104.0 (39.7) (0.6) (26.8)% (6.0) 150.3 (30.8)%

Industrial Specialties 15.5 6.8 - 72.6% (0.7) 9.4 64.9%

Operating profit 279.7 (25.7) (0.7) (8.2)% (13.9) 320.0 (12.6)%

Net interest (19.7) (11.2)

Profit before tax 260.0 308.8 (15.8)%

Cost of sales benefitted from a reduction in raw material costs, which fell ~4% following a ~12% reduction

in 2023. Lower raw material costs enabled us to selectively reduce prices in certain business units with

the margin that we make in our sales prices on these raw materials robust and broadly in line with the

pre-pandemic period. Aided by lower prices, we delivered a 9% increase in sales volumes in both Beauty

Care and Industrial Specialties, which account for almost 70% of volumes at our 11 shared manufacturing

sites, thereby improving asset utilisation and benefiting adjusted operating margins. We expect a small

increase in the average cost of raw materials in the first quarter of 2025 driven by the rising cost of

bio-based raw materials, notably palm oil derivatives. With raw material costs expected to rise modestly

in 2025, the headwinds that we have seen from price/mix are expected to diminish. People and freight

costs were higher as anticipated, with energy costs lower.

IFRS operating profit was £227.5m (2023: £247.5m). IFRS operating profit included a charge for adjusting

items of £52.2m (2023: £72.5m), comprising a £37.2m (2023: £36.7m) charge for amortisation of acquired

intangibles, an increase in environmental provisions of £8.5m (2023: nil increase), restructuring costs

associated with changes to the Group’s operating model of £3.0m (2023: £5.4m), and business

transformation costs of £3.5m (2023: nil) principally relating to our Enterprise Resource Planning

(ERP) system.

Group adjusted operating profit was £279.7m (2023: £320.0m). The full year adjusted operating profit

margin of 17.2% (2023: 18.9%) was adversely impacted by investment costs, inflation, the absence of

CV19 lipid sales and the partial unwind of the benefit we saw in 2023 from a negligible variable

remuneration charge. The adjusted operating margin improved from 16.6% in H124 to 17.7% in H224

driven by robust cost discipline and better capacity utilisation as sales volumes began to recover in

Crop Protection which also uses our shared sites for its manufacturing.

Net finance costs were £19.7m (2023: £11.2m), in line with our guidance; we expect a further small

increase in net finance costs in 2025. Profit before tax (on an IFRS basis) was £207.8m (2023: £236.3m)

and adjusted profit before tax was £260.0m (2023: £308.8m) or £273.1m at constant currency.

The effective tax rate on adjusted profit was 23.0% (2023: 23.9%) and the effective tax rate on IFRS profit

was 23.2% (2023: 27.2%). IFRS basic earnings per share (EPS) were 113.5p (2023: 122.5p) and adjusted

basic EPS were 142.6p (2023: 167.6p).

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Finance review continued

27 Croda International Plc Annual Report & Accounts 2024

Cash flow

Proactive cash flow management yielded good results with improved free cash flow of £181.1m

(2023: £165.5m). This included a working capital inflow of £20.9m (2023: £29.1m inflow) which benefitted

from payment of a CV19 lipid receivable from 2023 as well as careful management of net working

capital days.

Full year ended 31 December

Cash flow

2024

£m

2023

£m

Adjusted operating profit 279.7 320.0

Depreciation and amortisation 98.6 89.5

Adjusted EBITDA 378.3 409.5

Working capital 20.9 29.1

Interest & tax paid (84.4) (93.5)

Non-cash pension expense 2.9 (4.4)

Share-based payments 5.0 (4.2)

Other cash movements (3.3) 1.0

Net cash generated from operating activities 319.4 337.5

Net capital expenditure (137.9) (170.1)

Interest received 6.9 8.3

Payment of lease liabilities (17.5) (17.0)

Exceptional items cash outflow add back 10.2 6.8

Free cash flow 181.1 165.5

Dividends (152.2) (150.7)

Acquisitions - (241.8)

Business disposal (6.8) (4.6)

Exceptional items cash outflow (10.2) (7.9)

Other cash movements (5.2) (10.3)

Net cash flow 6.7 (249.8)

Net movement in borrowings (9.0) 125.1

Net movement in cash and cash equivalents (2.3) (124.7)

Continued balance sheet strength

Enhanced by improved free cash flow, our balance

sheet remains strong.

Net capital expenditure fell to £137.9m

(2023: £170.1m) as we reviewed capital

commitments and phasing. We are towards

the end of the previously announced Pharma

investment programme so would expect capex

to moderate further as we utilise the capacity we

have built and investment in future capacity is

highly selective. We expect depreciation to

increase by approximately £10m in 2025, partially

driven by the impact of new facilities commencing

operations (notably in Lamar, USA and Dahej, India).

Building on our record of consistent distribution to

shareholders, the Board is proposing to increase

the full year dividend to 110p (2023: 109p), despite

temporarily taking us above our stated percentage

of adjusted profit after tax, reflecting its confidence

in delivery of future earnings growth.

Closing net debt was £532.3m (31 Dec 23: £537.6m),

with a leverage ratio of 1.4x adjusted EBITDA

(31 Dec 23: 1.3x), within our 1-2x target range.

In October 2024, we successfully refinanced our

bank Revolving Credit Facility with a new five-year

£630m multi-currency facility. As at 31 December

2024, the Group had committed funding in place

of £1,075.8m, with undrawn long-term committed

facilities of £418.0m and £166.8m in cash.

Retirement benefits

The post-tax asset on retirement benefit plans at

31 December 2024, measured on an accounting

valuation basis under IAS-19, improved to £77.7m

(31 Dec 2023: £64.9m). Cash funding of the

various plans is driven by the schemes’ ongoing

actuarial valuations. The triennial actuarial

valuation of the largest pension plan, the UK

Croda Pension Scheme, was performed as at

30 September 2023 and indicated that the

funding position of the scheme had significantly

improved. The scheme was 120.6% funded on a

technical provisions basis. Consequently, the cash

cost of providing benefits has fallen and no deficit

recovery plan is required.

Capital allocation policy

We allocate capital in line with the

following priorities:

Reinvest for growth – investment in

organic capital expenditure to drive

shareholder value creation through new

capacity, product innovation and expansion

in attractive geographic markets to drive

sales and profit growth.

Provide regular returns to shareholders –

pay a regular dividend to shareholders,

representing 40 to 50% of adjusted profit

after tax over the business cycle.

Acquire disruptive technologies – target

technology acquisitions in existing and

adjacent markets.

Maintain an appropriate balance sheet and

return excess capital – maintain an

appropriate balance sheet to meet future

investment and trading requirements,

targeting a leverage ratio of 1 to 2x over

the medium-term cycle. We consider

returning excess capital to shareholders

when leverage falls below our target range

and sufficient capital is available to meet

our investment opportunities.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Finance review continued

28 Croda International Plc Annual Report & Accounts 2024

We use a number of Alternative Performance

Measures (APMs) to assist in presenting

information in this report. We use such

measures consistently at the half year and full

year, and reconcile them as appropriate. Whilst

the Board believes the APMs used provide a

meaningful basis upon which to analyse the

Group’s financial performance and position,

which is helpful to the reader, it notes that

APMs have certain limitations, including the

exclusion of significant recurring items, and

may not be directly comparable with similarly

titled measures presented by other companies.

The measures used in this report include:

• Constant currency results: these reflect

current year performance for existing

business translated at the prior year’s

average exchange rates. Constant currency

results are the primary measure used by

management to monitor the performance of

overseas business units, since they remove

the impact of currency translation into

Sterling, the Group’s reporting currency, over

which those overseas units have no control.

Constant currency results are similarly useful

to shareholders in understanding the

performance of the Group excluding the

impact of movements in currency translation

over which the Group has no control.

Constant currency results are reconciled to

reported results in the review of financial

performance. The APMs are calculated

as follows:

a. For constant currency profit, translation is

performed using the entity reporting

currency before the application of IAS 29

hyperinflation and any associated one-off

foreign exchange gains or losses;

b. For constant currency sales, local currency

sales are translated into the most relevant

functional currency of the destination

country of sale (for example, sales in Latin

America are primarily made in US Dollars,

which is therefore used as the functional

currency). Sales in functional currency are

then translated into Sterling using the prior

year’s average rates for the corresponding

period;

• Underlying results: these reflect constant

currency values adjusted to exclude

acquisitions in the first year of impact. They

are used by management to measure the

performance of each sector before the

benefit of acquisitions are included, in order

to assess the organic performance of the

sector, thereby providing a consistent basis

on which to make year-on-year comparison.

They are seen as similarly useful to

shareholders in assessing the performance

of the business. Underlying results are

reconciled to reported results in the review

of financial performance section below;

• Adjusted results: these are stated before

exceptional items (as disclosed in the review

of financial performance) and amortisation of

intangible assets arising on acquisition, and

tax thereon. The Board believes that the

adjusted presentation (and the columnar

format adopted for the Group income

statement) assists shareholders by providing

a meaningful basis upon which to analyse

business performance and make year-on-

year comparisons. The same measures are

used by management for planning,

budgeting and reporting purposes and

for the internal assessment of operating

performance across the Group. The adjusted

presentation is adopted on a consistent basis

for each half year and full year results;

• Adjusted operating margin or return on sales:

this is adjusted operating profit divided by

sales, at reported currency. Management

uses the measure to assess the profitability

of each sector and the Group, as part of its

drive to grow profit by more than sales value,

in turn by more than sales volume as set out

in the Group performance section below;

• Net debt: comprises cash and cash

equivalents (including bank overdrafts),

current and non-current borrowings and

lease liabilities. Management uses this

measure to monitor debt funding levels

and compliance with the Group’s funding

covenants which also use this measure. It

believes that net debt is a helpful additional

measure for shareholders in assessing the

risk to equity holders and the capacity to

invest more capital in the business;

• Leverage ratio: this is the ratio of net debt to

Earnings Before Interest, Tax, Depreciation

and Amortisation (EBITDA) and adjusted to

include EBITDA from acquisitions or

disposals in the last 12 month period. EBITDA

is adjusted operating profit plus depreciation

and amortisation. Calculations and

reconciliations are provided in the five year

record of the Group’s Annual Report. The

Board monitors the leverage ratio against the

Group’s debt funding covenants and overall

appetite for funding risk, in approving capital

expenditure and acquisitions. It believes that

the APM is a helpful additional measure for

shareholders in assessing the risk to equity

holders and the capacity to invest more

capital in the business;

• Free cash flow: comprises net cash generated

from operating activities adjusted for the

cash effect of exceptional items less net

capital expenditure and payment of lease

liabilities, plus interest received. The Board

uses free cash flow to monitor the Group’s

overall cash generation capability, to assess

the ability of the Company to pay dividends

and to finance future expansion, and, as

such, it believes this is useful to shareholders

in their assessment of the Group’s performance;

• Return on invested capital (ROIC): this is

adjusted operating profit after tax divided

by the average adjusted invested capital.

Adjusted invested capital represents net

assets adjusted for net debt, net retirement

benefit assets/(liabilities), earlier goodwill

written off to reserves and accumulated

amortisation of acquired intangible assets

(both net of deferred tax). Calculations and

reconciliations are provided in the five-year

record of the Group’s Annual Report. The

Board believes that ROIC is a key measure of

efficient capital allocation and that it is useful

to shareholders in assessing the returns

delivered by the Group and the impact of

deploying more capital to grow future

returns faster; and,

• New and Protected Products (NPP): these

are products which are protected by virtue

of being either newly launched, protected

by intellectual property or by unique quality

characteristics. NPP is used by management

to measure and assess the level of

innovation across the Group.

Alternative Performance Measures

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Finance review continued

29 Croda International Plc Annual Report & Accounts 2024

Risk strategy

Effective risk management enables the business

to protect and create value, helping us to identify

opportunities and minimise threats to the delivery

of our strategy and to build resilience within our

business model.

Risk governance

Our Board owns and oversees our risk management

programme, with overall responsibility for ensuring

that our risks are aligned with our goals and

strategic objectives. The Audit Committee assists

the Board in monitoring the effectiveness of our risk

management and internal control policies,

procedures and systems.

Risk monitoring

Global visibility of risks identified by regions, sites

and sectors is obtained through bottom-up risk

registers that are continuously updated in our

risk and control system. Using our global risk

management framework (page 30), bottom-up

risks are combined with top-down risks, the

latter being identified and owned by a member

of the Executive Committee, in our Executive

Risk Register.

In 2024, we implemented a new enterprise

risk management system, enhancing our risk

management process. Our scoring scale has

been updated from six-by-six to five-by-five,

and all previous assessments have been

re-based for consistency.

Managing risks

• Our process for managing climate-related risks

is integrated into our global risk management

framework. In collaboration with our Sustainability

team, we adhere to the recommendations of the

Task Force on Climate-related Financial

Disclosures (TCFD) and disclose the effectiveness

of our management of climate-related risks and

opportunities. In 2024 we completed a Double

Materiality Assessment considering Croda’s

Environmental, Social and Governance impacts,

risks and opportunities. The financially material

risks identified by the assessment have been

incorporated into our global risk management

framework. For more information, please refer

to pages 37-49.

Emerging risks

We consider emerging risks and opportunities

as part of our risk landscape and define them

as those whose effects have not yet been

substantially realised and whose evolution

is highly uncertain.

The Risk Committee reviews emerging risks and

opportunities from internal and external sources

at its quarterly meetings and considers whether

they should be included in our risk register.

Emerging risks can be slow moving, when they

have potential to materialise in more than a year,

or rapid velocity, which are those that may

materialise within the next year. The later are

closely monitored and actively managed.

Movements to the Executive Risk Register are

reviewed by the Risk Committee during quarterly

meetings, which also has standing agenda items

to review and monitor internal and external

emerging risks; IT and cyber risks; internal audit;

and safety, health, environmental and quality

(SHEQ) assurance. The Committee also provides

the Board with visibility of the principal risks

facing the organisation through quarterly reports.

Risk management

While our Board owns and oversees our risk

management programme, risk management

accountability is embedded throughout

our organisation:

• Our first line of defence, our employees, have

a responsibility to manage day-to-day risk in

their own areas guided by Group policies,

procedures, control frameworks and risk

appetite. Local management, and ultimately

the Executive, ensure that risks are managed

and actioned according to these frameworks

• The second line of defence is provided by

management team review of each risk register,

culminating in review by the Risk Committee

• The third line of defence is through assurance

over the effectiveness of mitigating controls,

which is provided through internal audits,

supplemented by reports from external

assurance providers

• Our Global Crisis Management Plan, which

is in place to manage significant risk events,

is owned by the Executive Committee

• Croda’s Group Fraud Policy, Group Code of

Conduct, Group Code of Ethics and Group

Whistleblowing Policy in addition to our controls

framework are in place to prevent and detect

fraud. Annually the Audit Committee reviews

the adequacy and effectiveness of the

Company’s anti-fraud procedures.

Risk appetite

Compiled based on our company

values, strategy, and capacity to absorb

risk, we define risk appetite statements

and allocate appetite and tolerance

scores for each risk subcategory.

Risk appetite indicates the level of risk

that Croda deems appropriate in pursuit

of a specific objective or strategy,

guiding our control posture towards

each type of risk. By indicating which

areas require more stringent controls in

comparison to those where excessive

controls might be prejudicial, risk

appetite supports the definition of

material controls for each principal risk.

We assess the appetite status of each

risk by comparing residual risk scores

with risk appetite and tolerance scores.

At Croda, the appetite status is not used

as a target or bar but serves as a basis

for discussing the effectiveness of

current controls, identifying risks that

need additional mitigation, and

determining their priority.

Risk appetite statements serve as an

effective tool to communicate the

Company’s stance towards various

types of risk, providing consistent

guidance for decision-making

throughout the organisation.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management

30 Croda International Plc Annual Report & Accounts 2024

Our risk framework

Board

Responsible for the risk

framework and definition

of risk appetite.

Reviews key risks with an

opportunity for in-depth

discussion of specific key

risks and mitigating

controls annually.

Audit Committee

Reviews the effectiveness of

the Group risk management

process.

Reviews assurance

over mitigating controls,

directing internal audit

to undertake assurance

reviews for selected

key risks.

Bottom-up registers

Owned by business, regions, manufacturing sites and functions, they identify local risks and mitigating controls arising from day-to-day operations in over 40 risk registers globally.

Executive risk register

Summary of the principal risks facing us prepared by combining risks identified through the local bottom-up registers with group-level risks identified by the Executive Committee

Risk categories we assess

Six categories:

• Strategic

• People and culture

• Process

• External environment

• Business systems and security

• Financial

What we assess

Risk ownership: each risk

has a named owner

Likelihood and impact:

globally applied 5x5 scoring

scale

Inherent risk: before

mitigating controls

Controls: subject to internal

audit review and monitoring

Residual risk: after

mitigating controls are

applied

Risk appetite and

tolerance: defined at

parent risk statement level

Appetite status:

comparison of residual

risk against appetite and

tolerance, prompt

discussion around control

effectiveness

Responses: for further

mitigation if required

Our risk landscape

Current risks

Risks we are

managing now

that could inhibit us

from achieving our

strategic objectives

Emerging risks

Risks and

opportunities that

have not yet been

significantly realised

and whose

development

remains highly

uncertain

What we monitor

How we monitor

Risk Committee

Chaired by Chief Finance Officer

Meets quarterly to monitor and review risks other than SHEQ, ethics and sustainability.

Considers the results of internal audit work for all risks.

Executive-Level Sustainability Committee

Chaired by Group General Counsel,

Company Secretary and President

Sustainability

Meets quarterly to oversee the development, measurement and delivery of our sustainability

strategy and related risks and opportunities. Also reviews ethics risks. Monitors against

agreed KPIs. Considers the results of assurance audits over ethics controls.

Group SHEQ Steering Committee

Chaired by President Global Operations Meets quarterly to review SHEQ risks. Monitors against targets and agreed KPIs.

Considers the results of assurance audits over SHEQ controls.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

31 Croda International Plc Annual Report & Accounts 2024

Strategic

Risk Why this matters to us How we respond What we have done in 2024

Revenue generation

Risk owner: Business Presidents

Our ambition is to deliver consistent top and

bottom-line growth, with profit growing ahead

of sales, ahead of volume. To grow, we need

to innovate and also keep pace with our

customers as they serve consumers globally

in established markets and higher-risk

developing markets. Failure to manage

these challenges and the consequences of

geopolitical tensions will adversely impact

delivery of our growth objective. Acquisitions

of adjacent technologies will dilute growth if

they are not effectively integrated.

Through our global sector sales, marketing and

technology teams, we identify consumer trends and

respond swiftly to satisfy customer needs through

key technologies.

We measure our Net Promoter Score (NPS) to

gauge customer satisfaction and loyalty, helping to

improve products and services based on feedback.

Our direct selling model enhances customer

intimacy (see our competitive advantages –

customer intimacy on page 4 for details).

Our resilient business model and focus on controlling

costs, managing cash flow and increasing sales

activity helps to mitigate the impact of difficult

trading conditions (see our competitive advantages

– our approach to growth on page 4 for details).

• Worked with our strategic customers to regain share in the less differentiated

part of our Beauty Care portfolio to increase our volume leverage

• Opened a new sales office, laboratory and customer experience centre in

Dubai to take advantage of the rapidly growing Middle East market,

particularly in fragrances

• Continued on track with the construction of new manufacturing facilities in

India, China and the USA to deliver Croda’s new technology and product

innovation into the market

• Expanded our global reach for the Ceramide and Phospholipid portfolios we

acquired in Korea, training our sales teams, enabling us to exit distribution

agreements and go direct to market

• Continue to build the portfolio and stock of commercial ready cGMP lipids

from our research catalogue

• Invested in new capacity at our European seed enhancement facility to meet

strong demand

• Our 2024 NPS was +32, in line with previous year

Principal risks

We consider principal risks to be those risks, or combination of risks, that, were they to arise and not be effectively mitigated, would cause serious disruption to our

business model, threatening future performance, solvency, liquidity or our ability to deliver our strategy. Risks at this level are recorded in our Executive Risk

The Directors have carried out a robust assessment of the emerging and principal risks facing the Group. The following table lists our principal risks, their respective

trends, connections to our strategy and business model, their significance, our responses, and the actions taken in 2024 to mitigate them.

Risk trend Link to our strategy (page 16) Link to our business model (page 5)

Risk increase Sustainability

Global Needs

Ingredient Manufacture

No change Innovation

Problem Discovery

Commercial Supply

Risk decrease Growth

Solution Development

Global Impact

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

32 Croda International Plc Annual Report & Accounts 2024

Risk Why this matters to us How we respond What we have done in 2024

Product and technology

innovation and protection

Risk owner: Business Presidents

Innovation is the lifeblood of our business. It

plays a critical role across our operations; it

differentiates us from the competition, protects

sales and improves our margins. Failure to

leverage our global innovation teams could

lead to a reduction in New and Protected

Products (NPP), impacting growth and margin.

Failure to protect our intellectual property (IP)

in these products in existing and new markets

could undermine our competitive advantage.

Our technical research and development (R&D)

teams, based in our customer innovation centres

and application laboratories globally, focus

innovation on customer and market needs and are

embedded across our business (see value creation,

from discovery to supply – problem discovery on

page 5 for details).

We invest in: R&D, open innovation and smart

partnership programmes, developing premium

niches and disruptive technology acquisitions (see

value creation, from discovery to supply – solution

development on page 5 for details).

Our specialist IP team protects new products and

technologies, defending our IP and challenging

third-party IP where appropriate (see our

competitive advantages – innovation leadership

on page 4 for details).

• Reorganised our R&D teams to ensure a balanced approach to long term

strategic innovation while also being able to rapidly respond to localised

trends through improved market/customer alignment and focus

• Created specific teams dedicated to the support of customers to enable

rapid response to customer problems, education and training

• Developed long term plans in collaboration with academic partners to facilitate

research programme which support of net zero sustainability ambitions

• Leveraged our expertise in France alongside our new capability in Korea

in skin actives to ensure continued technical leadership in this sector

• Continued the programme of innovation and scale-up in focus areas,

including protein delivery, nucleic acid delivery, vaccine adjuvant systems,

aqueous dispersants for pharma and block polymers for crop applications.

• Launched new products into the pharma market for vaccine adjuvants

and bioprocessing

Digital technology

innovation

Risk owner:

Chief Financial Officer

Digital technology is transforming Croda,

reshaping markets and driving value for

customers, employees, and the broader

business ecosystem. Customers demand

greater product transparency and more

intuitive digital experiences. By embracing

digital and data innovation, Croda maintains

its competitive edge, meets customer and

employee needs, enhances operational

efficiency, and fosters sustainable growth.

With the rapid evolution of AI, the risks and

opportunities surrounding digital technology

innovation are increasing.

Croda is intensifying its focus on technology and

digital strategy, aligning it with business needs.

We are establishing centres of excellence for AI

leadership in EMEA and process automation in Latin

America. Our global leadership leverages the rapidly

evolving digital landscape, while local teams develop

agile solutions tailored to market needs. We are

committed to creating an integrated digital

experience across our value creation model, ensuring

competitiveness and innovation in meeting customer

demands and enhancing the employee experience.

• Implementation of data and advanced analytics (AI) to gain insights and

improve decision-making, and the continued adoption of cloud computing

for scalability and flexibility

• Launched a revamped website strengthening our online presence along with

continued expansion of our customer portal aimed at allowing us to be more

interactive and responsive to customer needs

• Developed an AI tool to speed up time to create fragrances aligned with

customer briefs

• Our commitment to sustainability and innovation continued with successful

piloting of a new Product Information Management system, global supplier

integration platform deployment and Product Carbon Footprint portal launches

Strategic continued

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

33 Croda International Plc Annual Report & Accounts 2024

Risk Why this matters to us How we respond What we have done in 2024

Delivering sustainable

solutions – Climate,

Land and People Positive

Risk owner:

Group General Counsel,

Company Secretary and

President Sustainability

We have made a bold Commitment to be

Climate, Land and People Positive by 2030,

aligning our smart science with the United

Nations Sustainable Development Goals

(SDGs). We are committed to delivering

improvements in line with the objective to limit

global temperature rises to no more than 1.5°C

above pre-industrial levels. Climate change,

biodiversity loss and rising inequality are

changing consumer and other end-user

demands, making sustainability leadership

a key differentiator for our customers.

Failure to remain ahead of our competitors and

to deliver on our stretching 2030 targets will

damage our reputation as a sustainability

leader and compromise growth.

The Executive-level Sustainability Committee,

which meets quarterly and is chaired by our Group

General Counsel, Company Secretary and President

Sustainability, monitors progress and allocates the

necessary resources to meet our targets, with

accountability embedded across the organisation.

The central Group Sustainability team provides

subject matter expertise, assists in measuring and

reporting internally and leads our external reporting

and assurance of non-financial data.

We see more opportunity than risk in helping our

customers meet the challenging targets they have

set to improve their impacts on planet and society.

Refer to our Sustainability Impact Report 2024 for

more information on our approach.

• Updated and increased the breadth of our product-level carbon footprint

data for the majority of our ingredients across all markets, to enable our

customers to make decisions that will help meet their climate targets

• Completed our first Double Materiality Assessment, engaging with over 100

external stakeholders and employees

• The new Board-level Sustainability Oversight Committee has met four times

to oversee our approach to managing the risks and opportunities associated

with sustainability, including regulatory compliance

• Continued to include sustainability targets into our senior-level long-term

incentive plans and our annual bonus scheme

• Invested in our capabilities to generate steam from alternative sources,

reducing natural gas consumption and GHG emissions

Management of

business change

Risk owner:

Group Chief Executive

Delivery of our strategy requires significant

business change globally, including acquisition

of businesses and investment in our capital

expenditure programme. Such transformational

change has the potential to distract the

organisation, resulting in failure to deliver

expected results, or at worst destroy value.

As we approach the completion of an

investment cycle, with new facilities coming

on-stream in the coming years, and initiate

an transformative multi-year operational

efficiency programme (see details on page 13),

effective change management becomes

increasingly critical, thus contributing to the

upward risk trend.

We have refocused our portfolio, so our capabilities

address consumer and our customer needs (see

value creation, from discovery to supply – global

needs on page 5 for details).

The Board and Executive have oversight of the

strategic projects and receive regular updates on

status and progress.

Skilled programme managers, supported by external

consultants, lead our delivery of change programmes

and our Capital Project Director monitors and

oversees the capital investment programme.

• Introduction of new organisational structure to simplify the organisation

and help create a high-performing inclusive culture, which will enhance

customer responsiveness

• Progress has been made to harmonise standards and enhance processes,

establishing a robust foundation for achieving operational excellence

• Continued on track with the construction of three greenfield facilities in India,

China and the USA

• Initiated an operational efficiencies programme comprising of multi-year

transformative workstreams to simplify business processes, modernise the

way we work, and reduce costs (see details on page 13)

Strategic continued

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

34 Croda International Plc Annual Report & Accounts 2024

People and culture

Risk Why this matters to us How we respond What we have done in 2024

Our people – culture,

wellbeing, talent

development and

retention

Risk owner:

President Human Resources

Retaining and developing the experience and

motivation of all our knowledgeable and

diverse employees is critical to maintaining our

ability to deliver our strategic priorities. Failing

to maintain our distinctive Croda culture within

which people thrive and which attracts new

and diverse talent to join the Company would

significantly damage our ability to innovate.

A clear Purpose, strong development culture,

excellent learning opportunities and competitive

reward programmes support the retention,

engagement and career development of the

high-quality teams we need (see our competitive

advantages – ‘One Croda’ culture on page 4 for

details).

Global graduate and management development

programmes include stretching and high-profile

assignments and provide a pipeline of internal talent.

Our bi-annual global talent review process considers

resources and succession plans for critical roles, with

actions monitored by the Executive Committee and

the Board.

• Recruited 44 graduates across all four regions, with diverse skills and

capabilities, focussing on future needs

• Reduced total attrition rate by 2%, with a similar decrease in leavers with less

than two years’ service

• Enhanced our talent and development offerings by providing better structure

around development planning

• Delivered leadership development programmes to our high potential talent

• Held Board-led Town Halls and Employee Listening Groups to inform Board

decision making

• Rolled out our new YourVoice employee experience platform to enhance

engagement and foster an inclusive culture

• Launched the Croda Alumni to keep our retired experts connected with

our specialist communities and enable them to share their knowledge

post-retirement

Process

Risk Why this matters to us How we respond What we have done in 2024

Product quality

Risk owner:

President Operations

We sell into several highly regulated

applications and the transition to a focused

Consumer Care and Life Sciences business

increases our exposure to this environment.

Weak product quality control leading to

non-compliance with our customers’ stringent

product quality requirements and global and

local regulation could expose us to liability

claims, significant reputational damage and

compromise our ability to deliver growth.

Monitored by Croda’s Group SHEQ Steering

Committee, our sites are certified to demanding

external quality standards highly valued by our

customers (including ISO 9001, Active Substance

GMP, EFfCI and EXCiPACT).

Our global network of quality professionals enforces

compliance with the Group Quality manual, assured

through internal audits delivered by our specialist

Group Quality audit team and external body

certification audits.

Croda proactively works with relevant trade

associations to shape future regulation.

• Refreshed quality strategy and directional approach, to continue progress to

99.5% right first time (RFT) in manufacturing, and balance compliance, quality

assurance and continuous improvement

• Progressed toward our 2030 target of achieving 99.5% right first time in

manufacturing. The Company ended 2024 with an RFT rate of 98.6%

(2023: 98.4%).

• Reviewed internal audit approach and developed six-year audit plan.

Risk-based audit approach implemented to balance the usage of maturity

assessment audits and compliance audits, which when combined enhance

the effectiveness of our quality management systems and ensure compliance

requirements are being met

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

35 Croda International Plc Annual Report & Accounts 2024

Risk Why this matters to us How we respond What we have done in 2024

Loss of significant

manufacturing site

(major safety or

environmental incident)

Risk owner:

President Operations

We rely on the continued sustainable

operation of our manufacturing sites around

the world, including newly acquired sites.

Climate change directly impacting the location

of a site or availability of utilities used, or a major

event causing loss of production and violating

safety, health or environmental regulations,

could limit our operations. This could also expose

the Group to liability, cost and reputational

damage, especially in light of our commitment

to sustainability and customer service.

Monitored by our Group SHEQ Steering Committee,

our global network of site-based safety

professionals enforces compliance with global

policies and procedures defined in the Group SHE

manual. Assurance is provided by the specialist

Group SHE internal audit team, while external

auditors certify our compliance with international

safety standards. Our sites are certified to ISO

14001/45001 standards.

Additionally, local emergency response plans

are in place which are regularly tested.

• High priority process safety equipment assessed and improved where

necessary across all high-risk sites

• Process risk peer review programmes have been completed across all

relevant sites at the end of 2024

• A new risk-based auditing programme was introduced, including an in-depth

process safety assessment

• All 500 senior leadership team members committed to personal objectives

to deliver improved SHE performance and create a ‘SHE is a Value’ culture

External environment

Risk Why this matters to us How we respond What we have done in 2024

Ethics and compliance

Risk owner:

Group General Counsel,

Company Secretary and

President Sustainability

At Croda, compliance is at the heart of

everything we do. We strive to conduct our

business in accordance with all applicable laws

and regulations, including UK ethics legislation

which has extra territorial scope, human rights

legislation, competition laws, data privacy laws

and tax laws.

Through our Purpose, Smart science to

improve lives™, we are firmly committed to

upholding the highest standards of integrity

and ethical behaviours in our business dealings

in our global activities.

Our continued growth into higher-risk markets,

the complexity of our supply chain and the

introduction of new regulation create an

elevated compliance and reputational risk.

The Executive-level Sustainability Committee oversees

the Group’s ethics and human rights strategies and is

responsible for reinforcing a culture of integrity,

transparency and fairness in business dealings.

The Compliance team has responsibility for the

development, reinforcement, oversight and cascade

of the Group’s compliance programmes.

In 2024, Croda created the Ethics Forum, which

meets quarterly to consider new legislation, review

the effectiveness of current processes (including

monitoring annual training programmes) and

promote the importance of ethics and compliance

across our business and among key stakeholders.

Our Audit Committee reviews the effectiveness of the

Group’s compliance procedures on an annual basis.

• Created the Ethics Forum to promote the importance of ethics and

compliance across our business and among key stakeholders

• Continued with the development and roll-out of the human rights

programme, designing specific due diligence methodologies and processes

• Carried out deep dives and reviews of the different elements of our ethics

programme in order to identify weaknesses and improvement areas as part

of our continuous improvement commitment

• Developed training materials to strengthen our ethics and compliance

programme including training videos and leaflets in several languages

• Investigated reports received through the Speak Up system, our

whistleblowing line

Security of business

information and

networks

Risk owner:

Chief Financial Officer

As technology advances, the associated

security threats and potential business impacts

become more complex. Securing our

information and networks is crucial for Croda

to protect intellectual property and production,

maintain customer trust, and comply with an

increasingly intricate regulatory landscape.

By prioritising security, we enable safe

collaboration and innovation, which are

essential for growth, maintaining a competitive

edge, and being a responsible part of our wider

business ecosystem.

To address the growing complexity of technology

and security threats, Croda has invested in advanced

security technologies, established comprehensive

security policies, and conducted regular employee

training. Additionally, strengthening our GMP

compliance and operational technology (OT) security,

and collaborating with industry partners to share

knowledge and develop collective defence

strategies, has enhanced Croda’s security posture,

protecting assets and maintaining customer trust

while fostering innovation and growth.

• Enhanced threat detection and vulnerability management within OT security,

a crucial initiative that will continue through 2025

• Invested in new processes and technologies to gain insights into the cyber

risks of our supply chain. By utilising this technology, we aim to improve our

internal footprint and further secure the organisation

• Continuous improvement is a central aspect of the security programme,

which has strengthened key fundamentals within the security framework

during 2024, such as patching and vulnerability management, access control

and security testing

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Risk management continued

36 Croda International Plc Annual Report & Accounts 2024

Confirmation of viability

Based on their assessment of its prospects and viability, the Directors confirm that they have a

reasonable expectation that the Group will be able to continue in operation and meet its liabilities as

they fall due over the period of their assessment. The Directors also considered it appropriate to prepare

the financial statements on a going concern basis, as explained in the Group accounting policies (page 127).

Assessment of viability

We assess viability through two lenses: a ‘top-down’ test which quantifies the magnitude of profit or loss

required to endanger liquidity and our bank covenants and a ‘bottom-up’ assessment that makes use of

downside scenario models, which reflect the key risks facing the Group, to test against the Group’s

financial headroom and leverage over the viability period.

We evaluate the Group’s future outlook through five-year strategic and capital investment plans, with

three-year detailed financial modelling being prepared. Most of the detailed sector delivery plans also

look forward three years, including product innovation, manufacturing expansion timescale and market

development. We chose to use a three-year period for the viability assessment because, given the

inherent uncertainty of long-term planning, we believe this is the horizon that provides the most

appropriate balance between accuracy and long-term visibility.

Our strategic plan is built from a bottom-up sector view considering different macroeconomic scenarios

and near-term risk factors, including weaker demand, inflation and raw material price changes. The base

case model is used to assess the impact for both the viability statement and the going concern

assessments. For more on going concern see page 127.

Top-down liquidity headroom

We assess our overall capacity to withstand catastrophic events by stress testing the adjusted EBITDA

reduction required to trigger a default under our funding covenants, and liquidity headroom available

from committed debt facilities, including any which mature within the viability period:

• Bank leverage covenant: the leverage ratio at the end of 2024 of 1.4x remains substantially below the

maximum covenant level under the Group’s debt facilities of 3.5x. Based on 2024 results, stress testing

assesses that adjusted operating profit would need to fall by 75% to trigger an event of default. In the event

that breaching the maximum covenant level was possible, we would also take additional unmodelled action

to conserve cash and improve the covenant position (we also test the impact on our interest covenant;

however, with a high level of fixed rate debt, there is no plausible scenario which endangers compliance

with this covenant);

• Unused committed liquidity headroom: as at 31 December 2024, over 70% of current committed debt facilities

of £1,075.8m mature after the end of the viability period, with current committed unused headroom of £418.0m

(see financial review on page 27 for more details). In normal lending market circumstances, we would expect

to have ample access to renew facilities as these mature. The Company therefore expects to have the

necessary liquidity headroom available to cope with unexpected risk events during the viability period.

Bottom-up risk scenario headroom

Using the ‘base case’ model, individual downside scenario events were identified and modelled. In

addition, five severe but plausible combinations of these individual scenario events (labelled A to E on

the table in the opposite column) were tested to assess the potential combined downside impact on the

liquidity and covenant headroom of the Group over the three-year viability period. None of the individual

scenarios or scenario combinations was found to endanger the liquidity or covenant requirements over

the viability period.

The key scenarios tested were as follows:

Scenario Key assumptions

Principal

risks

Scenario

combinations

A B C D E

New entrants or enhanced competition in

our market space make significant inroads

into our business

Loss of business in Consumer Care,

Life Sciences and Industrial

Specialties

X X

Regulatory or reputational issues affecting

individual products or product groups

Loss of contribution from significant

products

Disruptive production or digital customer

interaction technologies are brought

to the market by competitors and we

lose competitiveness

Loss of business in a major

technology platform and competitive

attrition within Consumer Care and

Life Sciences customers

Failure to secure supply of key

raw materials

Loss of contribution from products

affected by lack of constrained

raw materials

Catastrophic incident leading to complete

loss of a manufacturing site

Uninsured loss of major

manufacturing site resulting in lost

margin for an extended period

Major ethics and compliance breach

leading to government investigation

and fine

Loss of business due to reputational

damage, in addition to cost of fines

and legal expenses

Loss of main ERP system for

prolonged time

Loss of contribution margin during

the ERP outage, mitigated by

business continuity actions

Cyber attack A significant cyber attack damages

reputation and results in disruption

of processes, in addition to costs

of data recovery

Failure to demonstrate delivery against

sustainability commitments

Reputational damage, leading to

loss of business in all sectors

Product quality failure leading to

a product recall

Financial impact from damages

and legal costs

Failure to deliver expected benefits from

a large capital expenditure

Revenue growth from large capital

expenditure is not realised

Failure to attract, retain and develop

the necessary skills to deliver the

expected growth

Sales growth rate is affected by

lack of necessary skills

The principal risks to which these scenarios relate are as follows:

1. Revenue generation; 2. Product and technology innovation and protection; 3. Digital technology innovation;

4. Delivering sustainable solutions – Climate, Land and People Positive; 5. Management of business change;

6. Our people – culture, wellbeing, talent development and retention; 7. Product quality; 8. Loss of significant

manufacturing site (major safety or environmental incident); 9. Ethics and compliance; 10. Security of business

information and networks

Long-term viability statement

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Long-term viability statement

37 Croda International Plc Annual Report & Accounts 2024

Non-financial disclosures

Task Force on Climate-related Financial Disclosures (TCFD)

Croda has long recognised the scale of the climate emergency, which we believe creates both opportunities and risks to our future growth. We develop innovative products which help our customers to reduce their own carbon

footprint and we set stretching climate-related targets as part of our Commitment to become Climate Positive¹ by 2030 (Sustainability Impact Report (SIR) – page 13).

On pages 37 to 47 of this report we summarise material climate-related disclosures consistent with the four pillars and 11 disclosures proposed by the TCFD, including the “Implementing the Recommendations of the Task Force

on Climate-related Financial Disclosures” released in October 2021. As part of these disclosures we have considered the guidance in Section C “Guidance for all Sectors” and Section E “Supplemental Guidance for Non-Financial

Groups – Materials and Buildings” of the TCFD Annex. We also reference links to further information which can be found in our Annual Report, Sustainability Impact Report (SIR) and Croda Reporting Hub to supplement our

compliance. We cross refer to our SIR throughout this TCFD section as that report offers us additional space to explain our strategic Climate Positive commitment, to illustrate this through case studies (SIR page 12) and enhance

our explanation of our targets, metrics and progress (SIR pages 18 to 21). We continue to work to remain aligned with evolving climate and non-financial disclosure requirements as required by the Listing Rules.

Governance

How we comply What we have done in 2024

Next steps and timeframes supporting further

improvement

a) Describe

the Board’s

oversight

of climate-

risks and

opportunities

As one of the three pillars of our Commitment (page 18), climate risks and opportunities are

core to our overall strategy and as such the Board considers climate-related issues as part of

its annual review of the strategy described on page 55. The Board is accountable for all risks,

including those relating to climate, and reviews these annually.

The Board Sustainability Oversight Committee, created in 2023, brings continued focus,

challenge and support to this area and helps build Board competency to enable effective

oversight and challenge to Croda’s sustainability strategy and risks. It receives a quarterly

report from the Chief Sustainability Officer, as well as minutes and discussion materials from

the Executive Sustainability Committee meeting, which consider progress against climate

targets and metrics, including the risks to delivering these.

The Board approves significant capital expenditure and acquisition proposals and has

oversight of the Group’s innovation strategy, ensuring that these align with our climate and

decarbonisation goals.

The Remuneration Committee agrees climate-related performance objectives which

are incorporated into senior leadership remuneration (page 74).

The Board guides the leadership values that are key to Croda, helping ensure we build future

leadership competencies that include sustainability and decarbonisation.

The Board Sustainability Oversight Committee met

four times in 2024 (see page 68 for Committee Report).

The Committee spent significant time building its

competency with sessions led by subject matter

experts on themes around Net Zero, scope 3 GHG

emissions, ESG regulations and nature.

The Committee oversaw the Double Materiality

Assessment process, essential for compliance with

the Corporate Sustainability Reporting Directive

(CSRD), approving the material Impacts, Risks and

Opportunities, including those connected to the

detailed requirements of the regulation set out in

Environmental Sustainability Reporting Standard E1

(Climate Change).

The Audit Committee approved the reappointment

of KPMG to provide limited assurance of a set of

Climate Positive, Land Positive, and People Positive

KPIs (page 71).

The Board Sustainability Oversight

Committee priorities for 2025 include

overseeing Croda’s approach to CSRD

compliance and corporate

sustainability strategy refresh process.

The Audit Committee will continue its

oversight of non-Financial KPIs as we

review the scope of metrics assured.

b) Describe

management’s

role in

assessing

and managing

climate

related risks

The Board delegates responsibility for running the business to the Group Chief Executive Officer

and the Executive Committee, which includes responsibility for managing climate related issues.

A sub-committee, the Sustainability Committee, meets at least quarterly, chaired by the Group

General Counsel, Company Secretary and President Sustainability, who is supported by the

Group Sustainability team. The Committee comprises senior leaders (including an executive

sponsor for Climate Positive, the President of Global Operations, Mark Robinson) from across

the business, each of whom has a responsibility to identify further strategic opportunities,

understand the risks posed in delivery of the strategy, monitor progress towards declared

targets and coordinate Group-wide engagement with our sustainability targets.

Through our risk management framework (page 30) climate-related risks are captured,

assessed, mitigated and owned at the appropriate level of the organisation.

Our organisation structure is shown in the Governance section of the Sustainability Impact

Report (page 22).

The Sustainability Committee met five times in

2024 and work was carried out to review climate-

related risks and opportunities, particularly

resulting from the first Double Materiality

Assessment completed.

Following internal reorganisation, accountabilities

and responsibilities for climate-related risks and

opportunities were identified across the organisation,

embedding ownership close to impact.

Enhance framework for sustainability

risks, controls and oversight in the new

enterprise risk management system.

Roll out training across the business to

support a consistent approach to the

assessment of climate risks.

Launch a new competency framework,

the Sustainability Academy, that will

prioritise climate-related knowledge

building in 2025, prioritising key teams

and leaders who are required to own

climate-related risks or take action.

1. ‘Climate Positive’ is not considered a technical term with recognised definition, it is the branding Croda have used for our combined climate targets since we publicly launched this strategy in 2020 and indicates our efforts to go

further than reducing our own carbon footprint.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

TCFD

38 Croda International Plc Annual Report & Accounts 2024

Strategy

How we comply What we have done in 2024

Next steps and timeframes supporting

further improvement

a) Describe the

climate-related risks

and opportunities

the organisation has

identified over the

short-, medium- and

long-term

Our definition of short-, medium- and long-term time horizons is included on page 40

and they are aligned with business planning, strategic sustainability commitments to

2030 and interim milestones for delivery.

Climate-related physical and transitional risks and opportunities are assessed using our

global risk framework, described on page 30 of this report. They include increased raw

material costs, carbon pricing, emerging regulation and the effects on our people and

working environment. The four most impactful climate-related risks, and how these were

selected, are described in more detail on page 44 of this report, together with a

summary of other less impactful risk themes identified from our bottom-up risk registers.

The Sustainability Committee reviewed significant

sustainability-related risks following the output of a

Double Materiality Assessment process, transferring

ownership to leaders as appropriate to allow improved

monitoring and control.

Group Sustainability were engaged during the migration

to a new enterprise risk management system and will

support further development to build in the framework

for climate and other sustainability risks as it is enhanced.

Enhance framework for

sustainability risks, controls and

oversight in new enterprise risk

management system.

Perform a full review of the

Climate Scenario Analysis in 2025.

b) Describe the

impact of climate-

related risks and

opportunities

on the organisation’s

businesses, strategy

and financial

planning

Delivery of climate-related commitments identified in our Climate Positive strategy form

a core part of our overall business strategy and as such the impact of not delivering our

climate-related objectives is significant. We reflect this in our principal business risks on

page 33. The financial impact of the four highest risks in our register is described in more

detail on pages 45 to 47 of this report.

Since 2020 we have applied an internal shadow carbon price to capital investment to

help to prioritise projects that will reduce scope 1 and 2 emissions. Following review

in 2024 the price has been maintained at £124/MT CO

e for 2025.

All capital projects over £100k are required to complete a sustainability impact

assessment. The impact of increased capital cost on impairment and useful economic

life is considered on page 127.

Since 2021 carbon budgets have been presented annually alongside the financial

budgets by the businesses, which consider the impact of the short- and long-term

site decarbonisation plans.

Scope 3 upstream emissions were included in our

annual budget process for the first time, ensuring they

are prioritised for action by the businesses.

We developed Net Zero

Roadmaps for technology

platforms representing >45% of our product-related

carbon footprint, to support the transformation and

future preparedness of our business to grow.

Sustainability strategies for our individual businesses

were updated following the outcomes of the Double

Materiality Assessment (DMA) based on stakeholder

input received relating to climate risks and opportunities.

We conducted a significant review of our corporate

carbon footprint, identifying potential material

rebaselining to be considered.

It is worth noting that carbon offsets form no part

of our decarbonisation strategy to 2030.

Refresh our investment and

innovation frameworks to fully

consider decarbonisation impacts

and climate risks.

Refresh our corporate strategy

relating to climate, as a result of

the material impacts risks and

opportunities identified during

the DMA.

Continue development of further

Net Zero roadmaps for product

technologies that cover at least

75% of our total, product-related

carbon footprint.

c) Describe the

resilience of the

organisation’s

strategy, taking

into consideration

different climate

related scenarios

Supported by external consultants, Accenture, we have a detailed climate scenario

analysis (CSA) of the most impactful climate-related risks identified against three future

climate-related scenarios to assess our resilience to these risks. Under each scenario

we consider impact across six, five-year time periods, which is significantly in excess of

our strategic planning horizon but is in line with our commitment to be net zero and our

SBT targets.

Our methodology is described in more detail on pages 40 and 41.

We developed Net Zero Roadmaps for key technology

platforms, in part to build greater resilience to

anticipated climate transitions. They are informing our

development of a formal transition plan.

Continue the development of

our formal transition plan aligned

with the UK Transition Plan Task

Force Framework.

1. Our definition of ‘Net Zero’ is aligned with the SBTi definition: Scope 1, 2 and 3 (upstream and downstream) emissions will have been reduced to a residual level (no more than 10% of baseline emissions). Any residual emissions

are neutralised by permanent carbon removals to reach net zero emissions. Please refer to the Sustainability Impact Report p13 for more information.

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39 Croda International Plc Annual Report & Accounts 2024

Risk management

How we comply What we have done in 2024

Next steps and timeframes supporting

further improvement

a) Describe the

organisation’s

processes for

identifying and

assessing climate-

related risks

The process for identifying climate-related risks, assessing both their impact and

likelihood, is fully embedded as part of our global risk management process which is

described on page 30. New and emerging risks and opportunities can be identified at

a local level (mainly physical risks) or by the Sustainability Committee (emerging risks

requiring action to be driven globally, or requiring more granular analysis). We have

used the TCFD framework to support our assessment of climate-related risks.

Impact and likelihood scoring for all risks uses the five-point scoring methodology

defined in the Group risk framework.

Emerging risks and opportunities include those resulting from the rapidly evolving

climate and sustainability regulation. In both cases a business owner is identified,

and the risk is assessed for both impact and likelihood using the global risk framework.

As the impact of emerging risks on specific sites or regions is understood, local business

owners are identified, and the risks are moved to local risk ownership to drive

mitigating actions.

New enterprise risk management (ERM) system has

been implemented which will allow for an improved

controls process for climate and other sustainability

risks to be built.

The six-point scoring scale has been updated to a

five-point scale, and all previous risk assessments have

been re-based to the new scale to ensure consistency.

We completed a Double Materiality Assessment

considering Croda’s Environmental, Social and

Governance impacts, risks and opportunities. The

financially material risks identified by the assessment

have been incorporated into our ERM system.

Double Materiality Assessment to

be assured (limited assurance).

Perform a full review of the

Climate Scenario Analysis in 2025.

b) and c)

Describe the

organisation’s

processes for

managing climate-

related risks.

Describe how

processes for

identifying,

assessing and

managing climate-

related risks are

integrated into the

organisation’s

overall risk

management.

Our Group risk framework, described on page 30, includes risk/opportunity areas across

six categories and 17 subcategories, against which risk owners identify local interpretations.

Sub-categories most relevant to climate include growth (organic and inorganic),

innovation, production, sourcing, supply chain, and external environment, which

incorporate the risks and opportunities referred to in appendix 1 of Implementing the

Recommendations of the Task Force on Climate-related Financial Disclosures June 2017.

Whole Group transitional and emerging risks and opportunities are currently identified

by the Sustainability Committee through the ‘sustainability risk register’. When fully

defined, these risks are migrated into the appropriate local risk register and transferred

to local ownership. This includes risks identified through scenario analysis.

Local physical climate-related risks (both acute and chronic) are already embedded

and managed in local risk registers with local owners and mitigation actions defined.

We have defined our approach to governance of Net

Zero roadmap development and a suitable roadmap

quality standard.

The Sustainability Committee reviewed significant

sustainability-related risks, transferring ownership to

business owners as appropriate to allow improved

monitoring and control.

A new enterprise risk management system has been

implemented which will improve the tagging and local

monitoring of climate-related risks.

We piloted the new competency development

framework, the Sustainability Academy.

Enhance framework for

sustainability risks, controls and

oversight in new enterprise risk

management system.

Formally embed accountabilities

for climate-related risks across our

business teams.

Launch the Sustainability

Academy to develop our

knowledge and competence

enabling the wider Croda

community to assist in the

identification of risks and

mitigation improvements.

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40 Croda International Plc Annual Report & Accounts 2024

Climate scenario analysis (CSA) methodology

The CSA was conducted using a standard methodology in line with the TCFD’s guidance. Climate scenarios defined primarily by the Network for Greening the Financial Systems (NGFS) and supplemented with

comparable Shared Socioeconomic Pathways (SSP) and Orbitas Finance scenarios were used to model the potential climate-related risks and opportunities that Croda may be exposed to, which were identified

through our risk assessment process described in more detail on pages 29 to 31 of this report.

Three climate scenarios

Orderly Disorderly Hot House World

Description Assumes climate policies are introduced early and become

gradually more stringent. There is increased international

coordination and commitment to achieving development

goals that reduce inequality across and within countries.

Consumption is generally oriented toward low material

growth as well as lower resource and energy intensity.

Assumes uneven commitment to climate policies with some

countries making relatively good progress while others fall

short of expectations. Disorderly scenarios exhibit higher

transition risks due to coordinated policies being delayed to

latter half of the century and medium-term and immediate

progress being divergent across countries and sectors.

Assumes the drive for economic and social development

is coupled with increased emissions due to continued

consumption of fossil fuels and the adoption of resource

and energy-intensive lifestyles around the world. Climate

policies are implemented in some jurisdictions, but global

efforts are insufficient to halt significant warming.

NGFS scenarios Net Zero 2050 Delayed Transition, Divergent Net Zero Current Policies

SSP scenarios SSP 1-2.6 SSP 2-4.5 SSP 5-8.5

Orbitas scenarios Co-ordinated Projects - Business As Usual Projections

Estimated 2100 warming 1.5-2°C 2-3°C 3°C+

Three time horizons:

Short-term: 0-3 years, this is aligned with our time horizon used in our viability assessment (page 36) and with our interim sustainability milestones focused on delivery by or ahead of this date.

Medium-term: 3–10 years, this is aligned to our strategic planning horizons. This time horizon encompasses targets supporting our Commitment to be Climate, Land and People Positive by 2030.

Long-term: 10–30 years, this is aligned to our longer-term aspirations including our Commitment to be net zero by 2050. This time horizon encompasses the typical lifetime of our plant and equipment.

Six time points:

The assessment considered six time points, each five years apart, from 2025 to 2050, with 2030 reflecting our medium-term timeframe.

Defining financial impact materiality:

Risk impact is assessed using the same five-point financial impact scale used in our group risk framework and is colour coded as follows:

Risk impact score Financial impact

1 Opportunity – Minor Impact

2-3 Low – Moderate Impact

4-5 High – Critical Impact

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41 Croda International Plc Annual Report & Accounts 2024

Building the scenarios:

In line with good practice Croda commits to formally review the CSA at least every three years and will complete a full review in 2025. The CSA was first performed in 2021, then refined and re-baselined in 2022 to

remove the contribution of the majority of the Performance Technologies and Industrial Chemicals business divested in June 2022 and include the climate footprint of businesses acquired in 2021. Multi-disciplinary

workshop groups reviewed the assumptions for forecasting our growth (using financial assumptions used in our strategic forecasting process), and our demands for each of raw materials, energy and people. The

baseline for our energy estimates and site water withdrawal are taken from our non-financial reporting system, Sphera, which is fed with quarterly actual data from all our sites globally. There have been no material

changes to the organisation in 2024, and periodic risk reviews confirmed that our principal risks reported in 2022 remain relevant and no new principal risks were identified (see pages 31-35). No factors were

identified to impact on the validity of the 2022 CSA.

Modelled in conjunction with external scenario data from the NGFS, Orbitas Finance and SSP to forecast and quantify the potential levels of climate-related financial risk in line with Croda’s risk matrix (see pages

31-35), the results of our 2022 assessment are shared on pages 44 to 47.

For each transitional risk we also considered the impact under the assumption that Croda continues to operate as today (business as usual) and secondly that mitigating actions to meet our verified science based

targets are successfully implemented. This clearly illustrates the significance of the mitigating steps Croda is taking.

Croda climate scenario analysis has been conducted at an organisational level; however, regions or sites that have material contributions to the overall risks have been identified, affording the opportunity to account

for any dominant locations in the assumptions used.

Metrics and targets

How we comply What we have done in 2024

Next steps and timeframes supporting further

improvement

a) Disclose the

metrics used by

the organisation to

assess climate-

related risks and

opportunities in line

with its strategy and

risk management

process

Our sustainability strategy (SIR p6) defines strategic targets and milestones for 2030,

progress towards which is reported quarterly to the Executive Committee and Board.

The metrics used to assess progress, and a description of the targets are presented in

more detail on page 43 and in our Sustainability Impact Report on pages 18 to 21 and

cover the following:

• Absolute Scope 1, 2 and upstream Scope 3 emissions and emissions intensity

• Energy usage

• Land area used and land area saved

• Water Use Impact

• Bio-based Raw Material

• Process Waste to Landfill

Further climate-related measures have been proposed for our primary transition and

physical risks. These are presented alongside the relevant target on pages 45 to 47.

The Remuneration Committee includes sustainability targets in the Performance Share

Plan for senior executives currently relating to 15% of the award (page 78).

We apply a shadow carbon price to capital expenditure projects, aiding prioritisation

of those that result in reduced scope 1 and 2 emissions. This price is set at £124/tonne

referencing UK Government guidance.

Refer to page 127 for consideration of climate change on our financial impact

performance and position.

We have evaluated the evolving guidance from SBTi

and the GHG Protocol for chemical sector pathways and

alternative feedstocks, ahead of refreshing our corporate

sustainability strategy and supporting metrics.

Our individual business sustainability strategies were

updated which is helping advance our approach to land

used/saved metrics.

We clarified the definition of our “zero waste to landfill”

metric and supported our sites to deliver on our

2024 milestone of zero process waste to landfill.

We will refresh our corporate

sustainability strategy, including a

review of the meaningful metrics

that we require, supported by

quality data.

Develop improved data

management controls, reviewing

opportunities to enhance reporting

accessibility to leadership at

business, Executive and Board level.

Enhance the suite of performance

measures reported in line with

CSRD disclosures.

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42 Croda International Plc Annual Report & Accounts 2024

Metrics and targets (cont.)

How we comply What we have done in 2024

Next steps and timeframes supporting further

improvement

b) Disclose scope

1, scope 2 and,

if appropriate,

scope 3

greenhouse gas

emissions and

the related risks

Scope 1, 2 and upstream Scope 3 greenhouse gas emissions and our calculation methodology

are disclosed on page 43.

Information on energy use, water withdrawal and waste is recorded in our Sphera system by

all Croda locations globally as a single source of data for reporting of these and scope 1 and 2

emissions metrics. Our scope 3 upstream emissions are calculated using our automated

corporate dashboard.

Our 2024 GHG emissions and many other climate metrics (marked ∆ in the Annual Report and

Accounts and the Sustainability Impact Report) have been assured (limited assurance) under ISAE

(UK) 3000 and ISAE 3410 by KPMG, our independent assurance provider (opinion statement can

be found at www.croda.com/sustainability).

Our chosen calculation of carbon intensity is not industry standard and uses ‘value add’ as a

measure of profit. This allows us to demonstrate how we are decoupling economic growth from

environmental impact.

Assisting customers and employees in decision

making, our cradle-to-gate product-level carbon

footprint data has now been launched to

customers across all Croda’s business covering

more than 2000 individual products.

We developed Net Zero roadmaps for

technology platforms representing >47% of our

product-related carbon footprint, to support the

transformation and future preparedness of our

business to grow.

We refined our methodology and assumptions

for our downstream Scope 3 inventory to better

identify hotspots, prioritising collaboration with

customers towards meaningful decarbonisation.

Continue development of further

Net Zero roadmaps for product

technologies that cover at least

75% of our total product-related

carbon footprint.

c) Describe the

targets used by

the organisation

to manage

climate-related

risks and

opportunities

and performance

against targets

We have set strategic targets and milestones for 2030 as described in the Metrics and targets

section a) and our Sustainability Impact Report pages 18-21. Progress towards meeting these

targets is reported quarterly to the Executive Committee and Board. All targets are absolute.

Supplemental information on our performance and progress is available in more detail on pages

18 to 21 of our Sustainability Impact Report.

Refer to page 127 for consideration of climate change on our financial impact performance

and position.

A detailed description of the targets and our

progress towards these in 2024 is included in our

Sustainability Impact Report on pages 18 to 21.

Further information on our non-financial data is

available in our Croda Reporting Hub on our

website at www.croda.com/sustainability.

KPMG engaged to provide limited assurance of

our 2024 performance against a set of Climate

Positive, Land Positive, and People Positive KPIs.

The scope of the engagement was extended

from 2023 to reflect strategic priorities and

anticipation of regulatory demands. Their opinion

and our reporting criteria document are available

online at www.croda.com/sustainability.

Develop improved data management

controls, reviewing opportunities to

enhance reporting accessibility to

leadership at business, Executive

and Board level.

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43 Croda International Plc Annual Report & Accounts 2024

Emissions and energy usage

Emissions and energy usage 2024 2023

UK Rest of world Total UK Rest of world

Total

Scope 1/tonnes CO

e 15,566 80,365 95,931

15,025 72,342 87,367

Scope 2/tonnes CO

64 15,836 15,900

71 17,025 17,096

Total scope 1 and 2/tonnes CO

15,630 96,201 111,831

15,096 89,367 104,463

Scope 1 energy consumption/kWh 83,592,375 574,532,959 658,125,334 80,224,063 502,825,940 583,050,003

Scope 2 energy consumption/kWh

21,318,505 213,994,224 235,312,729

21,012,965 188,394,131 209,407,096

Total energy consumption/kWh

104,910,880 788,527,183 893,438,063

101,237,028 691,220,071 792,457,099

GHG emissions

‘000 tonnes CO

GHG emissions intensity

tonnes CO

e / £m value add

Scope 1 Scope 2 (market-based)

Scope 3 (upstream)

105

111

51 887

931

691

831

20242023

2022

2018

314

139

142

151

20242023+ 2022+2018+

Emissions progress

Since 2018, our baseline year, our total scope 1

and 2 greenhouse gas (GHG) emissions

have

reduced by 28%. Within this, scope 1 emissions

decreased by 8% and we have seen a greater

than 69% reduction in scope 2 emissions. Scope 1

and 2 GHG emissions from our UK operations

were 15,630 TCO

e in 2024 (2023: 15,096 TCO

representing approximately 14% of our global

GHG emissions. Scope 2 (location-based)

emissions were 70,403 TCO

in 2024

(2023: 62,933 TCO

)

In 2024 upstream scope 3

emissions increased

by 20% from prior year due to an increase in output

volumes and we have refined our methodology

and assumptions for our downstream scope

3 inventory.

Limited assurance of GHG emissions

data

∆

∆ indicates where metrics have been assured

(limited assurance) under ISAE (UK) 3000 and

ISAE 3410 by KPMG, our independent assurance

provider. See www.croda.com/sustainability

for details.

Emissions intensity

Our chosen measure of GHG emission intensity

divides our GHG emissions (including market-

based scope 2 emissions) by value added

a measure of our business activity. The GHG

emission intensity for 2024 and 2023 are

calculated using scope 1 and scope 2 emissions

data and value add. The result for 2022 uses

scope 1 and 2 emissions and an estimated value

add if the PTIC divestment have been completed

at 1 January 2022. The results for 2018 uses value

add and scope 1 and scope 2 emissions inclusive

of the divested locations. All acquisitions

have been included in the GHG emissions

numerator for all years, with no adjustment

for the value add prior to date of acquisition.

On this basis, our GHG emissions intensity has

improved by 52% since 2018, indicating we

are decoupling growth from climate impact.

Energy consumption and efficiency

improvements

In 2024 we consumed 893,438,063 kWh

∆

(2023: 792,457,099 kWh

) of energy across

our global operations. This included

104,910,880 kWh (2023: 101,237,028 kWh)

consumed by UK operations.

As part of our strategy to improve the efficiency

of energy consumption, 24 projects were

implemented globally, realising 12,249,361

kWh of annualised efficiency improvements,

equivalent to 2,333 TCO

+ See SIR page 21 for details of restatements

1. Our GHG inventory has been completed in accordance with the Greenhouse Gas Protocol, Corporate Accounting and Reporting Standard (Revised Edition) using the

operational controls approach. Scope 1 emissions are calculated using UK Government emission conversion factors for greenhouse gas company reporting. Scope 2

emissions have been calculated in line with the market-based method set out in the GHG Protocol Scope 2 standard.

2. Value add: Croda Group adjusted operating profit before depreciation (excluding IFRS 16 depreciation), amortisation and Group employment costs including Directors,

share-based payment costs and non-exceptional redundancies, at reported currency.

3. Our Scope 3 emissions are calculated in accordance with the GHG Protocol Corporate Value Chain Scope 3 standard and cover all relevant upstream categories. Scope 3

emissions are calculated using primarily LCA data (including industry recognised LCA from EcoInvent) and where this is not available, an Extended Environmental

Input-Output (EEIO) model method – using spend data, to quantify the emissions associated with a sector of the economy in a given geography.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

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44 Croda International Plc Annual Report & Accounts 2024

Identifying our highest impact climate risks and opportunities

Climate-related risks and opportunities are identified at all levels of our organisation and are assessed for both impact and likelihood using our global risk framework (page 30). Detailed scenario analysis was

originally conducted in 2021 to investigate the risks identified to have the highest financial impact from these bottom-up assessments. The updated modelling in 2022 reduced the impact of climate on labour

productivity, which we removed from our disclosure, and increased our assessment of water usage which we then introduced. We enhanced our reporting in 2023 to reflect our assessment of water impacts,

disruption from both water stress and flooding, rather than simply water usage. We consider the geographical impact of these key risks below.

Transitional risks

Climate risk Description of risk/opportunity Geographical impact

Impact of carbon pricing

on our emissions

Rising carbon emissions from our sites may impact profits through increased

direct costs if emissions are taxed. Evolving local regulation in key markets

and regions, such as the EU carbon border tax, will add further pressure.

Atlas Point is our largest contributor to scope 1 and 2 emissions and when viewed with our other sites

in North America this region is the most material, accounting for c.42% of our scope 1 and 2 emissions.

EMEA is the second most material region, accounting for c.24% of our scope 1 and scope 2 emissions.

Impact of carbon pricing

on the cost of utilities,

particularly natural gas

The increasing cost of natural gas resulting from recent geopolitical issues may

increase further as a result of carbon pricing. Natural gas is a key utility used in

our manufacturing process, accounting for 55% of our energy consumption.

Atlas Point is currently our largest consumer of natural gas and when viewed with our other

manufacturing sites in North America this region is the most material, accounting for 50%

of our natural gas consumption.

Physical risks

Climate risk Description of risk/opportunity Geographical impact

Climate change impact

on the availability of

natural raw materials

Potential changes in mean global temperatures are likely to affect the location,

yield and type of crops grown around the world, with a resulting impact on raw

material availability and cost. Palm oil derivatives form a significant volume of

our raw materials and this trend is expected to continue.

Future change in the price of palm derivatives will have a direct effect on the cost of our palm-based

products/ingredients.

The use of palm oil derivatised raw materials is spread across our operations. Asia has the highest use

45% followed by EMEA 26% of our total purchased palm oil derivatives.

Water impact – water

stress and flood risk

Changes in global climate can significantly increase/decrease precipitation

at a given location over time. Potential changes in precipitation, reduced rainfall

over extended periods and extreme rainfall events are likely to affect Croda

sites 1) in water stressed locations by causing droughts or 2) in areas of

increased riverine flood risk. This can have financial implications for local

industry by impacting regional water supply, with loss of production due to

flood damage leading to lost revenue and potential loss of business.

Changes in global climate have varied localised effects and therefore periods of both high and low

precipitation levels will become increasingly extreme and prolonged. Sites located in water-stressed

areas across Southern Europe, Northern Africa and Latin America are expected to face increasingly

arid conditions. As reported in 2022 the scenario analysis has demonstrated that there is no material

financial risk associated with operating our sites in water-stressed regions.

Our Thane site located in an area of riverine flood risk in India, and those sites with recent flood events

in Alabaster and Mevisa, are expected to face increasing risks. The results for the flood risk component

have been reported on page 47.

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45 Croda International Plc Annual Report & Accounts 2024

Other climate-related risks/opportunities identified

Other climate-related risks currently assessed to have a lower impact are identified in our risk registers across products and services, distribution and supply chain, suppliers, R&D, operations and acquisitions

and divestments.

The tables below set out the assumptions used, the risk profile generated and our planned mitigations for each of the four key climate risks selected. Our analysis shows that the financial risks they present to Croda

could be managed by currently planned mitigating actions meaning that we would not have to materially change our strategy or business model and indicating confidence in the resilience of both. The impact of

climate change is considered under our Accounting Policies - see page 127.

Impact of carbon pricing on our emissions

Driver for assumptions Risk profile and financial impact Mitigations and measures

Using Croda revenue and GHG emissions

projections, the potential cost impact of

increased carbon prices associated with

Croda emissions (scope 1 and 2) was

calculated. Predicted emissions were

reviewed for assumptions of both no climate

action (pro-rata for 2021 performance) and

achievement of our net zero strategy,

considering our validated SBT trajectory

to 2030.

The cost was modelled across the future

climate-related scenarios using carbon price

models at an organisational level from the

NGFS database.

In a Hot House World scenario, the additional

cost of carbon tax increases is limited,

resulting in a minor level of financial risk

to the business out to 2050.

In both the Disorderly and Orderly transition

scenarios the additional costs due to higher

levels of carbon taxation and restrictive

measures are forecast to expose Croda to

high levels of financial risk beyond 2035 and

2040 respectively assuming a business-as-

usual emissions trajectory.

2025 2030 2050

(Worst case of Disorderly transition)

This is mitigated when following the

planned emissions reduction trajectory in

line with Croda’s current verified Science

Based Targets.

2025 2030 2050

(Disorderly transition after incorporating

decarbonisation strategy)

Croda has a verified 1.5

C 2030 Science Based Target. Every location, including non-manufacturing sites, has a

decarbonisation road map towards achieving a 50% reduction in scope 1 and 2 emissions by the end of 2029. The

quality assessment process for these was externally validated by Accenture.

While a high proportion of the reduction is based on alternative energy sources, assuring a high confidence level, our

plans also cover reducing energy consumption and increasing energy efficiency. For example, our manufacturing site

in Spain installed a heat recovery system and solar panels that led to a reduction in annual CO

emissions of 15%.

Incotec’s new highly sustainable Aquarela site in Holambra, Brazil has 788 solar panels installed on the roof, aiming to

generate 100% of its electricity consumption, our site in Chocques, France, receives steam, vital for process heating,

from a local municipal waste incinerator verified as having zero impact on the site’s scope 2 emissions and several UK

collaborative funding opportunities have been applied for to further accelerate the decarbonisation of our heat. A key

project to commission a landfill gas powered boiler will further displace natural gas usage at our Atlas Point facility

delivering potential carbon savings of 13,770TCO

e from 2026.

We apply a shadow carbon price to capital expenditure projects, aiding prioritisation of those that result in reduced

scope 1 and 2 emissions. This price is set at £124/tonne, referencing UK Government guidance.

Related targets and metrics:

By 2030, we will have achieved our SBTs, reducing scope 1 and 2 emissions by 46.2% from a 2018 baseline, in line

with limiting global warming to 1.5°C, and reducing upstream scope 3 emissions by 13.5%

(see page 17 for progress)

Potential carbon tax based on scope 1 and 2 (market-based) emissions x shadow carbon price: £13.9m 2024,

£13.0m 2023

Potential carbon tax as % PBT: 5% 2024, 4% 2023

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46 Croda International Plc Annual Report & Accounts 2024

Impact of carbon pricing on utilities, particularly natural gas

Driver for assumptions Risk profile and financial impact Mitigations and measures

Using Croda revenue and natural gas usage

projections, this scenario assessed the

possible cost to Croda of increased natural

gas prices. Predicted natural gas usage was

reviewed for assumptions of both no climate

action (pro-rata for 2021 performance) and

achievement of our decarbonisation strategy.

The cost was modelled across the future

climate-related scenarios using natural gas

price models at an organisational level from

the NGFS database.

In a business-as-usual energy usage

trajectory, the Hot House World scenario

saw the lowest levels of financial risk, with

a moderate risk level to 2050.

In both the Disorderly and Orderly transition

scenarios the additional costs due to natural

gas price increases are expected to expose

Croda to high levels of financial risk from

2045 and 2050 respectively.

2025 2030 2050

(Worst case of Disorderly transition)

This is mitigated to low risk levels by

implementing Croda’s current

decarbonisation strategy, resulting in

reduced usage of natural gas:

2025 2030 2050

(Disorderly transition scenario after

incorporating decarbonisation strategy)

The development of our decarbonisation road maps has enabled all locations to assess the opportunities for

migrating to alternative energy sources, reducing energy consumption and increasing energy efficiency. Notable

projects relating to natural gas substitution include the installation of a bioethanol boiler on our manufacturing site

in Brazil, our Singapore site has switched from steam heat tracing to electrical, using less natural gas, and our Atlas

Point site at Delaware, USA increased its landfill gas burning capability in 2023 to replace part of its natural gas

demand and is due to increase this capacity from mid-2025. As a material consumer, the latter will substantially

reduce Croda’s overall exposure to natural gas pricing.

Related targets and metrics:

By 2030, we will have achieved our SBTs, reducing scope 1 and 2 emissions by 46.2% from a 2018 baseline, in line

with limiting global warming to 1.5°C, and reducing upstream scope 3 emissions by 13.5%

(see page 43 for progress against our emissions targets and details of our total energy consumption)

PBT per kWh natural gas consumed: 0.53 / kWh 2024, 0.69 / kWh 2023

Risk impact score Financial impact

Opportunity – Minor Impact

2-3 Low – Moderate Impact

4-5 High – Critical Impact

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47 Croda International Plc Annual Report & Accounts 2024

Impact of climate change on raw material availability

Driver for assumptions Risk profile and financial impact Mitigations and measures

The potential changes in the cost of sales

that Croda may be exposed to has been

modelled using the future percentage

increase of palm oil prices (Orbitas – Climate

Transition Risk Analyst Brief: Indonesian Palm

Oil) against the total volumes and price of

palm oil derivatives purchased by Croda in

2021. Indonesia is the dominant origin of

Croda’s supply.

The cost of palm oil is forecast to expose

Croda to varying levels of risk across the two

different climate-related scenarios – Current

Policies and Net Zero 2050 – for which clear

models are available.

In the Hot House World scenario, the cost of

palm oil increase is limited, resulting in a low

level of financial risk to the business out to

2035, at which point the cost of palm oil is

forecast to drop below the 2021 baseline

cost resulting in a cost-saving opportunity for

the business, driven by continual efficiency

improvement in farming technologies

(partially supported by Croda crop innovation)

driving prices down.

In an Orderly transition scenario, a predicted

increase in the cost of palm oil (driven by

increasing demand for palm oil as an

alternative to fossil based oils for fuel) is

expected to drive initially moderate impacts

towards critical levels of financial risk by 2045.

2025 2030 2050

(Orderly transition)

Roundtable on Sustainable Palm Oil (RSPO) certified palm oil cultivation leads to increased yields due to more efficient

farming practices, increasing availability of palm and palm kernel oil without further deforestation. Being a leading

voice in industry and working with coalitions such as Action for Sustainable Derivatives (ASD) to drive further industry

transition to RSPO helps to mitigate the risks associated with increased pricing due to lack of availability.

88% of our palm derivative purchases in 2024 were RSPO-certified and >95% of purchased volumes in 2023 were

mapped back to either refineries, mills or plantations, working with ASD. For further details see page 14 of our

Sustainability Impact Report.

Our focus on high-value niches and differentiated products with unique characteristics also helps to mitigate this risk

by enabling us to pass on raw material cost increases to our customers.

Related targets and metrics

By 2030, over 75% of our organic raw materials by weight will be bio-based, absorbing carbon from the atmosphere

as they grow. 56%

∆

in 2024 and 59% in 2023 of our organic raw materials were bio-based.

Water Impact - Riverine Flood risk

Driver for assumptions Risk profile and financial impact Mitigations and Measures

The most at-risk sites were identified as

either being within areas of Extremely High

Riverine Flood Risk from the WRI Aquaduct

tool or have recently been exposed to

flooding events.

Using Croda revenue and assessment of

financial impact (lost production leading to

lost revenue and potential loss of business),

this scenario assessed the possible cost to

Croda of damage from river floods. The cost

was modelled across the future climate

related scenarios in line with expected

annual growth rate (CAGR) and increase in

Annual Expected Damage from River Floods

for India from the NGFS database. India was

chosen due to the higher risk of flooding at

Croda’s sites in this area.

In all three forecasted climate scenarios

(Hot House World, Disorderly and Orderly),

the predicted cost increase as a result of

Annual Expected Damage from River Floods

reaches ‘high’ levels of financial risk to the

business by 2040. This gradual increase in

financial exposure is replicated across all

four sites in the analysis.

2025 2030 2050

(Orderly transition)

Following a specific risk assessment conducted by Croda’s insurers, with recommended controls, the residual risk is

relatively low to the business.

Specific measures underway include implementing flood mitigation strategies including flood monitoring, hard

defences in the form of flood barriers and soft defences such as marshland/wetlands.

Contingency plans and controls are in place for these variations and flooding scenarios. Croda has multiple sites which

can produce products which alleviates this issue, and there is a large investment in the region to mitigate this.

To measure our water use impact, Croda developed an internal methodology that considers the entire water cycle

and accounts for the social, environmental, and business impacts of water use. Six Croda sites were identified as being

located in regions exposed to the highest levels of disruption from water use impacts (flooding or water stress) and

have defined realistic water use impact reduction roadmaps.

Related targets and metrics:

Reduce our water use impact by 50% from our 2018 baseline: By the end of 2024, our top four material sites had met

the milestone target to reduce their water use impact by 25% from our 2018 baseline (see SIR page 14 for details).

% revenue for sites with significant risk of flood: 14.6% 2024, 14.8% 2023.

Note this is gross risk and does not account for transfer of production to alternative locations.

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48 Croda International Plc Annual Report & Accounts 2024

Non-financial and sustainability information statement

In accordance with the Non-Financial

Reporting Directive we have

summarised where non-financial

information relating to environmental,

employee, social, respect for human

rights, anti-corruption and anti-bribery

matters can be found in our Annual

Report (ARA), Sustainability Impact

Report (SIR) and online. Our Viability

Statement on page 36 assesses the

key risks and combinations of risks

(including consideration of business

relationships and products) which

could adversely impact the Group.

Confirming environmental integrity

and social accountability is an

increasingly important prerequisite

in our upstream supply chains.

During 2024 we can confirm there

were no significant safety, health,

environment or quality incidents

across our operations on which

to report.

We want to ensure that our sustainability strategy

and actions align with the expectations of our

stakeholders. In 2024 we conducted our fifth

materiality assessment, first completed in 2011.

As we prepare to comply with the EU CSRD

regulations from 2025, for the first time we

completed a Double Materiality Assessment

(DMA), considering Croda’s impacts on planet

and society, as well as the financial risks and

opportunities for Croda associated with the

sustainability agenda.

Scale of impact Financial

risk

Negative

impact

Financial

opportunity

Positive

impact

Double Materiality Assessment

We followed the methodology laid out by the European Sustainability Reporting Standards (ESRS) to

complete our DMA, to ensure we are able to use it as the basis for our compliance with these new

corporate ESG disclosure standards. We also wanted to gain as much rich information from the

stakeholder engagement as possible and develop better two-way relationships with those

stakeholders (customers, employees, local community, suppliers and investors). The output of the

assessment is a list of impacts, risks and opportunities (IROs) meeting the materiality threshold and

approved by our Executive Committee and Board. The financially material risks identified by the

assessment are in the process of being incorporated into our ERM system (see Risk report p29), and

all the material outcomes are informing the review and development of our sustainability strategy.

Material IROs

ESRS

numbers

Impacts, Risks and Opportunities

Financial

materiality

Impact

materiality

ESRS E1 Climate change adaptation

ESRS E1 Climate change mitigation

ESRS E2 Pollution of air

ESRS E2

Pollution of living organisms and food

resources

ESRS E3 Water

ESRS E4 Direct impact drivers of biodiversity loss

ESRS E4

Impacts and dependencies on ecosystem

services

ESRS E5 Resource inflows, including resource use

ESRS S1 Working conditions – Own workforce

ESRS S1

Equal treatment and opportunities for all –

Own workforce

ESRS S4 Social inclusion of consumers and end-users

ESRS G1 Corporate culture

ESRS G1 Responsible procurement practices

1. Important to Croda now or in the future, but did not

meet the materiality thresholds

ESRS

numbers

Other strategic IROs

ESRS E1

Energy

ESRS E2

Pollution of water

ESRS E2 Pollution of soil

ESRS E2

Microplastics

ESRS E3 Marine resources

ESRS E4

Impact on the extent and conditions of

ecosystem services

ESRS E5

Resource outflows related to products

and services

ESRS E5 Waste

ESRS S1 Other work related rights – Own workforce

ESRS S2 Working conditions – workers in value chain

ESRS S2

Equal treatment and opportunities for all –

Workers in value chain

ESRS S2

Other work related rights – Workers in

value chain

ESRS S3

Communities’ economic, social, and

cultural rights

ESRS S3 Communities’ civil and political rights

ESRS S3 Rights of indigenous peoples

ESRS S4 Information related impacts for consumers

ESRS S4

Personal safety of consumers and/or

end-users

ESRS G1 Corruption and bribery

ESRS G1 Protection of whistleblowers

ESRS G1 Animal welfare

ESRS G1 Political engagement

ESRS G1

Management of relationships with suppliers,

including payment practices

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Non-financial and sustainability information statement

49 Croda International Plc Annual Report & Accounts 2024

This table summarises our policies and sets out where you can find the information required to meet the non-financial and sustainability information statement reporting requirements under the amended sections

414CA and 414CB of the Companies Act 2006.

Risks ARA SIR Policies Impacts and metrics ARA SIR

Environmental matters

• Major safety or environment incidents

• Delivering sustainable solutions

• TCFD

• CFD

P48

P33

P37

p37

• Supplier Code of Conduct

• Group SHE policy

• Total Recordable Injury Rate (TRIR)

• Environmental stewardship

• Product stewardship

• Sustainable sourcing and

supplier partnership

• Climate Positive

• Land Positive

P17

P15

P14

P11

P13

P14

Respect for human rights

• Our people

P34

• Code of Conduct

• Guidelines policy for Managing Diversity

• Fair income (Living Wage)

P76 P15

Social matters

• Our people

P34 P15

• Code of Conduct

• Guidelines policy for Managing Diversity

• Group Transgender policy

• Diversity and inclusion

P76

Employees

• Our people

• Ethics and compliance

P34

P35

P15

• Group Code of Ethics

• Code of Conduct

• Group policy on Training and Development

• Equal opportunities policy

• Group SHE policy

• Culture

• Key people metrics

• Purpose and Sustainability Commitment

Score (Workforce Engagement)

• Gender balance

• Health, Safety and Wellbeing

P66

P18

P17

P20

Anti bribery and corruption

• Responsible

business

P69

• Code of Conduct

• Guidelines policy for Managing Diversity

• Group Transgender policy

• Anti-bribery and corruption statement

• Ethics and anti-corruption compliance programme

• Croda Modern Slavery Statement

• Whistleblowing reporting procedure

• Responsible business

P69

Business model

• Principal risks

P31

• Key performance indicators

P17

All policies listed can be found at croda.com/sustainability

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

Non-financial and sustainability information statement continued

“At its heart, corporate

governance is about the

leadership we provide as a

Board and how we set and

demonstrate the values

and standards for Croda,

to ensure its ongoing long-

term success in line with

our Purpose.”

Danuta Gray

Chair

UK Corporate Governance Code

During the year under review, the Company

applied the principles and complied with all the

provisions of the 2018 UK Corporate Governance

Code (the Code). The Code is available at

www.frc.org.uk. In January 2024, the Financial

Reporting Council (FRC) announced the

publication of the 2024 Code which will apply to

the financial year beginning on 1 January 2025,

with the exception of the changes to Provision 29,

which relate to the effectiveness of the risk

management and internal control framework. The

changes to Provision 29 will apply to the financial

year beginning on 1 January 2026. The Board and

its Committees will oversee the application of the

revised Code.

Governance report

In this section

Chair’s introduction to Governance 51

Board biographies 52

Board activity 54

S172 Stakeholder engagement 56

Board leadership 60

Audit, risk and internal control 63

Report of the Nomination Committee 65

Report of the Sustainability Oversight

Committee

Report of the Audit Committee 69

Report of the Remuneration Committee 74

Directors’ report 103

How we apply the principles

of the Code

Board Leadership and

Company Purpose

The role of the Board 60

Purpose and culture 7, 8, 59

Resources and controls 36, 70

Stakeholder engagement 56

Workforce engagement 57, 62

Division of responsibilities

Role of the Chair, Non-Executive

Directors and Company Secretary

Composition of the Board 60

Composition, succession

and evaluation

Appointments to the Board and

succession planning

Board skills, experience and knowledge 67

Board evaluation 61

Audit, risk and internal

control

Audit Committee report 69

Risk report 29

Remuneration

Remuneration Committee report 74

50 Croda International Plc Annual Report & Accounts 2024

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Dear shareholders,

On behalf of the Board, I am pleased to present my first Corporate Governance

report, following my appointment as Chair in April. The following pages set out

our approach to governance and how the Board and its Committees operated

during 2024.

Chair’s introduction

Although it has been a challenging year for the

business, strong corporate governance through

effective Board leadership has supported the

Executive Committee in executing strategy and

implementing operational changes as the Group

transitions to its next phase of growth. I feel

privileged to be Chair of Croda, particularly

as we enter our 100

year as a Company.

I have managed to connect with many of our key

stakeholders, including the majority of our largest

shareholders and also many of our people as I visit

our sales, manufacturing, and research and

development operations around the world. These

site visits have enabled me to engage directly and

informally with a wide range of colleagues and to

experience firsthand the culture of the Group.

Board activities

Our Board

Succession planning and the composition of

the Board are important components of good

governance. John Ramsay retired from the Board

on 1 March 2025 having served as a Non-Executive

Director and Audit Committee Chair for over five

years. I would like to thank John for his advice, wise

counsel and support and wish him all the best for

the future. In preparation for John’s retirement, Ian

Bull took over as Audit Committee Chair in

December. Ian was appointed as a Non-Executive

Director in June and he has extensive and relevant

financial and leadership experience in both his

former executive as well as in his non-executive

career. In April, Stephen Oxley joins the Board as

CFO. As a former partner at KPMG and CFO of

Johnson Matthey Plc, Stephen brings valuable

experience in setting and executing strategy,

enhancing business performance, transformation

and corporate transactions. I would like to thank

Anthony Fitzpatrick for his valuable contribution

as Interim CFO since May 2024.

Leadership and diversity

We recognise the importance of diversity in the

Boardroom to ensure we have the right structure

and skills to support and challenge the

management team across the Group. Diversity,

including gender diversity, is a key consideration

in the Nomination Committee’s succession

planning. With 40% female membership of the

Board, we meet the diversity target of the FCA

Listing Rules as well as the ambitions set out in

the FTSE Women Leaders Review and the Parker

Review. Two of our Board members are from

ethnic minority backgrounds and with a female

Chair and Senior Independent Director we are

also comfortably in line with the requirement for

at least one of the senior Board positions to be

held by a woman.

Stakeholder engagement

We continue to listen to our stakeholders to

ensure that their priorities are considered in our

decision making. The tables on pages 57 to 58

set out how we have engaged with our various

stakeholders and how this engagement has fed

into Board discussions and decision making.

Board evaluation

This year we carried out an internal Board

performance evaluation with assistance from

Lintstock. The evaluation was positive across all

areas and key themes emerging from the 2024

review included management of business change,

talent development and succession, increased

external focus, and management information and

reports. Further information is on page 61.

AGM

Our AGM will be held on 23 April 2025. Full

details, including the resolutions to be proposed,

can be found in the Notice of AGM. We look

forward to meeting shareholders, hearing your

views and answering your questions.

Danuta Gray

Chair

51 Croda International Plc Annual Report & Accounts 2024

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Chair’s introduction to Governance

52 Croda International Plc Annual Report & Accounts 2024

The Board’s biographies

Steve Foots

Group Chief Executive

Appointment: July

2010 and Group Chief

Executive since

January 2012

Nationality: British

Steve joined Croda as

a Graduate Trainee in 1990 and brings to the

Board a business, strategic and operational

background gained from a number of senior

leadership roles across the Group. Outside of

Croda, Steve is Industry Co-Chair of the UK

Chemistry Council which enables him to work

alongside Government Ministers and industry

peers to bring wider industry knowledge into the

Croda business.

Having spent several years leading many

different Croda businesses, Steve has gathered

extensive insight into the markets served, the

importance of customer focus and the power

of an innovative culture.

Chris Good

Non-Executive

Director

Appointment:

April 2023

Nationality: British

Chris has spent his

career in the Consumer

Care industry. He recently retired following more

than 20 years at Estée Lauder Companies, a

global leader in prestige beauty. Prior to joining

Estée Lauder Companies, Chris spent over 10

years at Unilever in senior marketing, executive

and general management roles across Europe,

North America and Asia. Chris’ deep understanding

of the Consumer Care industry and in particular his

insights into beauty care markets and consumers

is of great value to Croda and the Board. As well

as having significant P&L experience, Chris also

brings a truly international perspective to the

Board, having lived and worked in the USA,

Switzerland, Japan, Singapore, Russia and the UK.

His experience strengthens the Consumer Care

knowledge around the Board and supports

Croda’s continued transition to a Consumer

Care and Life Sciences business.

Roberto Cirillo

Non-Executive

Director

Appointment:

April 2018

Nationality: Swiss

Roberto has 10 years’

experience as Country

and Group CEO in the service and health care

industries with many years spent as a strategy

practitioner in Europe and Asia. Alongside his role

as Non-Executive Director for Croda, he is CEO of

Ian Bull

Non-Executive

Director

Appointment:

June 2024

Nationality: British

Ian has extensive

experience with listed

companies across a wide range of industries,

both domestic and international, as an Executive

Director as well as Senior Independent Director

and Audit Committee Chair. He is currently

Non-Executive Director and Audit Committee

Chair of Dunelm Group plc and the Senior

Independent Director of Domino’s Pizza Group

Plc. Previously he was Group Finance Director

of Greene King plc, Chief Financial Officer at

Ladbrokes plc, and was most recently Chief

Financial Officer of Parkdean Resorts Group.

Ian was formerly a Non-Executive Director of

Paypoint Ltd, Chair of Lookers plc and Senior

Independent Director and Audit Committee Chair

of St. Modwen Properties plc. He is a Fellow of

the Chartered Institute of Management Accountants.

Ian contributes expertise in financial and operational

leadership to the Board, and his recent and relevant

financial experience further strengthens the

composition of the Audit Committee.

Jacqui Ferguson

Non-Executive and

Senior Independent

Director

Appointment:

September 2018

Nationality: British

Jacqui is an

experienced CEO from the technology industry

with general management and M&A experience

in international and emerging markets. She spent

three years in Silicon Valley as Chief of Staff at

Hewlett Packard, focused on new company

strategy and turnaround. She is a Non-Executive

Director of National Grid plc and Softcat plc, and

deputy Chair of Engineering UK, a charity focused

on inspiring the next generation of Engineers and

Technologists. She was formerly Chair at Tesco

Danuta Gray

Chair

Appointment: February

2024 and Chair since

April 2024

Nationality: British

Danuta is a highly

experienced Non-

Executive Director and Chair with a strong

understanding of consumers, technology,

sales and marketing within both the UK and

international business markets gained through

her executive career. Danuta is currently Chair

of Direct Line Insurance Group Plc and a

Non-Executive Director and Chair of the

Remuneration Committee at Burberry Group plc.

She is also a member of the Board of Trustees

of the Resolution Foundation and a supporter

of Employ Autism. She was previously Chair of

St Modwen Properties plc, Senior Independent

Director and interim Chair at Aldemore Bank plc,

Non-Executive Director and Chair of the

Remuneration Committee at PageGroup plc and

Old Mutual plc, and Non-Executive Director at

Paddy Power Betfair plc.

Danuta’s wealth of Plc board experience and

a deep understanding of UK governance

requirements make her a strong asset to the

Board. Her broad knowledge and experience

across a range of sectors are invaluable to the

Board and the Group as a whole.

Bank.

Jacqui’s international general management

experience and first-hand insight of

transformational/disruptive digital, cyber security,

technology and business process solutions bring

valuable insight to Board discussions.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board biographies

53 Croda International Plc Annual Report & Accounts 2024

Nawal Ouzren

Non-Executive

Director

Appointment:

February 2022

Nationality: French

Nawal has 20 years of

expertise across a wide

range of international business roles, including

clinical development, operational and strategic

management roles within the pharmaceutical

industry. Nawal currently serves as CEO at

Sensorion, a Euronext listed biopharmaceutical

company headquartered in France.

Tom Brophy

Group General

Counsel, Company

Secretary and

President Sustainability

Appointment:

December 2012 as

Board Secretary

Nationality: British

Tom is an experienced corporate lawyer, having

worked at City law firm Hogan Lovells and FTSE

100 company Ferguson. In addition to his General

Counsel and Company Secretary role, Tom is

President Sustainability and has previously held

other senior roles in Croda, including leading the

Group HR function and as the Managing Director

of the Western European region. Tom provides

corporate governance know-how to the Board

and Croda. Having spent many years leading

global teams, Tom leads the Legal, Company

Secretary, IP and Sustainability teams.

Keith Layden

Non-Executive

Director

Appointment: February

2012 and Non-

Executive Director

since May 2017

Nationality: British

Keith brings to the Croda Board 34 years’ of

experience of working at Croda in a variety of

positions, including leading the Global Research,

Development and Innovation function and as

President of the Global Life Sciences business

before his retirement from the business in 2017.

He also has an interest and background in

organisational culture and innovation which

are key considerations in the decision-making

of the Board.

In his roles as Honorary Professor of Chemistry

and Industry at the University of Nottingham and

a Fellow of the Royal Society of Chemistry, Keith

widens his network of emerging technology

companies and research institutes to help to spot

new talent that will aid Croda’s future success.

Julie Kim

Non-Executive

Director

Appointment:

September 2021

Nationality: US

Julie brings nearly 30

years of experience in

the health care industry, with more than 15 years

in international leadership positions. She is

currently President, US Business Unit and US

Country Head at Takeda Pharmaceutical, a global,

values-based, R&D driven biopharmaceutical

leader headquartered in Japan. Previous executive

positions include roles as Head of International

Market Access and Global Franchise Head of

multiple therapeutic areas at Shire, Baxalta and

Baxter. Julie also sits on the industry board for

the Plasma Protein Therapeutics Association.

Her geographic experience in both global and

regional roles, focused on Europe, Asia and Latin

America, means that Julie brings valuable strategic

and operational insights to Board discussions.

John Ramsay

Non-Executive

Director

Appointment:

January 2020

Nationality: British

A chartered

accountant, John has

over 30 years’ broad-based international finance

experience with Life Science businesses such as

ICI, AstraZeneca and Syngenta. A large part of

this experience was gained while working in

Latin American and Asian countries. He is a

Non-Executive Director and Chair of the Audit

Committee at DSM-Firmenich AG, RHI Magnesita

NV and Babcock International Plc.

John brings extensive knowledge of business

strategy to the Board as well as a keen interest in

building Croda’s strong culture to deliver superior

business performance.

Swiss Post. He was previously the Group CEO at

Optegra Eye Health Care Ltd France, CEO and

Group COO at Sodexo SA and Associate Partner

at McKinsey & Co.

Roberto brings knowledge of, and passion for,

growth and operations to the Croda Board. He

can also share lessons learned from large

transformations and M&A. Roberto’s engineering

background enables him to link Croda’s R&D and

production competencies with the evolving

demands of its multifunctional markets.

Nawal brings to the Board firsthand experience in

biologics and novel gene therapies. Her pharma

experience and market insight provide a real

advantage in driving the implementation of

Croda’s Pharma strategy.

For information on Board and

Committee meetings, see page 60

For information on the skills,

experience and tenure of the Board,

see page 67

Key to the Board Committees

Chair of the Committee

Audit Committee

Member of the Committee

Nomination Committee

Secretary of the Committee

Sustainability Oversight Committee

Remuneration Committee

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board biographies continued

54 Croda International Plc Annual Report & Accounts 2024

During 2024, the Board held six formal meetings

and, with the exception of the December meeting

which John Ramsay was unable to attend due to

other personal commitments, there was full

attendance at each meeting. In addition, the

Board had an offsite strategy day and held an

ad-hoc meeting to discuss the Q3 trading update.

Meeting agendas are agreed in advance by the

Chair, CEO and General Counsel and Company

Secretary. They ensure that the Directors

discharge their duties including under Section

172(1) of the Companies Act 2006 and cover a

number of regular standing items. These include:

Strategy

During these updates, the Board considers key

areas of strategy and progress made towards

delivery of in-year plans. This year the Board

used these sessions to challenge management to

bring in more outside-in perspectives and greater

focus on the competitor landscape.

Executive updates

Executive Directors provide high-level

operational and financial updates, presenting

the key challenges and actions taken during the

period and a look forward to priorities for the

coming period. Safety is always a key topic with

a focus on embedding safety as a value to

enhance safety performance for the benefit of

our employees and communities. Quarterly

reports from the Executive Committee are also

presented to give progress against strategic

plans and actions taken.

Governance and Committee

reports

The General Counsel and Company Secretary

provides regular updates on corporate governance

developments as well as internal governance

matters alongside upcoming changes to law or

regulation. Committee Chairs provide regular

updates on their Committee meetings, highlighting

any decisions made and key issues for the Board’s

attention. At the conclusion of each meeting, a

dedicated session for Non-Executive Directors is

held which provides a valuable opportunity for

open discussions among the Non-Executives.

Overview of time spent in 2024

Board activity

Board and Committee meetings

• Approved the publication of the 2023

annual results and accounts and

recommended approval of the 2023 final

dividend to shareholders.

• Reviewed feedback on the implementation

of the new organisational structure and

approved changes to authority levels

reserved for the Board to ensure alignment

with the changes.

• Reviewed the Board Diversity Policy.

Board and Committee meetings

• Discussed feedback from investors following

the full-year results.

• Considered proposals to modernise the Croda

brand and adopt a unified brand architecture

(see page 59 for further information).

• Discussed the development and

commercialisation of a new family of

vaccine adjuvants.

• Approved the release of the Q1 2024

trading announcement.

• Received a safety update on Group pressure

relief standard compliance.

Stakeholder engagement 10%

Financial risk and performance

management 25%

Governance and reporting 10%

People and culture 15%

Strategy 40%

The Board’s year

AGM

The AGM in 2024 was held in April at the Great

Yorkshire Showground in Harrogate. The AGM

offers the opportunity for all shareholders to

meet with the Directors in-person, to receive an

update on the business and to engage directly

with the Board. A number of investors and their

representatives attended our AGM, where

Mark Robinson, the President Operations,

gave an update on our Safety is a Value

leadership programme.

The AGM complements the Company’s

comprehensive investor engagement

programme led by the Director of Investor

Relations and Corporate Affairs, which

comprises results presentations, investor

roadshows, attendance at conferences,

seminars, site visits and one-to-one meetings.

Board oversight of key growth

investments

The Board considered progress of the

Group’s five-year capex plan. As well as

progress of individual projects, the Board

reviewed safety performance, progress in

relation to Croda’s sustainability goals and

the governance framework for project

management. The Board challenged

management to ensure appropriate

investment continued to be made in IT

enabling systems to facilitate effective

management of the Group’s capex

investment programme. A further review

of the performance of investments was

undertaken in September.

February April

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board activity in 2024

55 Croda International Plc Annual Report & Accounts 2024

Board and Committee meetings

• Danuta Gray chaired her first meeting of

the Board.

• Approved the 2024 interim results and

interim dividend.

• Discussed the Company’s defence

planning with an outside-in perspective

presented by the Company’s broker.

• Assessed the annual risk review, which

included an evaluation of the Company’s

emerging and principal risks (see pages

29 to 35 for further information).

Board and Committee meetings

• Discussed feedback from investors

following the half-year results.

• Reviewed the performance of investments.

• Approved the capital investment in

flexible scale lipid asset facility in

the UK in line with Croda’s overall lipid

expansion strategy (see page 58 for

further information).

• Engaged with the recently appointed

Global Head of Quality Assurance on his

key initial observations, strategy and

priorities to drive an enhanced culture of

quality across the business.

Approved the refinancing of the Group’s

£600m Revolving Credit Facility.

June July September

October

November

December

Board and Committee meetings

• Approved the release of the Q3 2024

trading announcement.

• Five-year strategy and financial plan

‘deep dive’ review sessions.

• Reviewed senior management

succession plans and talent pipeline

across the Group, including a debate

and discussion of organisational

culture in support of the Group’s

Purpose and strategic plans.

• Reviewed a strategy deep dive on

Consumer Care in the US.

Board and Committee meetings

• Reviewed and approved the Group’s

2025 budget.

• Considered the outcome of the

internal Board and Committee

effectiveness evaluation.

• Engagement session with some of the

Group’s high-performing talent.

• Approved the renewal of the Group’s

global insurance programme as part

of the risk management framework.

Talent and innovation day

In September, the Board held a talent

and innovation day, which included

meetings with some of Croda’s high-

performing talent, with the Directors

organised into pairs to encourage more

intimate and informal discussions. In

addition, presentations were received

from the Life Sciences and Consumer

Care R&D teams on innovation and

metrics. The day ended with a tour of

the Innovation Centre at Cowick, with the

Board interacting with innovation teams

in the laboratories and discussing

specific projects and challenges

being managed. The informal sessions

facilitated positive engagement between

the Board and some of the Group’s

emerging talent thereby providing

additional context to Board and

Nomination Committee discussions on

succession planning and talent pipeline,

as well as ensuring that the employee

voice is fed into Board decision making.

Board safety session

Safety is always the first matter covered

by the CEO in his report to the Board

with a focus on both employee

behavioural safety and process safety

issues, and in July the Board held its

annual deep-dive safety session. This

included discussion of the Group’s safety

culture and progress in ensuring safety is

a core value held by all employees, as

well as undertaking an in-depth review

of the Group’s safety performance and

consideration of the Group’s process

safety strategy. The Board was able to

spend time meeting with the safety

team, which provided the Non-Executive

Directors with further insights into the

key challenges faced.

Strategy day

In June, the Board held its annual

strategy meeting to review progress

against strategic priorities and to

consider how these should be further

developed to ensure the promotion of

the success of the Company for the

benefit of shareholders and having

regard for the Company’s wider

stakeholders. The day provided the

opportunity to conduct deep-dive

reviews of our Life Sciences and

Consumer Care businesses, including

analysis of key markets and trends,

commercial delivery strategies,

customer needs, sustainability and

innovation. The format for the day

encouraged interactive discussions

and enhanced opportunities for the

Non-Executive Directors to share their

external perspectives. The Company’s

brokers provided an external perspective

on the macroeconomic environment in

core geographies as well as a deeper

dive into trends and new business

streams in the Pharmaceutical sector.

The strategy was further reviewed in

November within the context of the

Group’s five-year business plan.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board activity in 2024 continued

56 Croda International Plc Annual Report & Accounts 2024

Section 172(1) statement

The Board of Directors confirms that during the year under review it has acted to promote the

long-term success of the Company for the benefit of shareholders, whilst having due regard to

the matters set out in Section 172(1) (a) to (f) of the Companies Act 2006. The table below sets

out how these factors have fed into Board discussion and decision making:

S 172 (1) factor Further information:

The likely consequences of

any decision in the long term

• Purpose

• Business model

• Strategy

• Financial review

• Sustainability

P16

P25

P17, 48, 68

The interests of employees • People

• Employee engagement

• Diversity

• Speak Up

• Culture

P8, 59

P57

P57, 66

P35, 57

P8, 59

The need to foster the

Company’s business

relationships with suppliers,

customers and others

• Financial review

• Modern Slavery Statement

• Business model

• Sustainability

• Human rights and ethical

standards

• Culture

P25

P58

P17, 48, 68

P57

P8, 59

The impact of the

Company’s operations

on the community and

the environment

• Purpose

• Sustainability

• TCFD

• Sustainability Oversight

Committee

P17, 48, 68

P37

P68

The desirability of the

Company maintaining a

reputation for high standards

of business conduct

• Purpose

• Speak Up

• Human rights and ethical

standards

• Internal controls

• Modern Slavery Statement

• Ethics and compliance

P35, 57

P57

P64

P58

P58, 59, 70, 82

The need to act fairly

between members of

the Company

• Stakeholder engagement

• AGM

P56

P54

S172 Stakeholder engagement

The Board continued to focus on its engagement with key stakeholders,

acknowledging that this is fundamental to being a responsible business

and furthering the fulfilment of our strategy. Having consideration for our

stakeholders aligns with our Purpose and our values, both of which guide

us in our approach to delivering our strategic commitments and promoting

the long-term sustainable success of the Company. In discharging their

responsibilities, the Directors sought to understand, and have regard to, the

interests and priorities of the Group’s key stakeholders, including in relation to

material decisions that were taken by the Board during the course of the year.

Section 172 principal decision

Payment of dividends

During the year the Board considered the

recommendation of a final dividend and the

payment of an interim dividend.

The Board assessed the balance sheet

strength of the Company and the availability

of distributable reserves, the level of free

cash flow and considered that stable

leverage provided reassurance that the

Company could continue to pay dividends

despite challenging trading conditions and

lower adjusted profit after tax. In reaching

this decision the Board took into account

stakeholders’ perspectives, including those

of shareholders, employees, suppliers,

customers, and debt providers, as well as

market perception. The Board considered

that the payment of the ordinary dividend did

not disadvantage stakeholders as it did not

materially affect Croda’s ability to meet

payments as they fell due or the ability to

continue investing in the business for the

benefit of all stakeholders.

Relevant stakeholders

• Shareholders

• Employees

• Suppliers

• Customers

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Engaging with stakeholders

57 Croda International Plc Annual Report & Accounts 2024

Stakeholder How we engaged Outcome of engagement and KPIs

Our people

The Board recognises the importance

of engaging with employees and

listening to their views to help them to

feel valued, supported and heard. It

also ensures that the Board is aware

of any pressing issues or challenges

• Directors engaged with our people across the business during site visits

participating in listening groups, town halls and informal dinners which

helped to foster open dialogue and connection.

• The Chair launched grassroots listening sessions with high-potential female

employees during site visits.

• The Board reviewed the results and levels of engagement of employee

engagement ‘Pulse’ surveys.

• The Board tracked essential employee metrics including turnover rates,

retention levels, and DEI metrics across the business as part of quarterly

HR reporting.

• The Board received updates on use of our Speak Up line and related

investigations.

• Enabled the Directors to gain diverse insights from a range of locations,

functions, roles and experiences. This helped the Board to gauge employee

sentiment and identify any themes and emerging issues. Hearing firsthand

how employees are feeling about Croda enables the Directors to address

any culture shifts required to support the ongoing success of the Company.

• Facilitated informal engagement with emerging talent across the business

and identification of any challenges, including those relating to diversity

and inclusion.

• Enhanced the Board’s understanding of employee engagement with our

organisational culture.

• Enabled the identification of trends, such as employee turnover, allowing

the Board to effectively challenge management when necessary.

• Meetings with high-potential employees provided direct input into talent

and succession planning and decisions.

• Enabled the identification of any behavioural trends or underlying cultural issues.

Our customers

The Board recognises the importance

of understanding our customers’

needs to ensure we consistently

meet their expectations

• The Board tracked essential customer metrics and sentiment as presented

in quarterly business reports.

• The Board considered the results of key customer surveys, including net

promoter scores.

• The Board received regular feedback from the CEO on his meetings with

strategically important customers.

• Non-Executive Directors attended customer visits with key account managers.

• Helped the Board to assess customers’ business needs, including in relation

to sustainability.

• Offered insights into customer relationships to identify opportunities to

enhance customer outcomes.

• Provided the Board with firsthand insights into the challenges faced by

customers and what matters most to them.

• Influenced decisions on where to make future investments in innovation and

manufacturing assets to create most value.

Our communities

It is essential that we operate safely

and sustainably in the communities

in which we operate and that we

understand the impact of our

operations on these communities

and the environment

• Site community engagement committees were attended by representatives

from the sites and from the local community.

• When undertaking site visits, Directors are able to discuss local community

engagement with management teams.

• Employees can take up to two paid volunteering days every year to work

with projects that benefit their local communities.

• The Company matches funding for employee donations to certain

charitable causes.

• The Board received updates on the Group’s human rights programme and

on EUDR compliance.

• The Board reviewed the annual update on the work and priorities of the

Croda Foundation.

• Provided a platform for engaging with the local communities, allowing us to

listen to their concerns and actively participate in community activities and

social events.

• Demonstrated the business’ dedication to transparency in supply chains and

commitment to upholding and respecting human rights.

• Renewed the Company’s commitment to ongoing funding of the Croda

Foundation to enable it to continue its mission by awarding grants that align

to Croda’s Purpose, values and expertise.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Engaging with stakeholders continued

58 Croda International Plc Annual Report & Accounts 2024

Stakeholder How we engaged Outcome of engagement and KPIs

Our suppliers

Supply chain integrity is essential to

Croda’s ambition to be the most

sustainable supplier of innovative

ingredients and in supporting

delivery for our customers

• The Board received updates on the ongoing evaluation of suppliers’

ethical, social and sustainability practices, primarily through EcoVadis.

• The Board reviewed and approved the Company’s Modern

Slavery Statement.

• The Board reviewed the Company’s ethics programme.

• The Board received updates on the Group’s human rights programme

and on EUDR compliance.

• Ensured alignment with Croda’s Purpose, values and our Supplier Code

of Conduct.

• Demonstrated the business’s dedication to transparency in supply

chains and commitment to upholding and respecting human rights.

• Demonstrated Croda’s commitment to promoting an ethical culture

throughout the Group, including in relation to suppliers.

• The award of CDP Supplier Engagement Leader rating 2023 serves as

external validation of the Company’s commitment to its suppliers.

• The impact of the Company’s business on local communities where

raw materials are sourced formed part of the Company’s Double

Materiality assessment which determined the Board’s areas of focus.

Our shareholders

Regular engagement with

shareholders is essential to ensure

that they are well informed of our

strategy to deliver long-term value

growth and sustainable returns and

allows them to share any feedback

• The Chair meets regularly with the Company’s major shareholders,

including meeting them as part of her induction programme.

• Investor meetings and roadshows were held in the UK and globally to

discuss interim and year-end results.

• The CEO and Investor Relations team hosted visits to Croda’s offices

and laboratories at Cowick and operational sites in the UK and US.

• The AGM provides a forum for shareholders to engage with the Board

and ask questions.

• The Director of Investor Relations and Corporate Affairs gave regular

updates to the Board, including peer group analysis.

• Provided the Chair with firsthand insights into any shareholder concerns

and allowed her to gauge shareholder sentiment.

• Facilitated discussions on any areas of concern as well as an

understanding of shareholder perspectives on governance and

performance against strategy.

• Enabled shareholders to gain insight into Croda and its culture.

• Enabled the Board to assess shareholder sentiment, which was then

incorporated into the Board’s strategy discussion and decision making.

• Provided a forum for shareholders to engage with the Board and to ask

questions either submitted in advance or raised on the day. All

resolutions received over 89% of votes in favour at the 2024 AGM.

Section 172 principal decision

Approval of flexible scale lipid

facility in the UK

In line with Croda’s overall lipid expansion

strategy, the Board considered a co-investment

capital expenditure project to create flexible

asset capability to make a wide range of lipids

in variable batch sizes, including larger scale

batches of lipids for use in mRNA vaccines

and smaller scale volume batches used for

therapeutic vaccines. The Board discussed

future business opportunities and current and

future market potential in relation to the

long-term growth potential of lipids as well as

potential risks. Considerable time was spent in

understanding the terms of the co-investment

with the UK Government and the Board

considered the likely consequences of the

investment decision in the long term having

regard to the interests of Croda’s stakeholders

who would be affected by the investment.

The Board considered the interests of Croda’s

customers, determining that the investment

would allow Croda to support the development

of innovative lipid delivery better aligned to

customer needs. The investment aligned with

Croda’s sustainability strategy and safety

priorities by providing a state of the art, safe

manufacturing facility for employees to work.

This would provide an exciting future for the

manufacturing site, supporting employment in

the local community. The Board had regard to

alignment of the Company’s Purpose of using

Smart science to improve lives

with the

benefits that the new facility would have in

supporting preparedness for larger scale lipid

production to support a pandemic response

should the need arise.

Having regard to the interests of all

stakeholders, the Board concluded that it was

in the best interests of the Company and its

shareholders to approve the investment in the

project.

Relevant stakeholders

• Customers

• Shareholders

• Employees

• Local community

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Engaging with stakeholders continued

59 Croda International Plc Annual Report & Accounts 2024

The Board and culture

Our Purpose, Smart Science to improve lives

is reflected in the Board’s strategy and is

underpinned by our values and our unique

culture. The Board sets the culture and is

responsible for assessing, monitoring and

promoting it. This is undertaken in a number of

ways including: engaging in regular meetings

with members of the Executive Committee and

senior management; reviewing employee survey

results and response rates; considering feedback

from employee engagement activities; assessing

key employee data such as retention rates,

quarterly safety and wellbeing data, and diversity

and inclusion metrics; and having oversight of

ethics and whistleblowing reports.

The Board is fully supportive of the range of

employee development programmes run by the

business for high-potential senior talent as well

as employee initiatives focused on facilitating

inclusion, such as the Solaris programme which

is targeted at the development of black

professional females. All of our talent

programmes are underpinned by our values of

Responsible, Innovative and Together, brought

to life through the behaviours that sit within

them. Through our leadership framework we

articulate what good looks like and seek to

develop and reward these behaviours through

our development programmes. Phoenix Rising

is our inclusive leadership programme with

delegates from a range of levels across different

geographies and functions. During the year the

CEO joined delegates during module two of the

programme and engaged in a Q&A where he

responded to questions on his own personal

leadership journey, and the longer-term

strategic direction of the business and current

challenges. The Board remains engaged in the

furtherance of diversity and inclusion initiatives

across the business.

Once again, Croda was shortlisted as one of the

Best Places to Work in the UK by the Sunday

Times. This recognises companies who provide

a workplace which fosters a supportive,

inclusive and a fair environment for their

employees, thereby creating an engaged

workforce as a result.

The Board places great emphasis on ensuring

that our culture is aligned to our Purpose and

values. A key focus is to monitor and assess

culture using KPIs and metrics as well as direct

employee engagement and listening sessions

which provide valuable insight into how

employees are experiencing our culture and

any challenges faced. These include:

• The Purpose and Sustainability Commitment

(PSC) score which is a gauge of employee

satisfaction and is measured through employee

surveys. The 2024 PSC score was 67% following

a global participation rate across all surveys of

just under 80%.

• Employee retention and attrition rates.

• Diversity, Equity and Inclusion (DEI) metrics

including balanced shortlists, gender

breakdown by grade, and diversity on

development programmes.

• Ethics and whistleblowing reports.

Section 172 principal decision

Brand refresh

The Board reviewed a proposal for a refresh

of the Croda brand with the adoption of

a consistent brand architecture and the

embedding of an evolved corporate

visual identity across the Group.

In assessing the proposal, the Board

considered feedback from a diverse range

of stakeholders obtained by management

during the review process. This included

internal interviews across the business,

engagement with customers of key Croda

brands, and employee focus groups

representing different geographies and areas

of the business. This was to ensure global

resonance and alignment with the Company’s

values. Feedback was that the rationale for

a refreshed visual identity was very strong.

The Board recognised that the adoption of a

unified brand architecture would raise Croda’s

visibility with customers and shareholders,

enhance synergies across the Group, reduce

the long-term cost of sustaining multiple

brands, help with customers’ understanding

of the business and the full range of

technologies and capabilities within the

Group, and enable the creation of a stronger

employer brand that would support the

competition for talent.

Relevant stakeholders

• Customers

• Shareholders

• Employees

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Engaging with stakeholders continued

60 Croda International Plc Annual Report & Accounts 2024

The Company is led by a diverse and effective

Board that has responsibility for the overall

leadership of the Group and whose role is to

promote the long-term sustainable success of

the Company.

As at the 31 December 2024, the Board

comprised 10 Directors: the Chair, the Group

Chief Executive, seven independent Non-

Executive Directors and one non-independent

Non-Executive Director. On 1 March 2025, John

Ramsay, an independent Non-Executive Director,

will retire from the Board. The interim Chief

Financial Officer also attends all Board meetings.

The Board is responsible for the long-term

success of the Company and it provides

leadership and direction.

The size of the Board allows time for constructive

debate and challenge on key elements of the

Company’s performance and strategic projects

and enables all Directors’ views to be heard. It

monitors operational and financial performance

against agreed goals and objectives and ensures

that appropriate controls and systems exist to

manage risk and that there are the necessary

financial resources and people with the

necessary skills to achieve the strategic goals

the Board has set.

The Board discharges some of its responsibilities

directly and others through its Committees,

details of which are in the adjacent section.

Execution of the strategy and day-to-day

management of the Company’s business is

delegated to the Executive Committee, and

subsequently to senior leadership teams where

relevant, with the Board retaining responsibility

for overseeing, guiding and holding management

to account. In addition to its scheduled meetings,

the Board met and heard from the Executive

Committee members, senior management and

a wider range of colleagues on a regular basis.

Board leadership

Board and Committee meetings and attendance

Membership of the Board and its Committees, and attendance (eligibility) at meetings held in 2024

Board Audit Committee Nomination Committee Remuneration Committee Sustainability Oversight Committee

Danuta Gray (Chair)

6 (6)

4 (4)

Anita Frew 2 (2) 2 (2)

Ian Bull 4 (4)

2 (2) 2 (2) 2 (2)

Louisa Burdett 2 (2)

Roberto Cirillo 6 (6) 5 (5) 4 (4) 5 (5)

Jacqui Ferguson 6 (6) 5 (5) 4 (4)

5 (5) 4 (4)

Steve Foots 6 (6)

Chris Good 6 (6) 5 (5) 4 (4) 5 (5)

4 (4)

Julie Kim 6 (6) 5 (5) 4 (4)

Keith Layden 6 (6) 4 (4) 4 (4)

Nawal Ouzren 6 (6) 5 (5) 4 (4) 5 (5) 4 (4)

John Ramsay* 5 (6) 5 (5) 3 (4) 4 (5)

Chair of the Committee

* John Ramsay was Chair of the Audit Committee until 30 November 2024. He was unable to attend the December Board, Nomination and Remuneration Committee meetings due to other personal

commitments.

Division of responsibilities

Board

Chair

• Provides overall leadership and ensures

the effectiveness of the Board.

• Sets the agenda and tone of meetings

and discussions.

• Promotes a culture of openness and

debate and constructive challenge at

Board meetings.

• Leads the annual performance evaluation

of the Board and its Committees.

Senior Independent Director

• Acts as a sounding board for the Chair and

an intermediary for the Non-Executive

Directors, where necessary.

• Is available to shareholders if they wish to

raise any concerns.

• Leads the Chair succession process.

Non-Executive Directors

• Provide strategic and specialist guidance

together with effective governance.

• Provide support and constructive challenge

to the Executive Directors.

• Scrutinise the performance of management

in meeting agreed goals and objectives and

ensure all stakeholder views are considered.

Group Chief Executive

• Develops and proposes strategy to the

Board and is responsible for its

implementation.

• Responsible for the performance of the

Group and the day-to-day management of

the business, including the Group’s safety

and sustainability activities.

• Leads the Executive Committee.

Chief Financial Officer

• Supports the Group Chief Executive in ensuring

the development and execution of strategy.

• Responsible for the financial management of

the Group and the accuracy and

completeness of the financial statements.

• Ensures the Group operates a robust risk

management and internal controls system to

ensure accurate and timely financial and

non-financial reporting.

General Counsel, Company Secretary

and President Sustainability

• Supports the Chair in the efficient and effective

functioning of the Board and its Committees.

• Works closely with the Chair in the

formulation of meeting agendas and annual

agenda programmes.

• Ensures that Board procedures are complied

with and also advises on regulatory

compliance and corporate governance.

The terms of reference for each

Board Committee can be found at

www.croda.com.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board leadership

61 Croda International Plc Annual Report & Accounts 2024

Board evaluation

Each year the Board undertakes a review of its own performance and effectiveness in accordance with

the guidance set out in the Code. In 2024 the Board carried out an internal evaluation process using an

online evaluation tool provided by Lintstock tailored to Croda’s activities and current concerns.

Questionnaires were also used for the Audit, Remuneration, Nomination and Sustainability Oversight

Committees. In addition, the Chair held one-to-one discussions with each Director. A report was

prepared based on the completed questionnaires and the discussions held, which facilitated an

evaluation of the effectiveness of the Board and its Committees with feedback discussed. The Board

considered the key findings from the evaluation process and agreed the key areas of focus for 2025.

The findings are outlined below with key areas of progress from the 2023 evaluation.

Key areas of focus in 2023

external Board evaluation

Progress made in 2024

• Enhance the level of challenge to executives,

and the inclusion of more data-driven

perspectives in Board presentations.

• Increased use of outside-in perspectives to

bring fresh perspectives.

• Aspects of Croda’s culture to be evolved to

support the next phase of growth.

• The Board to place more regular emphasis

on Croda’s long-term succession and

talent pipeline.

• Enhanced use of data in business updates.

• An update from Croda’s brokers presented

to the Board.

• Analysis of peer performance and

commentary following results’

announcements.

• Debate and discussion of organisational

culture in support of the Group’s Purpose

and strategic plans.

• Increased time dedicated for deep-dives on

the talent pipeline.

• Increased focus on exposure of the Board

to potential future leaders, including a

talent and innovation day.

Key findings from the 2024 internal

Board evaluation

2025 areas of focus

• The Board composition and relationships

rated very highly.

• Greater use of executive summaries to help

the Board assimilate information.

• Enhanced use of leading indicators and

external comparator data.

• Talent development and succession seen

as a critical issue.

• Continue to have more external focus,

including the competitive environment and

peers’ strategies and performance.

• Review approach to Management

Information reporting for improved and

sharper synthesis of reports.

• Continued focus on talent and succession

planning, including market mapping.

• Use of data and IT as enabling platforms.

• Management of Business change.

• Enhance the Board’s focus and information

by streamlining presentations with a greater

focus on Q&A.

• Group strategy refresh and tracking of

strategy execution.

Governance structure

The Board has four main Committees:

Independence of Non-Executive

Directors

The independence of the Non-Executive

Directors is kept under review to ensure continuing

independence and objective judgement. The Chair

was independent upon her appointment in 2024

and both the Chair as head of the Board and the

Group Chief Executive as head of executive

management have clearly defined roles. Further

information on their roles is included in the table

on page 60. With the exception of Keith Layden,

the Board considers that all Non-Executive

Directors who served during the year are

independent in character and judgement, with no

relationships or circumstances that are likely to

affect, or could appear to affect, their judgement.

Keith Layden is not considered independent,

having served as the Company’s Chief

Technology Officer prior to retirement from the

Company and appointment as a Non-Executive

Director in May 2017.

On behalf of the Board, the Nomination

Committee assesses the Non-Executive

Directors’ independence, skills, knowledge

and experience annually. The Chair also meets

regularly with each Non-Executive Director

and, together with the Nomination Committee,

concluded that each Non-Executive Director

continued to contribute effectively and

demonstrated that they were committed to the

role. The current Directors, with the exception of

John Ramsay, will submit themselves for election

or re-election at the 2025 AGM.

Nomination Committee

Reviews the structure, size and

composition of the Board and its

Committees. Identifies and nominates

suitable candidates for appointment to the

Board and has responsibility for Board and

Executive Committee succession planning.

For information, see page 65

Audit Committee

Monitors the integrity of the Group’s

financial statements and announcements,

the effectiveness of internal controls and

risk management as well as managing the

external auditor relationship.

For information, see page 69

Sustainability Oversight

Committee

Monitors the execution and implementation

of the Group’s sustainability strategy and

compliance with regulations and best

practice, and oversees communication

of the Group’s sustainability activities.

For information, see page 68

Remuneration Committee

Recommends the Company’s

Remuneration Policy and framework and

determines the remuneration packages for

members of senior management.

For information, see page 74

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board leadership continued

62 Croda International Plc Annual Report & Accounts 2024

At the end of every meeting, the Chair and the

Non-Executive Directors met without the

Executive Directors present to allow additional

opportunity for discussion on areas relevant to

the operation of the Board. The Non-Executive

Directors also met on their own without the Chair.

The Senior Independent Director met with the

Chair to provide feedback on her performance

following discussions with the other Non-

Executive Directors and the Executive

management to gather their views. The

evaluation of the Chair was highly positive and it

was agreed that she displays all the desired skills

and behaviours of an experienced, inclusive and

competent Chair.

The Chair met and provided feedback to each

Non-Executive and Executive Director.

Director induction and training

All new Directors appointed to the Board

undertake an induction programme aimed at

ensuring they develop an understanding and

awareness of the business, people and processes

and of their role and responsibility as a Director,

including their duties under Section 172(1) of the

Companies Act 2006. Programmes are tailored to

suit each Director and include visits to operations

around the Group, briefings from Group functions,

and one-to-one meetings with Board members,

senior management and the Company’s advisers.

The Board is committed to the training and

development of Directors and the Company

Secretary. Professional advisers are invited to

provide in-depth updates. For example, as part of

the strategy day the Board received an outside-in

perspective from the Company’s brokers on their

current macroeconomic view and a deeper dive

into trends in the Pharmaceutical sector. The

Company Secretary provides regular updates on

regulatory and corporate governance matters.

Conflicts of interest and external

appointments

The Board has an established process in place for

reviewing and monitoring potential conflicts of

interests. The Company’s Articles of Association

allow the non-conflicted members of the Board

to authorise an actual or potential conflict

situation. Prior to their appointment and on an

ongoing basis, Directors are required to disclose

any other commitments they hold outside the

Company. Actual and potential conflicts of

interest are included on a register which is

maintained by the Company Secretary and

reviewed annually.

During the year the Chair and the Company

Secretary continued to keep under review any

potential or perceived conflict of interest with

John Ramsay’s directorship of DSM/Firmenich

and concluded that no conflict of interest existed.

At the time of appointment of any new Non-

Executive Directors, their other commitments are

taken into account to ensure that they have

sufficient time to dedicate to their role, in addition

to whether or not a conflict or potential conflict

would exist. Any proposed new appointments are

reviewed and approved in advance by the Board.

The Directors’ ability to commit sufficient time to

their duties, including having regard to their

external appointments, is reviewed by the Board

annually in advance of Directors being proposed

for election or re-election at the AGM, following

recommendation by the Nomination Committee.

Details of the professional commitments of the

Non-Executive Directors are included in their

biographies on pages 52 to 53. The Board is

satisfied that these do not interfere or conflict

with the performance of their duties for the

Company.

Board support

The Board and each Director has access to the

advice and services of the Company Secretary.

Directors may seek external independent

professional advice at the Company’s expense, if

required.

Employee engagement

In view of Croda’s global operations, the Board

decided that the most effective way of organising

its engagement with employees is to continue to

share the responsibility among all Non-Executive

Directors and to utilise the variety of mechanisms

in place. This includes participating in listening

groups, town halls and informal dinners with our

people during site visits which help to foster open

dialogue and connection. The Board is

comfortable that it can continue to rely on

alternative methods to engage with employees,

rather than one of the three methods outlined in

the 2018 UK Corporate Governance Code.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Board leadership continued

63 Croda International Plc Annual Report & Accounts 2024

Fair, balanced and understandable

To assist the Board in determining whether the

Annual Report was fair, balanced and

understandable, the Annual Report team

prepared a Board paper that, amongst other

things, reviewed the process of preparation of the

report, the controls in place to ensure consistency

and reliability of the underlying information,

identified the material positive and negative

matters referred to in the report to ensure

balanced content and provided details of the

level of senior oversight of the content of the

report.

The Annual Report and Accounts process is

designed to give the Board enough time to assess

whether it is fair, balanced and understandable,

as required by the Code. The key themes and

messages to be included in the Annual Report

and Accounts are considered by the Board early

in the process.

The Board considered whether the Annual

Report and Accounts contained the necessary

information for shareholders to assess the

Company’s position and performance, business

model and strategy. The Directors received a full

draft of the Annual Report and provided feedback.

This review ensures that each Director has an

opportunity to highlight any areas requiring further

clarity as well as suggesting issues and areas that

were not adequately covered or on which the

report may have placed too much emphasis.

The key messages in the narrative in the Strategic

Report and Governance sections of the Annual

Report and Accounts were reviewed to ensure

they were consistent with the financial reporting

contained in the financial statements.

The Board reviewed whether the Annual Report

and Accounts disclosed the successes and the

challenges that had been faced in the period

and that the narrative and analysis effectively

balanced the information needs and interests of

each of our key stakeholder groups. In particular,

the Board had regard to the current

macroeconomic and geopolitical issues and the

potential for wider impact alongside continued

inflationary pressures.

The framework and layout were considered

to be clear and coherent, with a consistent tone

throughout and clearly signposted linkage

between all sections, in a manner that reflected a

comprehensive narrative and highlighted the key

messages appropriately throughout.

Following this assessment, the Board was of

the opinion that the 2024 Annual Report and

Accounts are representative of the year and

present a fair, balanced and understandable

overview, providing the necessary information

for shareholders to assess the Group’s position,

performance, business model and strategy.

Risk management and

internal control

The Board acknowledges its responsibility for

ensuring the maintenance of a sound system

of internal controls and risk management, in

accordance with the guidance set out in the

Financial Reporting Council’s Guidance on Risk

Management, Internal Control and Related

Financial Business Reporting 2014, and in the

2018 UK Corporate Governance Code. The Board

receives updates on principal risks and risk

appetite on an annual basis.

Transparent policies and procedures

Executive management have established an organisational structure with clear operating

procedures, lines of responsibility and delegated authority which was reviewed by the Board.

In particular, there are clear procedures and defined authorities for the following:

Financial reporting and financial

statements review

Policies and procedures governing the

financial reporting process and preparation

of the financial statements are owned by

the Chief Financial Officer and clearly and

transparently communicated through the

Group Policies system. In order to assess the

financial statements, the Audit Committee

regularly reviews reports from members of

the finance team and the external auditor

who is invited to attend the Committee’s

meetings. When conducting its review the

Committee considers material accounting

assumptions and estimates made by

management, any significant judgements or

key audit matters identified by the auditor

(page 112), compliance with relevant

accounting standards and other regulatory

reporting requirements, including the 2018

UK Corporate Governance Code, and the

accounting policies and procedures applied

(pages 69 to 73).

Internal audit function

The internal audit function is a key element of

the Group’s corporate governance framework.

Its role is to provide independent and objective

assurance, advice and insight on governance, risk

management and internal controls to the Board

and Audit Committee and the Group. It supports

the Group’s strategy and objectives by evaluating

and assessing the effectiveness of risk

management systems, business policies and

procedures, system and key internal controls.

In reporting on their reviews, internal audit makes

recommendations to address issues and improve

processes. Once recommendations are agreed

with management, the internal audit function

monitors their implementation and reports to the

Audit Committee on progress at every meeting.

See pages 70 to 71 of the Audit Committee report.

Capital investment

The Finance Committee (a sub-committee of the

Executive Committee) operates a clearly defined

capital expenditure process including detailed

business plan appraisal, risk analysis and

authorisation. The Global Capital Project Director

has developed a framework for managing major

capital expenditure, and post-investment review

processes are completed by internal audit (at the

Audit Committee’s request).

Audit, risk and internal control

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit, risk and internal control

64 Croda International Plc Annual Report & Accounts 2024

Business risk management

As described on page 29, the Executive Committee

has established an ongoing process for identifying,

evaluating and managing emerging and principal

risks. The Board receives updates on principal risks

and risk appetite on an annual basis and the Audit

Committee receives reports from internal audit on

the effectiveness of mitigating controls in place

over principal risks. The Risk Committee, a

sub-committee of the Executive Committee, meets

on a quarterly basis to monitor and review both

current and emerging risks. Please see page 31 for

the Directors confirmation that they have carried

out a robust assessment of the emerging and

principal risks facing the Group.

Internal controls

There is a documented framework of required

internal controls for business processes, IT, safety,

quality and compliance, which form part of our

business as usual activities and which are

documented in controls manuals. Policies

governing the internal controls are documented

in the Group Policies system, which is available

online to all employees, and each Group policy is

owned by a member of the Executive Committee.

Confirmation that the controls are being adhered

to is the responsibility of managers, who together

with their teams complete a self-assessment

process against relevant controls which provides

a snapshot of the control environment.

Compliance with controls is tested by the internal

audit team as part of their annual plan of work

approved by the Audit Committee each year, as

well as being tested by other internal assurance

providers; see pages 70 to 72 for more information.

The Board discharged its responsibility for

monitoring the operational effectiveness of

the internal control and risk management

systems throughout the year using a process

which involved:

• Delegation of review of systems of risk

management and internal control to the Audit

Committee, whose activities are described in

detail on pages 69 to 73.

• Receipt of written confirmations from senior

management.

• Board review of the report on significant

control weaknesses.

• Annual review of risk appetite statements and

principal risks (page 29).

These processes have been in place for the full

financial year up to the date on which the financial

statements were approved by the Board. The

systems are designed to mitigate, rather than

eliminate, the risk of failure to achieve business

objectives and provide reasonable, but not

absolute, assurance against material misstatement

or loss.

For the full statement of Directors’

responsibilities see page 106.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit, risk and internal control continued

65 Croda International Plc Annual Report & Accounts 2024

The Committee’s terms of reference are reviewed annually and can be found in

the governance section at www.croda.com

Board changes

The Committee led the search for a new CFO,

working closely with the Board on specifying the

skills and experience needed. MWM Consulting

(a signatory to the voluntary code of conduct for

executive search firms, which has no other

connection to the Company or any individual

director) was engaged to assist with the process.

This included an internal and external search and

benchmarking exercise followed by an interview

process. Shortlisted candidates were interviewed

by members of the Committee as well as the

Executive Directors, resulting in the selection of

Stephen Oxley. Stephen, a former partner at KPMG

and currently CFO of Johnson Matthey Plc, will join

the Board in April 2025. Anthony Fitzpatrick was

appointed as acting CFO in May on an interim basis

and I would like to thank Anthony for taking on this

role before helping to oversee an orderly handover

to Stephen when he joins the business.

The Committee also led a search for a new

Non-Executive Director with recent and relevant

financial experience to further strengthen the

composition of the Audit Committee. Egon

Zehnder (a signatory to the voluntary code of

conduct for executive search firms, which has

no other connection to the Company or any

individual director) was appointed to assist with

the search. Following an evaluation of a final

shortlist of candidates and interviews, the

Committee recommended the appointment of

Ian Bull. We welcomed Ian to the Board in June

and his expertise in financial and operational

leadership together with his significant Board

experience have made him an excellent addition.

In November, we announced that John Ramsay

would be retiring from the Board in March 2025

and in preparation for John’s retirement, Ian was

appointed as Chair of the Audit Committee,

effective 1 December 2024. On behalf of the

Committee and the Board I would like to thank

John for his outstanding contribution to the Board

and his leadership of the Audit Committee.

Report of the Nomination Committee

Key responsibilities

• To regularly review the structure, size and

composition, including the skills, knowledge,

experience and diversity of the Board and

make recommendations for any changes.

• To give full consideration to succession

planning for Directors and other senior

Executives, taking into account the challenges

and opportunities facing the Company and,

consequently, what skills and expertise the

Board will need in the future.

• Where a Board vacancy is identified, to evaluate

the balance of skills, knowledge, experience

and diversity on the Board, and prepare a

description of the role and capabilities required

for the respective appointment.

• To identify and nominate candidates to fill

Board vacancies, for the approval of the Board,

as and when openings arise.

• To keep the organisation’s leadership needs,

both Executive and Non-Executive, under

review to ensure that the Company continues

to compete effectively in the marketplace.

• To review annually the time required from a

Non-Executive Director and the Chair to fulfil

their duties.

• To make recommendations on succession

planning for the Board.

Key focus areas in 2024

• Board appointments – reviewed the

updated Board skills and experience

assessment and led the recruitment

process for a new CFO and a new

Non-Executive Director.

• Succession planning – assessed the

changes to the Executive Committee and

senior leadership teams.

• Governance – ensured compliance with

key governance issues.

• Reviewed the Committee’s terms

of reference.

• Details of attendance at meetings during

the course of the year can be found on

page 60. When it is appropriate to do so,

members of the Executive Committee

attend meetings at the request of the

Chair of the Committee.

“Succession planning is a

continual process and as the

Group evolves, it is essential to

have leaders with the right mix of

skills and capabilities to deliver

our strategy and Purpose.”

The Committee is responsible for succession planning and for nominating candidates for appointment to the Board

for approval by the Board. It evaluates the balance of skills, knowledge, experience and diversity on the Board and is

responsible for keeping the structure, size and composition of the Board and its Committees under review, including

Director independence and tenure.

Governance 10%

Executive

succession

planning 20%

Board

appointments 70%

Time allocation

I am pleased to present the

Committee’s report for 2024, my

first as Chair of the Committee.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Nomination Committee report

66 Croda International Plc Annual Report & Accounts 2024

The Committee and the Board also focused on

executive succession to ensure that we have the

right leaders to support the long-term success of

the Company, and it oversaw a number of changes

in the transition to the new Group organisational

structure introduced at the beginning of the year.

This included the appointment of Thomas Riermeier

as President Life Sciences who will join us in April

2025 from Evonik. The Committee regularly

reviews the internal pipeline of candidates for

immediate, medium and longer-term movement

to leadership roles. This ensures that the Committee

understands the breadth of potential within the

business so that internal succession planning

can be balanced with the need for external

perspectives. These reviews are complemented

by informal sessions held between the Board and

some of the Company’s high-potential talent, for

example at the September and December talent

and innovation forums (see page 55 for more

information).

Diversity and inclusion

Diversity and inclusion continues to be an area of

focus for the Board and for the Group as a whole.

We support and monitor Group activities to

increase the percentage of senior management

roles held by women and under represented

groups across the organisation. During my

induction site visits, I held listening sessions

with some of our high-potential female talent

across the business which facilitated informal

engagement and identification of any challenges,

including those in relation to diversity and

inclusion. We recognise the importance of a

diverse and inclusive organisation and our Board

Diversity Policy ensures that the tone is set from

the top. Our Board Diversity Policy, a copy of

which is available in the corporate governance

section at www.croda.com, is reviewed regularly

and confirms our commitment to meeting or

exceeding the target set by the FTSE Women

Leaders and Parker reviews, and our current

Board composition meets the targets

recommended.

Details of gender and ethnic representation as

prescribed by UK Listing Rule 6.6.6R (10) are set

out in the adjacent table. Our chosen reference

date is 31 December 2024 and, as at that date,

the Company had met all three of the Board

diversity targets of having 40%

∆

women on the

Board, at least one ethnic minority director, and

having a woman in at least one senior Board role.

There have been no changes from the reference

date. We have not set any targets for senior

management, but this is something we continue

to consider.

As at 31 December 2024, the gender balance of

the Executive Committee and their direct reports

stood at 37% female. Beyond the Board we aspire

to have gender balance across all levels of the

Group. In 2024 49% of available leadership roles

were filled by women, with the number of women

in leadership positions now at 41%

(2023: 39%).

Across the Group the gender balance for all

employees is 40%

female and 60% male.

Numerical diversity data, in the format required, is

outlined in the adjacent table as at 31 December

2024. The Company has collected the data on

which the tables are based by the individuals

concerned self-reporting their data on being

asked about their ethnicity and gender.

Director induction

All Directors receive a comprehensive induction

programme. This is tailored through discussion

with the Chair and the Company Secretary and

considers existing expertise and any Committee

roles. All new Directors are given access to our

electronic Board papers which provide easy

access to key documents. As with my own

induction programme, Ian Bull’s extensive

induction programme is in progress and he has

already visited a number of our operational sites

to meet our teams in person.

Gender identity/sex of members of the Board and Executive Committee

as at 31 December 2024

Number of

Board

members

Percentage

of the Board

Number of

senior Board

positions*

Number in

executive

management

Percentage of

executive

management

Men 6 60% 1 5 71%

Women 4 40%

∆

2 2 29%

Not specified/prefer not to say

Ethnic background of members of the Board and Executive Committee

as at 31 December 2024

Number of

Board

members

Percentage

of the Board

Number of

senior Board

positions*

Number in

executive

management

Percentage of

executive

management

White British or other White

(inc. minority white groups) 8 80% 7 100%

Mixed/multiple Ethnic Groups 1 10%

Asian/Asian British 1 10%

Black/African/Caribbean/Black British

Other ethnic group

Not specified/prefer not to disclose

* CEO, CFO, SID, Chair

Other activities of the Committee

The Committee reviewed the time commitment

of the Non-Executive Directors, which is assessed

before appointment and on an annual basis. The

Committee was satisfied that all the Non-Executive

Directors remain able to commit the required time

for the proper performance of their duties.

It is the Committee’s responsibility to keep Board

composition under review, including Director

independence and tenure. During the year the

appointments of Roberto Cirillo, Jacqui Ferguson,

Julie Kim and Keith Layden were considered by

the Committee. Julie’s term was extended for a

further three years and the appointments of

Roberto, Jacqui and Keith were extended for

another year. This is in line with the Nomination

Committee policy that once a Non-Executive

Director has served six years, any extension to

their term is on a year-by-year basis.

The Committee considered and concluded that,

except for Keith Layden, all the Non-Executive

Directors continue to fulfil the criteria of

independence. As Keith was formerly an

Executive Director of the Company, he is not

considered to be independent.

Board effectiveness review

In line with the 2018 Code requirements, during

the year an internal evaluation of the effectiveness

of the Board and Committees was undertaken

using an online questionnaire from Lintstock,

tailored to Croda’s activities and current concerns

to consider the Board and Committee’s operations,

oversight and progress during the year. This

concluded that the Board continues to operate

effectively with open and honest discussions with

a high degree of trust, while also signalling minor

areas for improvement, details of which can be

found on page 61.

Danuta Gray

Chair

See inside front cover for details of Assurance Δ

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Nomination Committee report continued

67 Croda International Plc Annual Report & Accounts 2024

General – skills/experience required

from the majority of FTSE 100 Boards

Strategy 

UK Listed Governance 

Remuneration 

Finance and Risk – UK plc 

Corporate Activity 

2024

2028

Nawal OuzrenRoberto Cirillo

2029

Chris Good

Jacqui Ferguson

2026

Keith Layden

Chris Good

2030

Ian Bull

Julie Kim

Danuta Gray

Julie Kim

2025

Nawel Ouzren

2027

Julie Kim

Ian Bull

Danuta Gray

Roberto Cirillo

Jacqui Ferguson

2031

Nawal Ouzren

2032

Chris Good

2033

Danuta Gray

Ian Bull

Croda skills – generic

Operational Excellence and Process

Management in Chemicals and Pharma 

Marketing 

International and Emerging Markets 

Digital and IT as Business Enabler 

SHE in a Production Environment 

Croda – specific skills and experience

Consumer Care - Personal Care and

Beauty Sector 

Life Sciences and Pharma Sector 

Regulatory Knowledge 

Science-based Innovation Process 

Technical Science Knowledge

eg Biotech 

Skills – in Board or use of Specialist

Advisers

Broader Technical Science Knowledge 

Sustainability 

Direct Experience Working in Key

Emerging Markets 

Executive P&L or CEO experience 

3 years

6 years

9 years

Board composition dashboard information

Non-Executive Directors’ tenure

Key



the Board has the appropriate amount of skill/experience in this area



the Board may benefit from additional skill/experience in this area



the Board does not have the required skill/experience in this area

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Nomination Committee report continued

68 Croda International Plc Annual Report & Accounts 2024

The Committee met four times in 2024, and

received presentations on a range of topics

and focus areas, including business strategy

development as it relates to sustainability; regular

updates on performance towards achieving our

Group sustainability targets; engagement with

stakeholders; evolving external trends relating

to sustainability; and upcoming ESG reporting

requirements.

Key responsibilities

Croda’s sustainability strategy is developed by

the Executive Committee and approved by the

Board with the role of the Sustainability Oversight

Committee to:

• Monitor the execution and implementation of the

sustainability strategy, including progress of Group

sustainability targets and metrics.

• Monitor compliance with sustainability policies,

regulations and best practice.

• Support the Board by considering in more depth

the Group’s principal sustainability risks and

opportunities.

• Oversee communication of the Group’s

sustainability activities, including review of

the sustainability reporting in the Sustainability

Impact Report and the Annual Report including

TCFD disclosures.

• Provide input to the Board and other Board

Committees on sustainability matters as required.

• Build Board competency through recent

sustainability related thought leadership as well

as relevant subject deep-dives, for example into

nature and ecosystems impacts.

The Committee’s strategically focused role is

complemented by the Audit Committee which

is responsible for overseeing the assurance

programme of Croda’s sustainability commitments,

and the Remuneration Committee which is

responsible for monitoring and approving

sustainability linked performance metrics as

well as the alignment of senior executives’

individual objectives with Group sustainability

goals. Cross Committee representation and

collaboration provides a link between all the

Board Committees to ensure alignment.

Committee membership

The Committee comprises myself as Chair and

Jacqui Ferguson, Keith Layden and Nawal

Ouzren as members. All other Directors are

invited to attend Committee meetings, as are

the Chief Sustainability Officer and the Group

General Counsel, Company Secretary and

President Sustainability.

Report of the Sustainability Oversight Committee

Main activities and priorities in 2024

• Reviewed Croda’s approach and outcomes from

the Double Materiality Assessment in preparation

for future CSRD compliance.

• Considered progress against Group sustainability

targets and metrics and implications for all

stakeholders.

• Conducted the first deep-dive into business-

specific sustainability positioning with Croda’s

Pharmaceutical business.

• Monitored compliance and future trends in

ESG regulations.

• Built Committee competency with deep-dives into

nature, Net Zero and corporate disclosures.

• Reviewed the Committee’s terms of reference.

Specific focus areas in 2025

Looking ahead, the Committee has identified the

following areas of focus for 2025:

• Deep-dives into Consumer Care and Agriculture

sustainability positioning and strategy.

• Oversight of a refresh of the Group’s sustainability

leadership strategy.

• Monitoring CSRD compliance implementation.

• Further competency development in sustainable

supply chains, business and social impact, and the

interrelationship between climate and nature action.

Committee evaluation

Through the annual Board evaluation process, see

page 61, the performance of the Committee was

assessed and the output of the Committee was

considered in January 2025. The overall performance

of the Committee and the Chair were both highly

rated. The need to carefully manage the overlap

with the Audit and Remuneration Committees was

highlighted as was the importance of data quality to

enable the Committee oversight to become more

data driven. The importance of the Committee

continuing its focus and challenge to ensure that

sustainability is embedded into the business to

create value was also highlighted.

I look forward to continuing to lead the Committee

and developing its role in Croda’s sustainability

governance framework in 2025 and beyond.

Chris Good

Non-Executive Director

Governance 10%

Reporting,

disclosure and

assurance 30%

Sustainability

strategy 40%

Time allocation

Competency

building 20%

I am pleased to present the

Sustainability Oversight

Committee report for the year

ended 31 December 2024.

Sustainability is at the core of Croda’s strategy and the Committee was established in 2023 to bring continued focus,

challenge, and support to this area. The Group has continued to invest in resources to support our sustainability agenda

and drive forward initiatives both internally and externally.

“Sustainability is at the core of

Croda’s strategy, connecting our

impacts on planet and society

with our material financial risks

and opportunities. In 2024 the

Sustainability Oversight

Committee prioritised the support

of and challenge to Croda’s

sustainability strategy alongside

developing its competence in

this expanding agenda.”

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Sustainability Oversight Committee report

69 Croda International Plc Annual Report & Accounts 2024

“A critical role of the Audit

Committee Chair is to develop

a strong, professional, healthy

relationship with the CFO and

I look forward to working with

Stephen who will join the

business in April.”

I am pleased to present my first

Audit Committee report following

my appointment as Committee

Chair in December.

The Committee met five times during the year

with members of senior management present

as and when appropriate. The Committee met

with the external auditor and the VP Risk and

Assurance (and PwC) separately during the

year without management present. The Audit

Committee Chair(s), as a matter of normal course,

also met with KPMG and the VP Risk and

Assurance privately.

Committee activity in 2024

The Committee’s core activities, as well as the

additional focus areas, and an estimate of the

proportion of time spent on them, are:

Financial reporting 25%

The Committee:

• Monitored the Group’s financial statements and

results announcements, including the Annual

Report and the interim statement, and with

support from the external auditor, reviewed

those items in the Group’s financial statements

that were material to our reporting. The

Committee challenged management on the

statements and the underlying accounting

judgements, including goodwill impairment

considerations.

• Considered management’s reassessment of the

Group’s Cash Generating Unit (CGU) structure

and approved the proposal for separate CGUs

for Consumer Care, Life Sciences, Industrial

Specialties, and Fragrances & Flavours. The

remaining CGUs were considered part of the

operating segments to which they related.

Assessed the impairment testing reviews and

supported management’s conclusion that there

was no indication of possible material

impairment either at a Group, Operating

Segment or CGU level.

• Consideration was given to the

appropriateness of accounting policies, critical

accounting judgements and key sources of

estimation uncertainty. Recommendations

were made to the Board supporting the half

and full-year accounts and financial

statements.

Key responsibilities

• To monitor the integrity of the financial

statements and results announcements

of the Group and to review significant

financial reporting issues and judgements.

• To recommend external auditor

appointment and removal, assess audit

quality, consider and approve the audit

fee, assess independence, monitor

non-audit services and be responsible

for audit tendering.

• To review the adequacy and effectiveness

of the Group’s internal controls and risk

management systems, and the adequacy,

effectiveness and output of the internal

audit function.

• To review the adequacy and effectiveness

of the Group’s whistleblowing

arrangements, procedures for detecting

fraud and systems and controls for the

prevention of bribery.

• To provide assurance on and monitoring

of the Group’s sustainability disclosures.

Report of the Audit Committee

I would like start by thanking my predecessor,

John Ramsay, who will be stepping down from

the Board on 1 March 2025, for his support and

wise counsel in handing over the reins to me.

I joined the Board in June and having this time

before becoming Chair not only allowed me

to focus on my induction to the Board and the

Group, but it also afforded time for a comprehensive

and structured handover of the Audit Committee

Chair responsibilities.

In June, we announced the appointment of

Stephen Oxley as our new CFO following Louisa

Burdett’s departure. Stephen, a qualified

accountant, is currently CFO of Johnson Matthey

Plc and was previously a Partner at KPMG for

nearly 30 years, and he brings valuable experience

in strategy setting and execution, enhancing

business performance, transformation and

corporate transactions. A critical role of the

Audit Committee Chair is to develop a strong,

professional and healthy relationship with the CFO,

and I look forward to working with Stephen who

will join the business in April. Anthony Fitzpatrick

was appointed Interim CFO in May. Both John

and I would like to thank Anthony for taking on the

Interim CFO role and seeing us through year-end

before helping to oversee an orderly handover to

Stephen when he joins the business.

Committee membership

The Committee continues to be composed

solely of independent Non-Executive Directors

and the Board is satisfied that all members of

the Committee have sufficient financial

experience as well as a broad and diverse range

of competence relevant to the sector and the

Group’s long-term strategic aims. It also meets

the Code requirement that at least one member

has significant, recent and relevant financial

experience. The experience of each Board

member is outlined on pages 52 to 53. Other

regular attendees at meetings include the Chair

of the Board, Keith Layden (a Non-Executive

Director), the CEO, the CFO, the Company

Secretary, the VP Risk and Assurance, the Group

Financial Controller and representatives from the

external auditor, KPMG LLP, and the internal audit

outsourcing partner, PwC.

Financial

reporting 25%

Internal audit

and risk

management 25%

Specific focus areas

for 2024 15%

Time allocation

Governance 10%

External audit 25%

The Committee assists the Board in ensuring that the Group’s financial

systems provide accurate and up-to-date information on its financial position.

The Committee’s terms of reference are reviewed annually and can be found in

the governance section at www.croda.com

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit Committee report

70 Croda International Plc Annual Report & Accounts 2024

• Monitored the Group’s financial performance

and ensured that management’s judgements

and estimates remained reasonable and

prudent.

• Reviewed the Group’s external reporting

framework and use of Alternative Performance

Measures (APMs) to assess ongoing

appropriateness. The Committee was satisfied

that the APMs were consistent with market

practice of both the peer group and wider

FTSE 100 companies, and that disclosures

and reconciliations to statutory measures

were appropriate.

• Reviewed consideration given by management

relating to various Financial Reporting Council

(FRC) thematic reviews and guidance for

financial reporting.

• In conjunction with the Board, challenged

management on the assumptions and

forecasts behind the financial modelling and

stress testing conducted for the going concern

assessment. A recommendation was made

to the Board to support the going concern

statement. Further information can be found

on page 127.

• Reviewed the viability assessment process

undertaken in support of the long-term viability

statement, based on severe but plausible

scenarios (including different combinations

of scenarios) arising from key risks and their

impact on headroom and debt covenants. The

Committee challenged the assessment period,

assumptions and calculations in the modelling

and scenarios, noting the effect they would

have during the viability period and was

satisfied that they were robust and well

thought through. The Committee also

considered and was satisfied with the

appropriateness of the three-year period for

assessing the viability and the severity of the

stress-testing scenarios. A recommendation

was made to the Board to support the

long-term viability statement. Further

information can be found on page 36.

• Undertook regular reviews of the Group’s

litigation. The Committee receives reports

twice a year from the Group General Counsel,

Company Secretary and President

Sustainability and was satisfied with the

approach to provisioning and disclosure.

• Received presentations from the Group Tax

Director and the North America Regional

Finance Director which enhanced the

Committee’s understanding of current risks

in relation to tax and a better understanding

of the depth of finance capability employed

in the divisions as well as providing different

perspectives and insights.

• Reviewed the summary provided by

management detailing the distributable

reserves position of Croda International Plc to

support the payment of the interim dividend

and approval of the final dividend.

Governance 10%

The Committee:

• Reviewed the effectiveness of the Group’s

anti-bribery and fraud procedures, including

those for whistleblowing. The Committee

received a report on the independent

investigations that had been conducted

in response to concerns raised under the

whistleblowing and fraud policies and was

satisfied with the conclusions, including

follow-up actions. The Committee also

reviewed a summary of the controls in place

to mitigate the risk of fraud in the Group,

along with a bottom-up fraud risk assessment

prepared by management. The Committee was

satisfied that the ethics and fraud programmes

were effective but these would be reviewed

again in light of the new corporate offence of

failure to prevent fraud contained within the

Economic Crime and Corporate Transparency

Act 2023 during 2025.

• Undertook an external evaluation of the

Committee’s effectiveness. Information on the

evaluation process can be found on page 61.

The results of the review concluded that the

Committee continued to be effective.

• Reviewed the Committee’s terms of reference.

• Undertook its annual legal and compliance

review of the corporate governance and

regulatory requirements of the Committee,

concluding that it was in full compliance with

the 2018 UK Corporate Governance Code and

other corporate governance requirements.

• Completed its annual review of the Group’s tax

compliance policy and risks relating thereto.

No significant updates were required. The

policy is available at www.croda.com.

• Continued to track developments with the UK

Government’s corporate governance reforms

and considered management’s plans to

respond to the requirements, in particular,

Provision 29 of the revised Corporate

Governance Code 2024, which requires

the Board to provide a declaration on the

effectiveness of material controls. In preparation

for this change, management presented a

high-level roadmap to the Committee that will

continue to be reviewed and discussed in more

detail over the forthcoming year to ensure that

the Group is well prepared.

External audit 25%

The Committee:

• Discussed and approved the external audit plan,

including the assessment of significant audit

risks; the engagement risk profile; the use of

data analytics; the scope of the audit in terms

of coverage, the materiality level and the de

minimis reporting threshold; the co-ordination

of external audits; and the key members of the

engagement team. The Committee monitored

the progress made by the statutory audit team

against the agreed plan and discussed issues as

they arose.

• The Committee supported and encouraged

the auditor to ensure that there was robust

challenge of management on their assumptions

and judgements in preparing the Financial

Statements.

• Discussed and approved the external audit fee.

Information on the audit fees can be found in

note 3 on page 136.

• Reviewed in-depth a range of indicators to

judge the overall audit quality as described in

the auditor effectiveness considerations on

page 72.

• Met with the auditor without management

present. The Committee considered the

auditor’s views. There were no significant

issues to report.

• Considered the independence and objectivity

of the auditor. The Committee confirmed the

independence of the auditor as further

described on pages 72 to 73.

• Considered the effectiveness of the external

audit process, concluding that the audit was

effective (see page 72) and a recommendation

was made to the Board on the re-appointment

of KPMG as auditor at the AGM.

Internal audit and risk

management 25%

The Committee:

• Reviewed the internal audit planning approach

and its link to the Company’s strategic

objectives and priorities, reviewed reports on

the work of the internal audit function from the

VP Risk and Assurance and monitored

compliance with the Group risk assurance

programme. The Committee approved the

internal audit plan and the implementation

of any resulting actions by management,

including follow up on agreed actions.

• Discussed the results of the 2024 controls

assurance internal audits delivered by our

co-source partner, PwC. The Committee

considered the adequacy of management’s

response to matters raised and challenged

management to ensure that outstanding audit

findings were promptly remedied despite

resource pressures.

• Reviewed the results of internal audits on

General Computer Controls and Application

Embedded Controls.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit Committee report continued

71 Croda International Plc Annual Report & Accounts 2024

• Discussed sustainability related non-financial

KPIs and how the Audit Committee and the

Board could obtain visibility about the

processes and systems that underlie the KPI

calculations. For more information see page 48.

• Approved the enhanced scope of non-financial

KPIs to be subject to limited assurance by the

external assurance partner, KPMG, to enable

progress towards the CSRD regulations

requirement in 2025.

• Continued to receive updates on IT security,

particularly in relation to the Operations

Technology control environment. The Chief

Information Officer presented to the Committee

to discuss strengths, weaknesses and action

plans as well as the findings of third-party

audits. During the year, an externally facilitated

training exercise was held with the Executive to

focus on cyber awareness. The Committee

received quarterly updates, including progress

against agreed KPIs, and continued to challenge

management on the rate of progress on cyber

security and for management to consider ways

of accelerating the work.

• Assisted the Board in its assessment of the

Group’s emerging and principal risks. The

Committee reviewed and approved the 2025

internal audit plan and scope of the peer reviews.

• Met with the internal auditors without

management present. There were no

significant issues identified.

• Conducted its annual review of the

effectiveness of the Group’s internal audit

function. The Committee concluded that the

internal audit team, supported by PwC resource,

was effective. The Committee agreed that PwC

be maintained as the co-source partner for the

next two years to ensure stability in delivering

Croda’s assurance programme.

• Received a presentation on actions being taken

to mitigate money laundering risks.

• Received a presentation on the Group’s

sanctions compliance programme.

Specific focus areas for 2024 15%

In addition to our core work, as set out in our terms of reference, we noted four specific focus areas for 2024, which absorbed the balance of the

Committee’s time.

Specific focus area Actions during the year Progress

Maintain focus on cyber security and the

delivery of projects identified in the

information security strategy

The Committee reviewed cyber security Key Performance Indicators (KPIs) and the

execution of the Information Security Programme, which included investment in new

processes and technologies to gain insights into supply chain cyber risks.

The Operational Technology (OT) cyber security project remained a priority for 2024.

Phase 1 of the project to enhance threat detection and vulnerability management

within OT security was completed.

Crisis management training took place with the Executive including cyber awareness

training and a cyber incident simulation. This provided a valuable opportunity to

rehearse and prepare Croda’s response team for a cyber incident, giving insight to

the types of decisions that would be needed and enabling the team to brainstorm

possible consequences that would need to be considered and managed.

Ongoing – will remain

a focus for 2025

Maintain focus on monitoring the impact

of major business change programmes

on Croda’s risk and control environment

Recurring findings in capex audits of five major projects over the past two years

have been reviewed by PwC. This review identified thematic areas for improvement,

which will be integrated into future projects to increase the likelihood of

successful completion.

The membership of the VP Risk and Assurance in key business change programmes

provides a comprehensive overview across the organisation. This allows for early

detection of risks, which are reported through the risk management framework.

Ongoing – will remain

a focus for 2025

Monitor progress of control

framework changes resulting

from UK corporate reform

The Audit Committee reviewed the progress on the new UK Corporate Governance

Code 2024 compliance. In 2024, the focus was on financial controls. A scoping

exercise identified key entities and processes, which streamlined the control

framework. Standardised material controls were implemented, supported by a new

system for control operation and testing. In 2025, emphasis will be placed on material

controls related to principal risks and non-financial reporting.

Ongoing – will remain

a focus for 2025

Oversee the development of internal

controls over the production and

disclosure of non-financial information

and oversee the provision of external

assurance in respect of that information

The Committee has been actively overseeing controls and reporting of non-financial

information. They discussed interim testing results for limited assurance of a set of

KPIs, supporting a public opinion scope of engagement for these. The Committee

reviewed variations in emissions data, challenging the existing controls. Additionally,

they evaluated a proposal to extend the list of non-financial KPIs subject to limited

assurance for the current year.

Ongoing – will remain

a focus for 2025

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit Committee report continued

72 Croda International Plc Annual Report & Accounts 2024

Looking ahead to 2025

In addition to our core business, the Committee

has identified four focus areas for 2025. We will:

• Maintain cyber security as a focus area for

2025 given it remains a principal risk.

• Maintain focus on monitoring the impact

of major business change programmes

on Croda’s risk and control environment.

• Maintain UK corporate reform as a focus area

for 2025, monitoring the Group’s control

environment to ensure we can report on the

effectiveness of all material controls by FY

2026, in accordance with the UK Corporate

Governance Code 2024 amendments.

• Oversee the continued development of

internal controls over the production and

disclosure of non-financial information and

oversee the provision of external assurance

in respect of that information.

Internal audit and risk

management

John and I met with the VP Risk and Assurance

several times during the year outside of the

formal meetings to discuss the performance and

output of the internal audit function and aspects

of risk management. The VP Risk and Assurance

attended each Committee meeting and

presented an internal audit report that was

reviewed and discussed fully, highlighting any

major deviations from the annual plan agreed

with the Committee.

At each meeting, the Committee considered the

results of the audits undertaken and the adequacy

of management’s response to matters raised,

including the time taken to resolve such matters.

Particular focus was addressed to those areas

where there was a major divergence between

the outcome of the internal audit and the control

standards. In these instances, the Committee

challenged management as to what actions it

was taking to minimise divergences arising in

the future.

In January 2025, the Committee conducted its

annual review of the internal audit function,

including its approach to audit planning and risk

assessment, communication within the business

and with the Committee and its relationship with

the external auditor. Senior management feedback

from sites, included in the 2024 audit programme,

is gathered by questionnaire to support this

process. Details on how the business monitors

risk and how it implements its risk management

framework are set out on pages 29 to 30.

Committee evaluation

Through the annual Board evaluation process,

see page 61, the performance of the Committee

was assessed and the output of the evaluation

was considered by the Committee.

The overall performance of the Committee and

that of the Committee Chairs were both highly

rated, as was the Committee’s use of time.

The Committee’s effectiveness in assessing the

system of internal controls was rated highly, and

there was seen to be good scrutiny and focus on

closing out actions. The need to continue to

assess the responsibilities of the Committee and

the Sustainability Oversight Committee in relation

to the assurance of non-financial KPIs was

highlighted. Consideration of the inclusion of

occasional thematic discussions on critical topics

such as fraud was also noted.

Looking ahead to 2025, a focus on cyber risk

management was highlighted as a continued

priority as well as an increased use of data

analytics within internal audits and continuous

controls monitoring as part of the UK corporate

reforms to further enhance the Committee’s

assessment of internal controls.

External auditor’s effectiveness

During the year, the Committee assessed the

effectiveness of KPMG as Group external auditor.

To assist in the assessment, the Committee

considered the quality of reports from KPMG and

the additional insights provided by the audit team,

particularly at partner level. It took account of the

views of the CFO and Group Financial Controller,

who had discussed subsidiary component audits

with local audit partners, to gauge the quality of

the team and knowledge and understanding of

the business. The Committee also considered

how well the auditor assessed key accounting

and audit judgements and the way it applied

constructive challenge and professional

scepticism in dealing with management.

The Committee reviewed the output from a

questionnaire completed by senior members of

the finance team across the business to obtain

their views on KPMG’s effectiveness in carrying

out the audit. The questionnaire covered:

• Structure of the external audit team and their

quality and approach.

• The planning, delivery and execution of

the audit.

• The effectiveness of their reporting.

• Effectiveness of communications between

management and the audit team.

• Robustness of the audit, including the

independence of the external audit team and

their ability to challenge management as well

as demonstrate professional scepticism and

independence.

• The external audit team’s judgement.

The Committee considered the scores compared

to the previous year’s to understand trends and

highlight areas of improvement. The independence,

team size, seniority and expertise of the external

audit team continued to be assessed positively.

Examples included the senior team dealing with

complex issues as they came up and being helpful

in providing feedback on disclosures and technical

issues. Although, regional close-out meetings had

been succinct and clear, minor improvement areas

were noted, which included the need for clearer

upfront planning and effective communication on

progress in some areas.

The Committee acknowledged that there were

several quality interventions that had contributed

to the overall audit quality and which had helped

to ensure independent challenge. These included

the use of specialists, audit consultations, a

technical review, a second line inflight review

and finally an independent audit partner review.

The Committee also reviewed KPMG’s AQR

review results and the individual internal and

external review results of the Lead Audit Partner.

External auditor’s independence

The Committee and the Board place great

emphasis on the objectivity of the Group’s

external auditor, KPMG, in reporting to

shareholders. Our Group policy on the provision

of non-audit services by external auditors,

which is on our website www.croda.com, sets

out permitted and prohibited non-audit services

and the controls over assignments awarded

to the external auditor to ensure that audit

independence is not compromised and the

provision of such services does not impair the

external auditor’s objectivity.

In 2024, non-audit fees were £0.3m, significantly

less than the total audit fees of £2.7m; the

non-audit to audit fees ratio stands at 0.1:1. The

non-audit fees include the approved fees for

carrying out a limited assurance of significant

climate and gender diversity KPIs, as noted earlier.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit Committee report continued

73 Croda International Plc Annual Report & Accounts 2024

Goodwill impairment: The strategy of the

Group includes acquiring new technologies

and businesses operating in adjacent markets.

As a result, goodwill represents a significant

asset value on the balance sheet of £899.6m

out of total net assets of £2,296.9m at

31 December 2024.

The Committee considered the revised Cash

Generating Unit (CGU) structure prepared by

management following changes to the Group’s

operating model in the year. The Committee

assessed whether this was considered

appropriate, giving particular attention to the

reduction in the number of CGUs, from ten

to four, with the remainder allocated to the

Group’s operating business segment CGUs.

The Committee considered management’s

assessment that there were no indicators of

impairment to the previous CGUs, based on

financial performance and other information

available as at the time of the Group’s interim

results in June 2024, prepared as part of their

consideration of the new CGU structure.

The Committee was satisfied that the revised

CGU structure was appropriate in view of the

Group’s revised operational structure and the

increased level of integration of these previous

acquisitions with the Group’s underlying

businesses.

The Committee further completed its annual

impairment review of the carrying value of

goodwill as prepared by management,

including the detailed sensitivity analysis to a

number of underlying assumptions, including

the current macroeconomic outlook and the

broader consequences on the markets in which

the Group operates. The Committee assessed

the methodologies used and the adequacy of

the management disclosures. After challenge,

the Committee was satisfied that the

assumptions were reasonable and that no

impairments were necessary.

Pensions: The Committee monitored the

Group’s pension arrangements, in particular

the funding of the defined benefit plan in the

UK, which are sensitive to assumptions made

in respect of discount rates, salary increases

and inflation.

The Group engages external actuarial

specialists. The Committee reviewed the

actuarial assumptions used and compared

them with those used by other companies.

The external auditor also challenged the

benchmark assumptions applied and

conducted sensitivity analysis. Following their

review, the Committee found the assumptions

to be reasonable.

Parent Company’s carrying value of

investments in subsidiaries and intercompany

receivables: The Committee considered the

carrying amount of the Parent Company’s

investments in subsidiaries and intercompany

debtors, held at cost less impairment,

representing 98% of the Parent Company’s

total assets (2023: 99%).

The recoverability of these balances is not

considered judgemental; however, they are

the most significant component of the Parent

Company balance sheet and therefore require

additional consideration as part of preparing the

financial statements. This included comparing

the carrying amount with the respective

subsidiary’s net asset value, profitability and

cash generation. After review, the Committee

was satisfied that the recoverability of these

balances was acceptable, and no impairments

were necessary.

The Committee undertook its annual review of

the Group’s policies relating to external audit,

including the policy that governs how and when

employees and former employees of the Group’s

auditor can be employed by the Company.

No changes were made. The Committee also

reviewed and accepted KPMG’s independence

letter which annually confirms their

independence and compliance with the FRC‘s

ethical standard. In conclusion, the Committee

agreed that KPMG were independent.

Croda is in compliance with the Statutory Audit

Services Order 2014. We undertook an audit

tender in 2017, and the Board appointed KPMG

as external auditor. The first year to be audited

by KPMG was the year ended 31 December

2018. Subject to the continued quality and

effectiveness of the current auditor, we plan

to re-tender ahead of a 2028 appointment.

The proposed tender date is in the best interests

of shareholders and the company, as KPMG has

a detailed knowledge of our business, an

understanding of our industry, and continues to

demonstrate that it has the necessary expertise

and capability to undertake the audit. The current

Lead Audit Partner, Ian Griffiths, was first

appointed for the year ended 31 December 2021.

External auditor reappointment

As noted above, the Committee recommended to

the Board that KPMG be offered for re-election at

the forthcoming AGM. I will be available at the

AGM to respond to any questions shareholders

may raise on the Committee’s activities in the year.

Ian Bull

Chair of the Audit Committee

Significant financial statement reporting items

The Committee, with support from the external auditor, reviewed those items in the Group’s and Parent Company’s financial statements that have the

potential to significantly impact reporting and challenged management on their assumptions and judgements relating to these key accounting matters.

These are set out below.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Audit Committee report continued

74 Croda International Plc Annual Report & Accounts 2024

Key responsibilities

• Determine and agree with the Board the

framework or broad policy for the remuneration

of the Company’s Chair, the Group Chief

Executive, the Executive Directors, the

Company Secretary and other members

of senior management.

• Ensure that the remuneration framework is

aligned with the Company’s strategy and

promotes the long-term success of the

Company, appropriately incentivising senior

management and the wider workforce.

• Review workforce remuneration and related

policies and the alignment of incentives and

rewards with culture, taking these into account

when setting the Remuneration Policy

for Directors.

• Feedback to the Board on workforce reward,

incentives and conditions in support of the

Board’s monitoring of whether the workforce

policies and practices of the Company are

aligned with its Purpose, values and strategy.

• Review the ongoing appropriateness and

relevance of the Remuneration Policy.

• Establish the selection criteria, select,

appoint and set the terms of reference for

any remuneration consultants who advise

the Committee and obtain reliable,

up-to-date information about remuneration

in other companies.

• Oversee any major changes in employee

benefits structures throughout the Group.

Detailed responsibilities are set out in the

Committee’s terms of reference, which can

be found at croda.com/en-gb/about-us/

governance.

Key focus areas

• Determine remuneration outcomes for

2024, including vesting of the 2022

PSP awards.

• Review of wider workforce remuneration.

• Setting appropriate targets for the senior

annual Bonus Plan and Performance

Share Plan for 2025.

Report of the Remuneration Committee

The Committee approves the company’s remuneration policy and framework, and determines the remuneration packages for members of senior management.

Policies and practices support company strategy and promote long-term sustainable success, ensuring senior management have appropriate incentives to

encourage enhanced performance and are rewarded in a fair and responsible way.

External reporting 20%

Policy

implementation

and target

setting 30%

Remuneration

outcomes 20%

Time allocation

Governance 10%

Review of wider

workforce

remuneration 20%

On behalf of the Board and the

Remuneration Committee, I am

pleased to present the Directors’

Remuneration Report for the year

ended 31 December 2024.

Contents

A Chair’s letter 74

B 2024 Remuneration

at a glance

C Report of the Remuneration

Committee

• Executive Directors’

remuneration for the year

ending 31 December 2025.

• How our reward strategy aligns

to and supports the delivery

of our business strategy.

D Directors’ remuneration for

the year ended 31 December

2024

E Summary of the

Remuneration Policy

100

Chair’s letter

I would like to thank my colleagues for their

engagement throughout the year, and to

welcome Ian Bull as a new member of the

Committee in 2024.

2024 was another transitional year, following two

years of unprecedented demand in 2021 and

2022, with an industry-wide reset from 2023.

Against this subdued economic backdrop, we

delivered a performance that demonstrated

effective management of the aspects within our

control through improved cost management and

working capital whilst delivering volume growth,

albeit at a lower margin.

Attracting, developing and retaining high-quality

people throughout the organisation is key to our

success and the Committee believes that Croda’s

approach to remuneration is pivotal in driving the

Group’s strategic objectives and fostering

long-term, profitable growth. In 2023 we

reviewed and updated our policy to ensure

ongoing alignment to Croda’s evolving ambition

and received 94% votes in favour. Last year we

were pleased to receive 95% votes in favour of

the 2023 Remuneration Report.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report

75 Croda International Plc Annual Report & Accounts 2024

Remuneration out-turn for 2024

Whilst benefitting from more stable customer

inventories and demand in key markets and

geographies, the subdued trading environment

seen in 2023 continued into 2024, with sales of

£1,628.1m down by 3.9% and adjusted operating

profit of £279.7m down by 12.6%. Despite this

Group sales grew 2% at constant currency

(ex CV19) with an increase in sales volumes.

Under our senior annual Bonus Plan performance

was based on profit performance (90% weighting)

and an ESG metric (10% weighting). For 2024,

profit targets were set consistent with our normal

annual bonus framework which is based on

year-on-year growth in Bonusable Profit.

Bonusable Profit is an established performance

measure at Croda, which has been used for many

years and is focused on operational profitability

based on adjusted EBITDA. Through proactive

cost management alongside strong pricing and

capital discipline, Bonusable Profit grew by 3.7%

in 2024. Consistent with the approach taken in

prior years, Bonusable Profit for the prior year

was adjusted to exclude profit in relation to lipid

system sales for our principal Covid-19 vaccine

contract, there were no similar sales in 2024. For

2024, the ESG metric was based on safety and

focussed on embedding SHE as a value

throughout the organisation and measuring

engagement in this area. In respect of 2024, the

profit element was partially met while the ESG

measure was achieved in full. The Committee

also assessed the Group’s safety performance

over the year against the safety underpin which

applies in respect of the senior annual Bonus Plan

and noted continued improvement in our safety

record. Steve Foots requested that he forgo his

annual bonus in light of shareholder experience

and will therefore not receive a bonus payment

for 2024. No annual bonus was therefore paid to

an executive director in respect of 2024.

2024 was the year in which PSP grants made in

2022 concluded their three-year cycle and the

Committee reviewed performance against targets.

Over the period, Total Shareholder Return (TSR)

performance (35% weighting) was (59.7)%. This

placed Croda below median when compared to

our bespoke comparator group and this part of the

award will therefore not vest. Earnings per share

(EPS) growth over the period (35% weighting) was

(12.3)% p.a., falling short of the threshold target of

5% growth p.a., meaning that this part of the award

will also not vest. New and Protected Products

(NPP) growth (15% weighting) did not meet the

vesting target, nor did it meet the profit growth

underpin. Therefore this part of the award will not

vest. The 2022 PSP cycle included sustainability

metrics (15% weighting), split equally between

Climate Positive and People Positive targets. The

Climate Positive metric was met which results in

100% of this condition vesting. The People Positive

element met the threshold target which results in

25% of this part of the award vesting.

The 2022 PSP award was subject to a

discretionary underpin based on Economic Value

Added (EVA) with vesting subject to satisfactory

EVA performance over the performance period.

Aggregated EVA performance over the period

was £172.5m.

The Committee also took into account the

Discretion Framework and determined that no

adjustment would be made under either the PSP

or the senior annual Bonus Plan. The formulaic

out-turn in respect of the PSP was 9.375% of the

total award.

Performance framework for 2025

Croda’s strategy continues to focus on delivering

sustainable, profitable growth by providing

innovative and sustainable solutions to our

customers. This is consistent with our Purpose,

Smart science to improve lives

, with our

remuneration framework therefore underpinning

our Purpose through performance measures and

stretching targets.

For 2025, the senior annual Bonus Plan will

continue to be based on a profit performance

metric (90% of the total award) and an ESG metric

(10% of the total award). The focus of the ESG

metric varies each year, adapting to our evolving

priorities in this area. For 2025 the focus will be

strategically aligned with the increasing customer

demand for higher-quality, readily available

product-level sustainability-related data, both to

provide to customers and better inform internal

decision-making.

The PSP performance framework is unchanged in

substance and will continue to include EPS growth

(35% of the award), relative TSR (35% of the award),

NPP (15% of the award) and sustainability targets

(15% of the award). The NPP element incentivises

innovation based on NPP revenue, being revenue

from those products that will drive our future

growth. Innovating sustainably is core to Croda’s

success, and we continue to focus management

on the delivery of this. The sustainability element

will be focused on a reduction in Scope 3

emissions aligned with the verified SBT trajectory

and building on the Climate Positive target set for

the 2024 PSP.

In line with normal practice, the Committee

reviewed targets ahead of 2025. Targets for our

senior annual Bonus Plan continue to be set using

growth in Bonusable Profit, for this year also

including a PBT underpin. Safety also continues

to be a specific underpin in our senior annual

Bonus Plan.

For the PSP award to be granted in 2025, the

Committee revised the EPS growth targets

upwards for this cycle, with the aim of ensuring

targets are motivational while also appropriately

stretching. The ROIC underpin will be maintained,

recognising that long-term ROIC performance

continues to be a key focus for the business.

The Committee carefully considered the impact

of the share price performance on the number of

shares to be granted under the PSP in 2025 given

shareholder guidance in this area. Taking into

account the challenges in the sector, the

Committee determined that it would be more

appropriate to judge whether participants have

benefited from any windfall gains at the point

of vesting rather than at grant. At vesting the

Committee will review the outcome against a

pre-determined framework in order to consider

whether windfall gains have arisen. For the 2025

awards, the Committee will however continue to

monitor share price performance in the period

prior to grant.

Salaries and fees for 2025

For 2025, there will be a general increase

to salaries for UK employees of 2.5%. The

Committee reviewed the salary of our Group

Chief Executive and determined that an increase

of 2.5% would be awarded in line with that of the

UK workforce.

The fees for the Chair of the Board and Non-

Executive Directors were also reviewed and

increased by 2.5%.

Board changes

Following the resignation of Louisa Burdett,

a rigorous search was undertaken for her

successor, and we were delighted, during the

course of last year, to announce the appointment

of Stephen Oxley as Chief Financial Officer.

Stephen will join Croda on 1 April 2025 following

the conclusion of his notice period in respect of

his Chief Financial Officer role at Johnson Matthey

Plc. Stephen will be appointed on a salary of

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

76 Croda International Plc Annual Report & Accounts 2024

• Generous and inclusive benefits – our holistic

health and wellbeing benefit offering is highly

valued across the workforce. In spite of

significant cost inflation in-year, we continued

to provide private medical insurance to all of

our UK employees and discounted access for

their families. In addition, our CARE pension,

which applies across our entire UK workforce,

represents our commitment to the financial

wellbeing of our people.

In line with our ‘One Croda’ culture, our senior

leaders all share the same performance metrics

for the senior annual Bonus Plan and PSP. Around

525 employees participate in the senior annual

Bonus Plan and 55 of these are also in the PSP.

We believe that this focuses our leadership on

working together globally to deliver the best

overall outcome for our customers and, in turn,

our shareholders and other stakeholders.

Workforce engagement

Over the last three years, we have established a

regular engagement programme to gain insight

from employees across the Group. Through

surveys, listening groups, site visits and a

dedicated email address, all Croda colleagues

can give their feedback directly so we can better

understand how they are feeling about certain

areas of business.

In 2024, I held a listening group dedicated to

reward and recognition. Danuta Gray, and several

other Non-Executive Directors, also held listening

groups with members of the workforce on a

variety of topics. Further details on some of the

findings from these listening groups are included

on page 84.

We also continued to run our Purpose and

Sustainability Commitment (PSC) survey, where

we gain valuable feedback on how our workforce

feel. The PSC score for 2024 was 67% (2023: 68%).

In 2025, we are evolving our approach in this

space, taking a significant step forward as we

launch YourVoice. YourVoice expands on the PSC

survey. This will give us more regular and richer

quantitative and qualitative data to help us better

understand how our people feel and to equip our

leaders to feel empowered to take meaningful

actions that positively impact their teams from

the feedback they receive, fostering our

high-performing, inclusive culture through an

approach that focuses on continuous listening

and response. More details can be found in the

culture section of the report on page 8.

Looking ahead

We remain confident that the Remuneration

Policy that was approved in 2023 will continue

to serve us well over the next year.

The Remuneration Policy is due for its triennial

renewal at the 2026 AGM and therefore during

2025 we will be undertaking a comprehensive

review to ensure that it continues to align to our

strategy, taking on board input and advice from

our investors and other stakeholders. We remain

committed to ensuring that our remuneration

framework reflects the evolving needs of all of

our stakeholders and the communities in which

we operate.

Jacqui Ferguson

Remuneration Committee Chair

£580,000. He will participate in both the senior

annual Bonus Plan and PSP on the same basis

as Louisa Burdett. Further details on Stephen’s

remuneration arrangements, and the context to

the decisions made, are included on page 93.

As disclosed in the Annual Report & Accounts 2023,

remuneration arrangements for Louisa Burdett

were managed in line with the Remuneration Policy.

Louisa was not eligible to receive an annual bonus

or PSP award for 2024 and all outstanding PSP

awards lapsed upon her resignation.

Consideration of wider workforce

and alignment of reward across the

organisation

Our approach to workforce reward forms an

important part of Croda’s philosophy and culture.

One of the principles of Croda’s culture is to drive

‘One Croda’, and therefore many of the

remuneration structures that apply to the

Executive Directors also apply further in the

global organisation. The key difference being

that remuneration for Executive Directors is more

heavily weighted towards variable pay and share

ownership. Highlights of our approach to

workforce pay include:

• Our commitment to paying a Global Living

Wage – in 2021 Croda established a Living

Wage in each of the countries in which it

operates and ensured that all employees

receive this as a minimum. We are in the final

stages of receiving certification from the Fair

Wage Network (FWN) for the work we have

done to date. We also established which of our

third-party contractors are paid a Living Wage

and for those that are not are in the process of

formulating an action plan to address this.

• Sharing of success with employees – achieved

through the operation of various all-employee

share plans, including our Free Share Plan

which was introduced in 2021. We are pleased

that workforce participation in these plans

remains consistently strong year-on-year and

allows our employees to become shareholders

in the business.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

77 Croda International Plc Annual Report & Accounts 2024

Elements of our Executive

Directors’ remuneration

Annual

bonus

Bonus

deferred

into shares

with three-year

holding

period.

PSP

Total

remuneration

Fixed

Variable

Short term Long term

Report of the Remuneration Committee

B. 2024 Remuneration at a glance

Adjusted operating profit

(12.6)%

to £279.7m

Adjusted basic EPS

(14.9)%

to 142.6p

Total Shareholder Return

(59.7)%

over the three-year PSP performance period

(1 January 2022 to 31 December 2024)

NPP (constant currency)

35.1%

of Group sales

Scope 1 and 2 emissions

28.3% reduction

compared to a 2018 baseline over the three-year

PSP performance period (1 January 2022 to

31 December 2024)

How we performed in 2024

Single figure remuneration

Steve Foots

(total £1,025,322)

Louisa Burdett

(total £317,283)

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

Salary Benefits Pension Annual bonus

LTIPs

Other

Salary

Pension and

other benefits

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

78 Croda International Plc Annual Report & Accounts 2024

Operation of our policy in 2024

Key component Group Chief Executive

(CEO) Steve Foots

Chief Financial Officer

(CFO) Louisa Burdett

Basic salary

Competitive package to attract and retain

high calibre executives.

£767,469 £245,827

Pension

To provide competitive long-term retirement

benefits to act as a retention mechanism and

reward service.

£153,494 £49,165

Benefits

To provide competitive benefits to act as a

retention mechanism and reward service.

£26,634 £22,291

Shareholding requirements

Share ownership guideline to ensure

material personal stake in business.

Greater than

250%

of salary

–

Annual bonus

Incentivise delivery of strategic plan, targets

set in line with Group KPIs.

£0

Steve Foots requested

to forgo his annual

bonus for 2024

–

PSP

Incentivise execution of the business

strategy over the long term, measuring

profit, shareholder value, innovation

and sustainability.

£74,107

9.375% of maximum

–

1. Louisa Burdett resigned as a Director of the Company on 24 May 2024 and left the Company on 17 June 2024.

Performance outcomes

Bonusable

Profit (90%)

37.5%

of maximum

100%

of maximum

100%

of maximum

25%

of maximum

ESG (10%)

TSR (35%)

Climate

positive (7.5%)

People

positive (7.5%)

EPS (35%)

NPP (15%)

Annual bonus

PSP

Benefits include company car or cash allowance,

private medical insurance and private fuel and

travel allowances

Cash supplement of 20% of salary in line with UK

workforce

NPP sales to grow at least twice rate of non-NPP sales subject to overall

Group profit growth and a minimum average of 3% growth per year

– not met

5% p.a

Median

2023 actual

Reduction

of 21%

Reduction

of 25.2%

Leadership

roles 55% filled

by women

Leadership

roles 40%

filled by

women

11% p.a

Upper quartile

2023 actual

plus 10%

Safety tasks

met in full

Safety tasks

partially met

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

79 Croda International Plc Annual Report & Accounts 2024

Key component CEO CFO

Basic salary

To assist in the recruitment and retention

of high-calibre Executives.

£786,656

Increase of 2.5% in line

with general increase

for UK employees.

£580,000

Salary set from date

of appointment.

Pension

20%

of salary as pension supplement aligned to

UK workforce

Benefits

Other benefits such as company cars or car

allowances, fuel and travel allowances and

health benefits are made available to

Executive Directors.

Operation

Performance measure

(weighting)

EPS (35%)

TSR (35%)

NPP (15%)

Sustainability (15%)

Threshold

6% p.a.

Median

3% p.a.

Maximum

12% p.a.

Upper quartile

7% p.a.

PSP

Incentivise execution of the business

strategy over the long term measuring

profit, shareholder value, innovation

and sustainability.

Shareholding guidelines

Share ownership guidelines to ensure

material personal stake in business.

Maximum of

250%

of salary

Maximum of

250%

of salary

Maximum of

200%

of salary

Maximum of

200%

of salary

C. Report of the Remuneration Committee

Summary of Remuneration Policy and implementation for the year ending 31 December 2025

Operation

Performance measure (weighting)

Bonusable Profit 90% of total ESG metric 10% of total

See page 80 for details

Annual Bonus

Incentivise delivery of strategic plan, targets

set in line with Group KPIs.

Maximum of

175%

of salary

Maximum of

150%

of salary

1/3

deferred into shares with

three-year holding period.

2 year

holding period

2/3

paid in cash

3 year

Performance period

Post-employment shareholding guidelines also apply for two years after

leaving employment.

1. Stephen Oxley will join Croda on 1 April 2025.

See page 81 for details

Subject to overall positive Group profit growth

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

80 Croda International Plc Annual Report & Accounts 2024

Further detail on implementation for 2025

Annual bonus

Incentivise delivery of strategic plan, targets set in line with Group KPIs.

Operation:

Performance measure (weighting)

Bonusable Profit* (90% of total) Based on Bonusable Profit with an additional PBT underpin.

ESG measure (10% of total) Measures for 2025 are strategically aligned with the increasing customer demand for higher-quality, readily available product-level sustainability-related data, both to

provide to customers and better inform internal decision-making.

1. Ingredient Transparency (5%) - successfully migrate products at six target manufacturing sites into the Product Information Management system, such that a minimum

of 80% of products with sustainability-related information demanded by customers at each site are migrated with at least 80% of the critical datapoints completed.

• 100% payout (5%) would be achieved if a minimum of 80% of products at six target manufacturing sites are successfully migrated with at least 80% of the critical

datapoints completed.

• 50% payout (2.5%) would be achieved if a minimum of 50% of products from at least four out of six target manufacturing sites are successfully migrated with at least

80% of the critical datapoints completed, with no payout below this.

2. Product Carbon Footprint (PCF) data (5%) - 80% of products with Product Carbon Footprint data currently available to customers are updated with the required

additional information to comply with the published Together for Sustainability standard on PCF data, and reissued to customers by 31 December 2025.

• 100% payout (5%) would be achieved if 80% of products are updated with the required additional information, and issued to customers by 31 December 2025.

• 50% payout (2.5%) would be achieved if 50% of products are updated with the required additional information, and issued to customers by 31 December 2025,

with no payout below this.

Safety underpin:

• Awards will be subject to a safety underpin such that the Committee will actively consider safety performance over the year, and in particular shall consider whether to reduce (including potentially to zero)

the amount of any payment made to any individual member under the scheme if it considers performance to be unsatisfactory.

Commentary:

• No change in opportunity levels or the balance of performance measures.

• When determining bonus outcomes, the Committee applies the Discretion Framework which includes a range of factors, see page 83.

• The Committee remains comfortable that the structure of the senior annual Bonus Plan does not encourage inappropriate risk-taking and that the mandatory deferral of one third of bonus into shares for a

three-year period provides clear alignment with shareholders and fosters a longer-term link between annual performance and reward.

• Malus and clawback provisions apply.

• Full retrospective disclosure of targets and actual performance against these will be made in next year’s Annual Report on Remuneration.

* Underlying profitability for the performance-related annual Bonus Plan (‘Bonusable Profit’) is based on adjusted EBITDA for continuing operations before exceptional items, less a notional interest charge on working capital employed during the year. The Bonusable Profit

target is measured on a constant currency basis, excludes any charges or credits under IFRS 2 Share-based Payments, and is after the cost of bonuses.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

81 Croda International Plc Annual Report & Accounts 2024

PSP

Incentivise execution of the business strategy over the long term, measuring profit, shareholder value, innovation and sustainability.

Operation:

Performance measure (weighting) Threshold Maximum

EPS

(35%) 6% p.a. 12% p.a.

TSR

(35%) Median Upper quartile

NPP (15%) Subject to overall positive Group profit growth and a minimum average of 3% NPP growth per year (25% vesting), with payments being made on a sliding scale up to 7%

growth per year (maximum vesting).

Sustainability (15%) Climate Positive – A reduction in upstream Scope 3 emissions aligned with our verified SBT trajectory from a 830,763 Mt CO

e adjusted baseline

by end 2027, equating

to an absolute reduction of 62,250Mt.

Subject to a minimum reduction in upstream Scope 3 emissions of 15,563Mt (25% vesting), with payments being made on a sliding scale up to a reduction of 62,250Mt by

end 2027.

ROIC underpin

Awards will be subject to a ROIC underpin such that vesting is subject to satisfactory ROIC performance over the three-year performance period, as determined by the Committee. In determining whether

the underpin has been met, the Committee will consider a range of factors including, but not limited to, the intended time horizons for returns on capital deployed, and Croda’s long-term ROIC objective.

In circumstances where the underpin is not met, the Committee may consider, in its absolute discretion, whether to reduce or cancel the vesting of awards.

Commentary:

• Performance period 1 January 2025 to 31 December 2027.

• Malus and clawback provisions apply.

• When assessing outcomes, the Committee applies the Discretion Framework which considers, for example, the management of EVA and ROIC, health and safety and sales growth and may adjust awards if it

considers appropriate.

• An additional two-year holding period will apply for any shares vesting.

• The Committee will review awards on vesting to consider whether windfall gains have arisen.

1. EPS growth p.a. is calculated on a simple average basis over the three-year period and therefore growth of 36% or more over three years is required for maximum vesting.

2. TSR group: Akzo Nobel, Ashland, Azelis, BASF, Chr. Hansen, Clariant, Elementis, Evonik, Givaudan, IFF, IMCD, Johnson Matthey, DSM-Firmenich, Lonza, Merck, Novozymes, Stepan, Syensqo, Symrise, Synthomer and Victrex.

3. Adjusted baseline is the absolute upstream Scope 3 emissions from 2024.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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82 Croda International Plc Annual Report & Accounts 2024

How our reward strategy aligns to and supports the delivery of our business strategy

Over the last four years we have accelerated key elements of our strategy to transition to a dedicated Consumer Care and Life Sciences company. Across these markets, innovation and sustainability will be the

core drivers of our future growth.

In developing and implementing our Remuneration Policy the Committee has been mindful to ensure that every element of reward directly aligns to our strategy, ensuring we provide and protect long-term

shareholder value.

Element of reward Link to strategy Sustainability Innovation Growth

Long-term

shareholder value

Senior annual Bonus Plan

Profit Clear and simple measure that supports our strategic objective of consistent bottom-line growth. One

third of awards are deferred, further protecting shareholder value.

Sustainability Sustainability is at the centre of Croda’s strategy and our senior annual Bonus Plan includes an

ESG metric.

Performance Share Plan

Earnings per share (EPS) A measure of earnings growth over a three-year period recognising that sustained growth can only

come through relentless innovation.

Total Shareholder Return (TSR) Measured against our peers, a key indicator of long-term growth and shareholder value.

New & Protected Products (NPP) An established measure of innovation, the metric is growth of NPP, those products rewarding growth

that is driven by innovation.

Sustainability Since 2020 we have incorporated sustainability metrics directly linked to our ambitions to be Climate,

Land and People Positive by 2030.

Underpins & Discretion

Framework

Safety, health and environment

(SHE)

The SHE underpins ensure that rewards are not made at the expense of the safety, health and

environment of our employees or the communities that we serve.

Financial underpins The financial underpins, including ROIC and our broader Discretion Framework, ensure that reward

reflects the overall financial health of the business.

Culture and ethics The culture and ethics underpin ensures that reward reflects strong governance and the experience

of all our stakeholders.

Other features

Holding periods Extends the period to five years before shares are released, further protecting shareholder value.

Shareholding requirements Ensures that our Executives’ interests are aligned to shareholders.

Malus and clawback Allows incentive awards to be clawed back or reduced in the event of significant financial

or personal misconduct.

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83 Croda International Plc Annual Report & Accounts 2024

Our Discretion Framework

To enhance the rigour with which performance is reviewed the Committee has adopted a Discretion

Framework which it applies when assessing bonus and long-term incentive plan outcomes.

As with all Board/Committee decisions (in line with section 172) we also reflect on the experience of all

our stakeholders throughout the course of the plan periods.

How our Remuneration Policy reflects the UK Corporate Governance Code

When developing the Remuneration Policy, the Committee was mindful of the UK Corporate

Governance Code and considers that the executive remuneration framework appropriately addresses

the following factors:

Factors How these are addressed

Clarity Our commitment to openness and transparency is reflected in our reward

principles. The Committee is committed to providing open and transparent

disclosure on executive remuneration for our stakeholders.

Our arrangements are clearly disclosed and any changes to our Remuneration

Policy and its operation are highlighted in a way that defines their alignment to

both our strategic ambitions as well as the provisions of the UK Corporate

Governance Code.

Simplicity Our executive remuneration arrangements, as well as those throughout the

global organisation, are simple in nature and well understood by both

participants and shareholders.

Our senior annual Bonus Plan, in which around 525 of our global employees

participate, is primarily based on a single profit metric, with a simple key

requirement that no bonus can be paid for this element until the previous year’s

profit is exceeded.

Risk The Committee considers that the structure of incentive arrangements does

not encourage inappropriate risk-taking. Performance is based on a balance of

metrics which also reflect our broader stakeholders, for example inclusion of

sustainability targets and health and safety underpins. We then take a holistic

assessment of performance using our Discretion Framework.

Annual bonus deferral, the PSP holding period and our shareholding guidelines

provide a clear link to the ongoing performance of the business as well as

alignment with shareholders. Executives will be rewarded for sustainable

long-term shareholder return.

Malus and clawback provisions also apply for both the senior annual Bonus

Plan and PSP.

Predictability Our Remuneration Policy contains details of maximum opportunity levels for

each component of pay, with actual incentive outcomes varying depending

on the level of performance achieved against specific measures.

Proportionality Our Remuneration Policy directly aligns to our strategy and financial

performance. The Committee considers performance from a range of

perspectives. Poor financial performance is not rewarded.

Alignment

to culture

Alignment to our ‘One Croda’ culture is clearly established in our Remuneration

Policy. Our senior annual Bonus Plan has the same metrics for all participants.

Our PSP metrics, and our senior annual Bonus Plan ESG metric, reflect our

commitment to sustainability. Pensions are also aligned across the workforce.

What is the single figure

outcome?

Committee to consider

year-on-year change and

whether this mirrors the

trend in performance

Are there any other events

that should be factored in?

Other events could be

reputational/risk related

or a change of accounting

standards

Consider shareholder

response to results

How does the outcome

compare with wider

shareholder experience?

Committee to consider

Total Shareholder Return in

both relative and absolute

terms over a number of

different periods

Are there any external

headwinds or tailwinds

which need to be

considered?

Compare with historical

use of discretion

How does the outcome

compare with overall

Company performance?

Consider performance

against other KPIs, for

example: ROIC and EVA,

sales, profit growth,

sustainability

Culture and conduct

Culture, conduct, health and

safety, systems and control

What is the formulaic result

following consideration of

the existing underpins?

As an additional reference

point, are the bonus and

PSP outcomes consistent?

Input from others?

Draw on input from other

Committees as well as

other management teams

including HR, Legal, Internal

Audit and Risk

Does the outcome

appear reasonable/fair,

or should an adjustment

be considered?

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84 Croda International Plc Annual Report & Accounts 2024

Workforce remuneration at Croda

Highlights of our approach

Workforce engagement

We continue to develop our approach to workforce engagement. We believe it is important to our

culture and our values to have an active dialogue with employees on topics such as reward, recognition,

motivation, wellbeing, safety and inclusion. A summary of engagement activities undertaken to date

is as follows:

Employee

pulse

surveys

In 2024 a number of pulse surveys covering a range of topics, including culture

and reward, were undertaken and findings were shared with the Board,

management and employees to help guide decisions.

Listening

groups

During 2024 the Chair of the Board, Chair of the Remuneration Committee and

other Non-Executive Directors attended listening groups to better understand

how employees felt on a range of different topics. This included an international

listening group hosted by the Chair of the Remuneration Committee that was

specifically focused on executive remuneration and wider workforce reward.

Dedicated

email to

Chair of

Committee

A dedicated email address has been established for employees to send

comments or questions to the Chair of the Remuneration Committee.

Overview

of pay and

policy

decisions

Committee members are updated annually on global employees’ terms and

conditions and are made aware of any significant changes to policies and other

pay-related matters.

‘One Croda’ culture

Alignment of remuneration structure across

our workforce

CARE pension in the UK

Applies across our entire UK workforce

and is a generous and inclusive benefit

Sharing of success with employees

Under the Free Share Plan, all eligible

employees are gifted an award of Croda

shares when the senior annual Bonus Plan

pays out

Workforce engagement

on executive remuneration

Listening group hosted by Chair of

Remuneration Committee ran in 2024,

with representation from all regions

Continued high participation in all

employee share plans

In 2024, 79% of our UK employees and 64% of

our non-UK employees participated in one of

our all-employee share plans

Holistic health and wellbeing

benefit offering

We recently enhanced healthcare benefits for

UK employees

Living Wage employer

Croda pays a ‘Living Wage’ globally. In 2024

we also established which of our third-party

contractors are paid a Living Wage and for

those that are not are in the process of

formulating an action plan to address this

Fair Wage Network

We are in the final stages of receiving

certification from the Fair Wage Network for

the work we have done to date

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85 Croda International Plc Annual Report & Accounts 2024

How our Remuneration Policy relates to reward in the wider employee context

When making decisions about executive remuneration the Committee considers the pay and reward structures across the business. Annually, the President Human Resources provides the Committee with a review

of workforce remuneration, and the Committee is updated periodically on any feedback received on remuneration practices across the Group. One of the principles of Croda’s culture is to drive ‘One Croda’,

therefore, many of the remuneration structures that apply to Executives also apply further in the global organisation, as set out in the table below. The key difference between the policy for Executive Directors

compared to other employees is that remuneration for Executive Directors is more heavily weighted towards variable pay and share ownership.

Remuneration

element Who participates? Details

Base salary All employees Pay is set in line with the market and closely monitored. Any comparator group used as a reference

point is country and/or industry specific.

We pay a ‘Living Wage’ globally.

Annual

bonus

Executive Directors, Executive Committee, senior leaders and senior managers

(c.525 employees globally)

Consistent senior annual Bonus Plan aligned to increase in annual profit and ESG priorities.

Operates across the most senior global grades on a tiered basis from 175% of salary to 22% of salary.

Deferral applies for Executive Directors and members of the Executive Committee.

All other employees Local schemes apply in many locations.

Free Share

Plan

All employees who do not participate in the senior annual Bonus Plan

(c.5,500 employees globally)

An award of free shares or the cash equivalent if the senior annual Bonus Plan pays out.

Performance

Share Plan

Executive Directors, Executive Committee and senior leaders

(c.55 employees globally)

Consistent PSP based on EPS, TSR and sustainability metrics, including NPP.

Operates across the most senior global grades on a tiered basis from 250% of salary to 30% of salary.

Restricted

Share Plan

(RSP)

Selected employees generally not eligible for PSP Discretionary awards can be granted annually to selected employees to reward

exemplary performance.

All-

employee

share plans

All employees Employees can participate in our global Sharesave Scheme, subject to qualifying service, allowing

everyone to save monthly and purchase discounted shares.

Pension

(UK only)

All employees Defined benefit plan based on career average salary plus 20% cash supplement paid for salaries

above the cap or to employees who are tax limited and have opted out of the pension scheme.

Healthcare

(UK only)

All employees All UK-based employees benefit from membership of Bupa private healthcare provided free of charge

for employees and subsidised for family members. In addition, employees are provided with triennial

health assessments also with Bupa.

1. Sharesave or similar schemes are provided where local social security laws allow.

2. Other pension arrangements, aligned to local practice and legislation, are available in many of our locations.

3. A range of healthcare benefits are also available in many of our locations globally.

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86 Croda International Plc Annual Report & Accounts 2024

Sharing success across the business

The Committee believes in sharing success across the business and extending share ownership more

widely across our employee base. This is promoted through the operation of our ‘Free Share Plan’ and

a number of all-employee share schemes.

Free Share Plan

In 2021 we launched the ‘Free Share Plan’. Under this plan, all employees globally who are not eligible

for the senior annual Bonus Plan are gifted Croda shares (or the cash equivalent) if the senior annual

Bonus Plan pays out. Unlike other elements of remuneration this award is not set as a multiple of salary,

instead it rewards all eligible employees at the same value.

The Free Share Plan was developed in response to findings from the Global Reward Survey in 2020 and

aims to share success more widely across the business and encourage share ownership.

As the senior annual Bonus Plan paid out for 2024, an award was made under the Free Share Plan.

All-employee share plans

Workforce participation in these plans has remained consistently strong and is driven by our culture of

employees feeling a strong loyalty to the business.

85%

84%

61%

84%

81%

83%

63%

60%

56%

71%

79%

64%

Overseas

100

202420232022202120202019

Living Wage

Croda gained accreditation in the UK as a Living Wage Employer from the Living Wage Foundation in

2018. Since 2021, Croda has paid a Living Wage globally as per our partner Fair Wage Network’s (FWN)

independent and economically rigorous methodology,

We reviewed our Living Wage levels in 2024 and made any adjustments necessary in order to continue

paying a Living Wage to all employees. We are in the final stages of receiving certification from the FWN

for the work we have done to date. In 2024 we also completed an initial assessment of our contractor

population and compliance with our Living Wage standards. In 2025 we will look to progress this further.

More than just pay

Our employees and our culture remain central to the continued success of Croda. We have continued to

enhance our offering of activities available to employees, including:

• We are proud of the training and development that we provide for employees and have set a target of

ensuring all employees receive at least one week of training a year by the end of 2025. In 2024, our

employees undertook over 190,000 hours of training with the average number of hours an employee

completed being 32 hours.

• In 2024 we ran our Accelerated Leadership Programme, for high performing and mid-level colleagues

showing leadership behaviours and our inclusion-based global leadership programme, Phoenix Rising.

• Each of our sites is tasked with ensuring at least four health and wellbeing events are run per year,

with many sites running significantly more than this. We also continued with Employee Assistance

Programmes in many of our countries.

See page 8 for further information on our culture including details on how we approach the recruitment,

development and training of our workforce.

Other disclosures

UK gender pay gap

The table below shows a summary of the gender pay gap for UK employees of Croda Europe Ltd:

2020 2021 2022 2023 2024

Mean pay gap 18.7% 17.7% 7.2% 7.9% 4.1%

Median pay gap 19.2% 21.1% 15.7% 12.1% 8.5%

Mean bonus gap 64.4% 62.6% 23.3% 3.2% 3.4%

Median bonus gap* 0% 0% 29.9% 17.3% 0%

* The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 2019 (payable in 2020), 2020

(payable in 2021) or 2023 (payable in 2024). A small number of employees received a sales bonus but the median bonus for both

female and male employees was zero giving a median bonus gap of 0%.

We are confident that our gender pay gap is not an equal pay issue but is a result of a lack of female

representation across our business at senior levels and particularly in production roles which represent

the bulk of the workforce between the 25

and 75

percentile. Addressing this issue will require a

long-term approach but we have already begun work to increase the number of females working in

production and in senior positions.

Over 2024 49% of available leadership roles were filled by women, with the number of women in

leadership positions now at 41%

(2023: 39%).

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87 Croda International Plc Annual Report & Accounts 2024

Other actions taken to address the gender pay gap include:

• Promoting balanced shortlists for all appointments.

• Further improving our talent and succession planning processes to help identify and nurture talent

early in their career.

• Developing career paths to help our people identify opportunities for growth across the organisation.

• Ensuring that our global talent development programmes continue to have a gender-balanced mix

of participants.

• Supporting female leaders in their development, offering attendance on programmes such as Solaris,

a women’s executive leadership development programme for women specifically of Black heritage.

• Finding ways to reduce shift work (especially night work) and to examine the feasibility of part-time

and job share arrangements in our production facilities.

• Continuing to invest in our STEM activities to encourage a wide range of applicants to apply for roles

in our business.

More information is available on the Croda website.

UK CEO pay ratio

The table in the adjacent section sets out the ratio of the CEO’s ‘single figure’ total remuneration to the

, 50

and 75

percentile full-time equivalent total remuneration of the Company’s UK employees.

The pay ratios are calculated on a Group-wide basis by reference to UK employees only.

Under the regulations, there are three methodologies that companies can choose to report their

pay ratio, known as Option A, B and C. For 2024 we have chosen to continue to use the Government’s

preferred option, Option A. Using this methodology, we have determined the full-time equivalent

total remuneration for all UK employees and have ranked this data to identify employees whose

remuneration places them at the 25

, 50

and 75

percentile. The pay ratios are then calculated

by comparing total remuneration for these three employees against our CEO ‘single figure’

total remuneration.

FY 2024 FY 2023* FY 2022 FY 2021 FY 2020 FY 2019 FY 2018**

Methodology A A A A A A C

percentile 27:1 37:1 121:1 103:1 48:1 57:1 85:1

percentile 20:1 28:1 90:1 81:1 37:1 44:1 67:1

percentile 16:1 23:1 73:1 67:1 31:1 37:1 57:1

* The ratio for 2023 has been restated. This is to reflect the updated CEO ‘single figure’ total remuneration for 2023, which was due

to the PSP award being updated to reflect the actual share price at vesting. Where relevant, PSP calculations for the workforce

have also been updated on the same basis. Sales bonus amounts for the workforce have also been updated to reflect the actual

amounts paid in March 2024.

** The CEO pay ratio for 2018 was calculated using Option C, which enabled us to calculate, on an indicative basis, the total

remuneration packages of three individual UK employees at the 25

, 50

and 75

percentile. Option C was used in 2018

because the full administrative process to enable us to calculate the equivalent total remuneration for UK employees was

not in place.

1. Calculations for the workforce exclude severance pay, notice pay, SIP repayments, fractional share payments, SAR payments and

relocation expenses.

2. The calculations for the workforce exclude the value of the defined benefit pension plan due to the difficulty of calculating these

figures for our complex historical pension arrangements.

3. Calculations of annual bonus for the workforce reflect an estimate at the time of the calculation of the ratio. The actual amounts

paid to these employees will be finalised in March 2025 and the ratio will be updated in next year’s report to reflect the actual

amounts paid.

4. Calculations for the workforce include amounts granted under the Restricted Share Plan and Free Share Plan. Unlike the PSP

these figures will not be restated at vesting.

5. Excludes Non-Executive Directors, contractors and employees who left during the relevant year.

6. New starters, part-time employees and employees on long-term sick and maternity are included; their salary has been amended

to reflect a full-time and full-year salary.

Employee total remuneration

Actual base

salary 2024

Total

remuneration

2024

percentile £58,685 £63,212

percentile £43,283 £50,206

percentile £33,377 £38,091

The CEO pay ratio is calculated based on the total remuneration payable to the CEO, which could

include payments under the senior annual Bonus Plan and PSP. The outcomes of these elements

are directly linked to performance, with the value of the PSP also incorporating share price growth.

It is therefore expected that the ratios will fluctuate significantly year-on-year to reflect Croda’s

performance. In respect of the 2024 figures, as Steve Foots has decided to forgo his senior annual

Bonus for 2024 and the PSP has paid out at a lower level, from 37.1% in 2023 to 9.375% in 2024, the

ratio has decreased significantly.

See inside front cover for details of Assurance Δ

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88 Croda International Plc Annual Report & Accounts 2024

D. Directors’ remuneration for the year ended

31 December 2024 – Audited information

1. Directors’ remuneration for the year ended 31 December 2024

Steve Foots Louisa Burdett

2024 2023 2024 2023

Salaries £767,469 £745,116 £245,827 £520,000

Benefits

£26,634 £25,969 £22,291 £51,332

Pension supplement

£153,494 £149,023 £49,165 £104,000

Total fixed pay £947,597 £920,108 £317,283 £675,332

Annual bonus - - - -

Long-term incentives

5A-B

£74,107 £454,812 - -

Other

£3,618 £3,236 - -

Total variable pay 77,725 £458,048 - -

Single total figure of remuneration 1,025,322 £1,378,156 £317,283 £675,332

1. Louisa Burdett resigned as a Director of the Company on 24 May 2024 and left the Company on 17 June 2024. Her salary, benefits

and pension supplement were paid up until the date of her departure and these values have been included in the table above.

Louisa forfeited any entitlement to bonus upon resignation and any in-flight PSP awards lapsed.

2. The 2023 benefits figure has been restated to include costs incurred in respect of the travel allowance having previously been

excluded. The amount reported has been updated from £22,999 to £51,332. This change has also been reflected in the 2023 total

fixed pay figure and single total figure of remuneration.

3. Benefits include company car or cash allowance, private medical insurance and private fuel and travel allowances.

4. This represents the 20% of salary supplement.

5. A. The PSP awards granted in March 2022 reached the end of their performance period on 31 December 2024. The awards will

vest at 9.375% of maximum (see page 90). The values included in the table above are based on the three-month average price

to 31 December 2024 of 3652.4p. This is lower than the share price at grant, and therefore no value is attributable to share price

growth. These values will be updated in next year’s Annual Report based on the share price at vesting which will take place on

24 March 2025.

B. The PSP award included in the 2023 single figure (the 2021-23 PSP award) has been updated to reflect the actual share

price at vesting of 5020p. This is lower than the share price at grant, and therefore no value is attributable to share price growth.

6. Represents the value received in the year from participation in all-employee share schemes. Steve Foots received 42 matching

shares as part of the Share Incentive Plan (SIP) with a transaction value of £1,771. He also participated in the 2024 Sharesave

Scheme and was granted 236 shares at a discounted rate of 3131p. The share price on the date of grant was 3913.6p representing

a 20% discount.

In this section

1 Directors’ remuneration for the year ended 31 December 2024 88

2 Pension 93

3 Payments for cessation of office 93

4 Payments to past Directors 93

5 Transition of Chief Financial Officer 93

6 Share interests 94

7 Performance graph 95

8 10-year remuneration figures for Group Chief Executive 95

9 Board Chair and other Non-Executive Directors’ fees 2024 and 2025 96

10 Non-Executive Directors’ remuneration 96

11 Service contracts and outside interests 97

12 Remuneration Committee membership and advisers 97

13 Other disclosures 98

14 Statement of voting 99

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89 Croda International Plc Annual Report & Accounts 2024

Annual bonus

The annual bonus for Executive Directors in 2024 was calculated by reference to profit and safety performance. In line with our well-established practice, profit targets were set based on the amount by which the

profit for the year exceeded the profit for 2023 (the ‘Bonusable Profit’). Bonusable Profit is focused on operational profitability based on adjusted EBITDA, and, consistent with last year, was adjusted for lipid system

sales for our principal Covid-19 vaccine contract in the comparative period.

Measure Weighting Threshold Maximum Actual performance Out-turn (% of max element)

Bonusable Profit 90% £328.5m £361.3m £340.8.m 37.5%

ESG metric The ESG metric for 2024 was in relation to safety for the whole population of eligible employees (c.550 employees), and the

extent to which the population:

1. Agreed a quarterly communication (SAY) and engagement plan (DO) for their team and peers. All leaders were expected to

set quarterly targets and capture progress in Croda’s global human resources information system (HRIS). Achievement was

recorded via the employees’ end of year appraisal. 90% of the cohort had to achieve this by year end for this element to be

considered complete.

2. Measured workforce engagement through a ‘Safety is a Value’ survey which had to receive a 70% response rate across the

whole organisation by year end for this element to be considered as complete.

3. Identified measures of success for their team and demonstrate achievement at year end. All leaders had to capture their

objective in Croda’s global HRIS. Achievement was recorded via the employees’ end of year appraisal. 90% of the cohort had

to achieve this by year end for this element to be considered complete.

Two of the elements had to be considered complete for a 5% payout. All of the elements had to be considered complete for

the full 10% to be payable.

96% of eligible employees achieved objective 1.

The ‘Safety is a Value’ survey was executed in

April (83% response rate) and November (76%

response rate).

96% of eligible employees achieved objective 3.

All 3 targets were achieved resulting in a pay-out

of 100% under the ESG metric.

Final outcome for 2024 43.75%

Steve Foots requested to forgo his annual bonus for 2024 0%

The Remuneration Committee has discretion to reduce (including to zero) the amount of any payment under the scheme if it considers the safety, health or environment (SHE) performance is in serious non-

compliance with the Croda SHE policy statement, document of minimum standards. In addition, the Committee can also reduce any payment (including to zero) if it considers the underlying business performance

of the Company is not sufficient to support the payment of any bonus. The Committee also applies the Discretion Framework, a rigorous framework for the application of judgement and discretion, when reviewing

awards (see page 83).

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90 Croda International Plc Annual Report & Accounts 2024

PSP

PSP awards vesting in March 2025

The PSP awards granted in March 2022 reached the end of their three-year performance period on 31 December 2024.

Measure Weighting Threshold Maximum Actual performance Out-turn (% of max element)

Relative TSR versus

bespoke peer group

35% Median

(50

percentile)

Upper quartile

(75

percentile)

Below median 0%

Adjusted annual

average EPS growth

over three years

35% 5% p.a. 11% p.a. (12.3)% p.a. 0%

NPP 15% NPP sales to grow at twice the rate of non-NPP, subject to overall positive Group profit growth and a

minimum average of 3% NPP growth per year, with payments being made on a sliding scale up to 5% growth

per year.

Decline in NPP sales

and Group profit

Sustainability Climate

Positive metric

7.5% A reduction target specifically aimed at Scope 1 and 2 emissions and aligned with our external commitment

to achieve a Science Based Target (SBT) in line with a 1.5°C pathway. Over the three-year PSP performance

period the target was a 25.2% reduction compared to a 2018 baseline

with any award paid in defined

ranges between:

• a reduction of 25.2% and above results in maximum vesting.

• a reduction of 21% results in 50% vesting, with no vesting below this.

28.0% reduction 100%

People Positive metric 7.5% A target aimed at increasing the number of women in leadership positions, aligned to our gender balance

ambition. Over the three-year performance period the target was to appoint or promote women in more

than 50% of available leadership roles with any award paid in defined ranges between:

• 55% or above leadership roles hired being filled by women results in maximum vesting.

• 40% of leadership roles being filled by women results in 25% vesting, with no vesting below this.

44.6%

∆

of available

leadership roles

filled

by women

25%

Final out-turn 9.375%

Δ See inside front cover for details of Assurance

1. TSR peer group constituents: AkzoNobel, Albermarle, Ashland, BASF, Clariant, Eastman Chemicals, Elementis, Evonik Industries, Givaudan, Johnson Matthey, Kemira, Lanxess, Novozymes, Solvay, Symrise, Synthomer and Victrex. Koninklijke DSM has been excluded

following delisting in May 2023.

2. EPS growth p.a. is calculated on a simple average basis over the three-year period.

3. 2018 baseline of 156,057 TCO

e (restated). See SIR page 21 for details of restatements +.

4. An available leadership role defined as an employment position or office within the Group which falls within the Company’s senior employment grades (excluding the Board and Executives) and which: (a) is vacant or becomes vacant at any time during the Performance

Period; or (b) is newly created at any time during the Performance Period.

The Committee considered both aggregate EVA during the three year performance period, as well as the EVA growth trajectory. Aggregate EVA over the three year performance period was positive £172.5m. EVA

growth over the three year period was negative. In relation to EVA growth, the Committee noted that the overall PSP vesting outcome had already been impacted by the EPS and TSR metrics which aligned to

growth in profitability and shareholder value. These measures had an outcome of zero and together comprised 70% of the award. Overall the Committee considered that since the aggregate EVA over the three

years had been positive, meaning that aggregate profit achieved was higher than the cost of capital, the underpin condition had been met and no downwards adjustment would be applied to vesting of the

remaining measures.

The forecast vesting value of the awards made in March 2022 is included in the 2024 single figure table on page 88. Any shares vesting will be subject to a two-year holding period.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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91 Croda International Plc Annual Report & Accounts 2024

Gains made on exercise of share options and PSP

The gains are calculated according to the market price of Croda International Plc ordinary shares on the

date of exercise, although the shares may have been retained.

Executive

Director

Exercise

date

exercised Scheme

Exercise

price

Market

price

Gain

(before tax)

Steve Foots 25 Mar-24 9,060 PSP 0p 5020p £454,812

PSP awards granted in 2024

Executive Director

Number of PSP

shares awarded

Basis of award

granted

(% of salary)

Face/maximum

value of awards at

grant date

% of award vesting

at threshold

(maximum)

Performance

period

Steve Foots 34,557 225% 1,726,779 28.75% (100%) 01.01.24 – 31.12.26

4,061 25% 191,838 28.75% (100%) 01.01.24 – 31.12.26

1. Face value/maximum value is calculated based on a share price of £49.969 and £47.239, being the average mid-market share

price of the three dealing days prior to the date of the grants.

The 2024 PSP awards were granted in two instalments. The first grant of 225% of salary for Steve Foots

was made on 27 March 2024 at the same time as awards for other employees. Following the approval of

the Performance Share Plan rules at the 2024 AGM, which included changes as a result of the Directors’

Remuneration Policy approved at the 2023 AGM including an increase to the maximum PSP of 25% of

base salary for Executive Directors, a further grant of 25% of salary was made on 29 April 2024.

The 2024 PSP awards are subject to a performance condition which is split 35% EPS, 35% TSR, 15% NPP

and 15% sustainability metrics. Performance targets were disclosed in full last year, see page 112 of our

Annual Report & Accounts 2023. Vesting will take place on a sliding scale. A ROIC underpin applies

across the entire award, also detailed on page 112 of our Annual Report & Accounts 2023.

Any shares vesting will be subject to a two-year holding period.

As Louisa Burdett gave notice of resignation from the Company in December 2023 no PSP award was

granted for 2024.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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92 Croda International Plc Annual Report & Accounts 2024

All-employee share plans

Executive Directors are invited to participate in the HMRC tax-approved UK Sharesave Scheme and the Croda Share Incentive Plan (SIP) in line with, and on the same terms as, the wider UK workforce.

SIP

Details of shares purchased and awarded to Executive Directors under the SIP are shown in the table below. A brief description of the SIP is set out in note 23 on page 161.

Executive Director

SIP shares held

01.01.24

Partnership shares

acquired in year

Matching shares

awarded in year

Total shares

31.12.24*

SIP shares that became

unrestricted in the year

Total unrestricted

SIP shares held at

31.12.24

Steve Foots 5,958 42 42 6,042 66 5,728

There have been no changes in the interests of any Director between 31 December 2024 and the date of this report, except for the purchase of 5 SIP shares and the award of 5 matching shares by Steve Foots

during January and February 2025. Louisa Burdett did not participate in the SIP.

Sharesave

Details of awards made under the UK Sharesave Scheme are set out below:

Date of grant

Earliest

exercise date

Expiry

date

Face

value*

Exercise

price

Number at

01.01.24

Granted

in year Exercised in year

Cancelled

in year

Number at

31.12.24

Steve Foots

10 September 2020 01 November 2023 30 April 2024 £6,724 4804p 112 – – 112 –

16 September 2021 01 November 2024 30 April 2025 £8,975 7327p 98 – – – 98

15 September 2022 01 Nov ember 2025 30 April 2026 £6,748 5509p 98 – – – 98

14 September 2023 01 November 2026 30 April 2027 £6,909 3977p 139 – – – 139

11 September 2024 01 November 2027 30 April 2028 £9,236 3131p – 236 – – 236

447 236 – 112 571

During 2024, the highest mid-market price of the Company’s shares was 5059p and the lowest was 3321p. The year-end closing price was 3385p. The year-end mid-market price was 3360.5p.

* Face value is calculated using the market value on the day before the date of grant, multiplied by the number of shares awarded.

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93 Croda International Plc Annual Report & Accounts 2024

3. Payments for cessation of office

There were no payments for loss of office during the year under review.

4. Payments to past Directors

There were no other payments to past Directors during the year under review.

5. Transition of Chief Financial Officer (unaudited information)

Louisa Burdett resigned as a Director of the Company on 24 May 2024 and left the Company on 17 June

2024. As such she was not entitled to a senior annual Bonus Plan award or PSP award for 2024. All

existing PSP awards also lapsed.

Stephen Oxley was announced as successor to Louisa Burdett as Chief Financial Officer during the

course of 2024 and will join Croda on 1 April 2025.

Stephen’s salary was set at £580,000. The Committee was conscious that this salary was therefore set

at a level above the salary of Louisa Burdett. The Committee considered this to be necessary in order to

recruit Stephen and, in particular, given the significantly higher salary at his current role as Chief Financial

Officer at Johnson Matthey. He will receive a travel allowance to facilitate travel to Croda’s offices in

Yorkshire and will participate in both the senior annual Bonus Plan and PSP on the same basis as Louisa

Burdett, with a maximum opportunity of 150% of salary and 200% of salary, respectively, for 2025.

Stephen will also receive a pension supplement of 20% of salary aligned to the UK workforce.

Following his appointment, buy-out awards will be made to Stephen to compensate him for incentives

which he will forfeit upon joining Croda. These awards will be made aligning to the form (cash or shares),

timing and performance conditions of the remuneration being forfeited. Full details will be disclosed in

Croda's Annual Report & Accounts 2025.

2. Pension

The pension rights that accrued during the year in line with the policy on such benefits as set out in the

Policy Report were as follows:

Executive Director

Normal retirement

date

under the CPS

Total accrued

pension at 31.12.24

(p.a.)

Single

remuneration

pension figure

2024

Single

remuneration

pension figure

2023

Single remuneration

pension figure 2024

excluding

supplement

Steve Foots

14 September

2033 £149,374 £153,494 £149,023 –

Louisa Burdett n/a – £49,165 £104,000 –

* Neither Steve Foots nor Louisa Burdett were active members of the Croda Pension Scheme in 2024 or 2023.

Croda has a number of different pension plans in the countries in which we operate. Pension

entitlements for Executive Directors are tailored to local market practice, length of service and the

participant’s age. In 2016, a Career Average Revalued Earnings (CARE) scheme was introduced with a

cap applied to pension benefits; at this time the cap was set at £65,000. The cap is increased each year

in line with inflation, and from April 2025 will be £81,813. Employees who earn in excess of the pension

cap or who cannot be members of the plan due to tax limitations receive a pension supplement. For

Executive Directors this supplement is up to 20% of salary in line with the wider UK workforce.

Steve Foots’ historic pension provision

Steve Foots was a member of the Croda Pension Scheme up to 31 January 2021. He accrued pension

benefits under the Croda Pension Scheme up to this date with a CARE accrual rate of 1/60

and an

entitlement to retire at age 60. From 6 April 2011 onwards, pension benefits accruing were based on a

capped salary. This cap was £187,500 until April 2014 at which point it reduced to £150,000, and due to

annual allowance regulations and changes to the pension scheme, reduced to £37,500 in April 2016

(reduced from the scheme cap of £65,650 due to annual allowance regulations) and reduced again in

April 2020 to £15,000 following new annual allowance regulations. If Steve Foots retires before the age

of 60, a reduction will be applied to the element of his pension accrued before 6 April 2006, unless he is

retiring at the Company’s request. In the event of death, a pension equal to two thirds of the Director’s

pension would become payable to the surviving spouse. Steve Foots’ pension in payment is guaranteed

to increase in line with the rate of inflation up to a maximum of 10% per annum for benefits accrued

before 6 April 2006, and in line with inflation up to a maximum of 2.5% per annum for benefits accrued

from 6 April 2006 onwards.

Steve Foots is entitled to death-in-service benefits from an Excepted Life Policy. Steve Foots elected to

opt out of the Croda Pension Scheme from 31 January 2021 and therefore now only receives a pension

supplement of 20% of salary.

Louisa Burdett’s pension provision

Louisa Burdett elected not to join the Croda Pension Scheme and was therefore paid a pension

supplement of 20% of salary in 2023 and 2024. She was entitled to death-in-service benefits from an

Excepted Life Policy.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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94 Croda International Plc Annual Report & Accounts 2024

6. Share interests

The interests of the Directors who held office at 31 December 2024 are set out in the table below:

Legally owned

SIP

31.12.23 31.12.24 PSP (unvested) DBSP (unvested)

Sharesave

(unvested) Restricted Unrestricted Total 31.12.24

% of salary held under

shareholding guideline

Executive Director

Steve Foots 205,438 210,231 89,632 10,815 473 314 5,728 317,193 >250% target

Louisa Burdett

– – – – – – – – <200% target

Non-Executive Director

Ian Bull

– 1,600 – – – – – 1,600 –

Roberto Cirillo – – – – – – – – –

Jacqui Ferguson 76 76 – – – – – 76 –

Anita Frew

9,425 9,425 – – – – – 9,425 –

Chris Good – – – – – – – – –

Danuta Gray

900 2,050 – – – – – 2,050 –

Julie Kim 60 60 – – – – – 60 –

Keith Layden 60,339 60,339 – – – – – 60,339 –

Nawal Ouzren – – – – – – – – –

John Ramsay 2,836 2,836 – – – – – 2,836 –

1. Including connected persons

2. Louisa Burdett resigned as a Director of the Company on 24 May 2024 and left the Company on 17 June 2024.

3. Ian Bull was appointed to the Board on 25 June 2024 and held nil shares on appointment.

4. Anita Frew stepped down from the Board following the 2024 AGM on 24 April 2024.

5. Danuta Gray was appointed to the Board on 1 February 2024 and held 900 shares on appointment.

Post-employment shareholding requirements also apply for two years after leaving employment. The policy applies to shares from awards that vest from 2020. From adoption of the 2023 policy, the post-

employment shareholding requirements will be set at 100% of the in-employment guideline to be retained for the entire two-year period following leaving. A structure is in place to ensure that post-employment

shareholding requirements are adhered to, via a restricted share dealing third-party nominee account.

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95 Croda International Plc Annual Report & Accounts 2024

7. Performance graph (unaudited information)

10-year Total Shareholder Return chart

Source: Refinitiv Datastream

8. 10-year remuneration figures for Group Chief Executive (unaudited information)

The total remuneration figure includes the annual bonus and long-term incentive awards which vested based on performance in those years.

The annual bonus and long-term incentive award percentages show the payout for each year as a percentage of the maximum.

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Total remuneration (£) 1,374,046 2,404,441 3,570,251 3,311,700 1,693,242 1,543,377 3,719,864 4,155,280 1,378,156 1,025,322

Annual bonus (%) 76.4% 100% 78.4% 36.2% 0% 0% 100% 100% 0% 0%*

Long-term incentives vesting (%) 0% 43% 100% 100% 56.2% 40% 97.4% 100% 37.1% 9.375%

* The Annual bonus out-turn for 2024 was 43.75%. However, Steve Foots requested to forgo his annual bonus.

The 2023 total remuneration figure has been updated to reflect the value of the 2023 PSP award at vesting.

100

200

300

400

500

Dec 2024Dec 2023Dec 2022Dec 2021Dec 2020Dec 2019Dec 2018Dec 2017Dec 2016Dec 2015Dec 2014

Croda International

FTSE 100

FTSE 250

FTSE 350

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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96 Croda International Plc Annual Report & Accounts 2024

9. Board Chair and other Non-Executive Directors’ fees 2024 and 2025

(unaudited information)

The fees paid to the Non-Executive Directors (including chairing of Committees) and to the Senior

Independent Director were reviewed in December 2024 and increased by 2.5%, in line with the Executive

Directors and the general increase for our UK employees. These changes took effect from 1 January

2025. The revised fee structure for the Board Chair and other Non-Executive Directors for 2025 is

detailed below.

Position 2024 fee £ 2025 fee £

Board Chair (all-inclusive fee) 425,000 435,625

Non-Executive Director base fee 71,841 73,637

Additional fees

Senior Independent Director 11,936 12,234

Committee Chairs (Audit, Remuneration and Sustainability Oversight) 17,381 17,816

10. Non-Executive Directors’ remuneration

The remuneration of Non-Executive Directors for the year ended 31 December 2024 payable by Group

companies is detailed below; this table reflects actual payments in 2024.

Non-Executive

Director fees

Benefits

Total

Danuta Gray

2024 308,085 12,065 320,150

2023 – – –

Anita Frew

2024 135,673 – 135,673

2023 331,868 2,069 333,937

Jacqui Ferguson

2024 101,159 1,368 102,527

2023 94,483 2,574 97,057

Roberto Cirillo 2024 71,842 – 71,842

2023 69,749 2,162 71,911

Keith Layden 2024 71,842 1,368 73.210

2023 69,749 331 70,080

John Ramsay 2024 87,774 327 88,101

2023 86,624 542 87,166

Julie Kim 2024 71,842 – 71,482

2023 69,749 763 70,512

Nawal Ouzren 2024 71,842 1,380 73,222

2023 69,749 514 70,263

Chris Good

2024 89,223 694 89,917

2023 47,036 1,323 48,359

Ian Bull

2024 38,474 1,490 39,964

2023 – – –

1. The benefits relate to Directors undertaking business travel on behalf of Croda and ensuring the Directors are not out of pocket for

related tax.

2. Danuta Gray received a fee of £71,841 per annum for her services as a Non-Executive Director and Chair designate from 1 February

2024. Following her appointment as Chair on 24 April 2024, her fee increased to a total of £425,000 per annum.

3. Anita Frew stepped down from the Board following the 2024 AGM on 24 April 2024.

4. Chris Good was appointed to the Board on 27 April 2023 and was appointed as Chair of the Sustainability Oversight Committee on

1 January 2024.

5. Ian Bull was appointed to the Board on 25 June 2024.

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97 Croda International Plc Annual Report & Accounts 2024

Non-Executive Directors’ appointment (unaudited information)

The effective dates of the letters of appointment for the Board Chair and each Non-Executive Director

who served during 2024 are shown in the table below:

Non-Executive Director Original appointment date Expiry date of current term

Anita Frew

05 March 2015 24 April 2024

Danuta Gray 01 February 2024 01 February 2027

Roberto Cirillo 26 April 2018 26 April 2025

Jacqui Ferguson 01 September 2018 01 September 2025

Julie Kim 01 September 2021 01 September 2027

Keith Layden 01 May 2017 01 May 2025

Nawal Ouzren 01 February 2022 01 February 2028

John Ramsay 01 January 2020 01 January 2026

Chris Good 27 April 2023 27 April 2026

Ian Bull 25 June 2024 25 June 2027

1. Anita Frew stepped down from the Board following the 2024 AGM on 24 April 2024.

11. Service contracts and outside interests (unaudited information)

The Executive Directors have service contracts as follows:

Executive Director Contract date Termination provision

Steve Foots 16 September 2010 by the Company 12 months,

by the Director 6 months

External directorships

Executive Directors are permitted to accept external appointments with the prior approval of the Board.

It is normal practice for Executive Directors to retain fees provided for non-executive roles. During her

tenure at Croda Louisa Burdett was a Non-Executive Director of RS Group.

12. Remuneration Committee membership and advisers (unaudited

information)

The following Directors served as members of the Committee during 2024:

• Jacqui Ferguson (Chair)

• Roberto Cirillo

• John Ramsay

• Julie Kim

• Nawal Ouzren

• Chris Good

• Ian Bull (from appointment)

In addition, the Committee invites individuals to attend meetings to ensure that decisions are informed

and take account of pay and conditions in the wider Group. During 2024, invitees included other

Directors and employees of the Group and the Committee’s advisers, including Anita Frew (former Chair),

Danuta Gray (Chair), Steve Foots (Group Chief Executive), Louisa Burdett (former Chief Financial Officer),

Keith Layden (Non-Executive Director), Michelle Lydon (President – Human Resources), Tom Brophy

(Group General Counsel, Company Secretary and President Sustainability) and Laura Dobson (Deputy

Company Secretary).

Attendees at Committee meetings are excluded from discussions that determine their own

remuneration.

See page 60 for details of attendance at meetings during the year.

Remuneration Committee advisers (unaudited information)

Deloitte LLP was retained as the appointed adviser to the Committee for the whole of 2024 having been

appointed in October 2017, following a tender and selection process led by the Chair and including

Committee members. As well as providing advice in relation to Executive remuneration and Non-

Executive fees, Deloitte LLP also provides advice to the Group in relation to global employer services,

global business tax services, indirect tax and M&A.

Deloitte LLP is a signatory to the Remuneration Consultants Group Code of Conduct. The lead

engagement partner has no other connection with the Company or individual Directors. The total fees

paid to Deloitte LLP for its services during the year in relation to Executive remuneration and Non-

Executive fees were £134,400 (excluding VAT). The Committee regularly reviews the external adviser’s

relationship and is comfortable that the advice it is receiving remains objective and independent.

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98 Croda International Plc Annual Report & Accounts 2024

13. Other disclosures (unaudited information)

Percentage change in remuneration levels

The following chart shows the movement in salary/fees, benefits and annual bonus for each of the Group’s Directors between the current and previous financial year compared with that of the average employee of

the Group’s Parent Company. The movement for the average UK employee is also provided for additional reference given the small number of employees employed by the Group Parent Company.

% change in salary/fees % change in benefits

% change in bonus

2,3

2024 2023 2022 2021 2020 2024 2023 2022 2021 2020 2024 2023 2022 2021 2020

Average employee of the

Group’s Parent Company

5.15% 1.55% 6.46% (5.12)% 3.66% (4.94)% (11.28)% 27.95% (25.04)% (0.06)% – (100.00)% 5.46% – 0.00%

Average UK employee

2.82% 8.34% 5.54% 0.68% 3.43% (2.41)% 29.32% 46.21% (8.63)% (3.27)% – (99.78)% 17.32% – 27.96%

Executive Directors

Steve Foots 3.00% 4.00% 5.00% 1.00% 2.00% 2.56% 15.92% (10.17)% (25.87)% 0.50% – (100.00)% 5.00% – 0.00%

Louisa Burdett

(52.73)% – – – – (56.57)% – – – – – – – – –

Non-Executive Directors

Anita Frew (59.12)% 4.00% 5.00% 1.00% 2.00% (100.00)% (48.65)% – – (100.00)% – – – – –

Keith Layden 3.00% 4.00% 5.00% 1.00% 2.00% 313.07% (92.32)% – – (100.00)% – – – – –

Roberto Cirillo 3.00% 4.00% 5.00% 1.00% 2.00% (100.00)% (58.08)% – – (100.00)% – – – – –

Jacqui Ferguson

7.07% 30.37% 13.47% 1.00% 2.00% (46.86)% (16.69)% – – (100.00)% – – – – –

John Ramsay

6,8

1.33% 4.00% 5.00% 7.50% – (39.62)% (91.74)% – – – – – – – –

Julie Kim

3.00% 13.45% – – – (100.00)% (75.03)% – – – – – – – –

Nawal Ouzren

3.00% 13.45% – – – 168.70% (75.78)% – – – – – – – –

Chris Good

89.69% – – – – (47.58)% – – – – – – – – –

Danuta Gray

– – – – – – – – – – – – – – –

Ian Bull

– – – – – – – – – – – – – – –

1. The benefits for Non-Executive Directors relate to the undertaking of business travel on behalf of Croda and ensuring the Directors are not out of pocket for related tax. No taxable business travel expenses were claimed by Non-Executive Directors in 2020 due to the

Covid-19 pandemic and therefore there are no comparable figures to give a % change in 2021. In 2022, Non-Executive Directors’ travel returned to pre-pandemic levels, however, reflective of the low levels of travel in the prior year, the % change figures are not

meaningful. These are 35,311% for Anita Frew, 471% for Roberto Cirillo, 1,726% for Jacqui Ferguson, 4,744% for Keith Layden, 727% for John Ramsay and (73)% for Julie Kim. For a full breakdown of the benefits for Non-Executive Directors see page 96.

2. Bonus including annual bonus, DBSP and sales bonus.

3. The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 2019, 2020 or 2023 and therefore there is no comparable figure to give a % change in 2021 or 2024 for Executive Directors or the average employee of the Group’s Parent

Company. For the average UK employee, the % change in 2020 and 2023 relates to only a small number of employees who received a sales bonus. As the senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme paid out for 2021 and 2024, the bonus

received by the average UK employee for 2021 and 2024 is significantly higher than the prior year and as such the % change is not meaningful.

4. Excluding Executive Directors and Non-Executive Directors.

5. Louisa Burdett was appointed on 1 January 2023 and resigned as a Director of the Company on 24 May 2024, leaving the Company on 17 June 2024.

6. In 2020 John Ramsay was appointed as the Chair of the Audit Committee. His fees were pro-rated accordingly.

7. Jacqui Ferguson was appointed as the Chair of the Remuneration Committee on 1 September 2022. Her fees were pro-rated accordingly.

8. John Ramsay was appointed to the Board on 1 January 2020 and therefore has no comparable remuneration figures for 2019.

9. Julie Kim was appointed to the Board on 1 September 2021 and voluntarily decided to waive her fees for 2021 and January 2022. She therefore has no comparable remuneration figures for 2020 or 2021.

10. Nawal Ouzren was appointed to the Board on 1 February 2022 and therefore has no comparable remuneration figures for 2021.

11. Chris Good was appointed to the Board on 27 April 2023 and therefore has no comparable remuneration figures for 2022.

12. Danuta Gray was appointed to the Board on 1 February 2024 and therefore has no comparable remuneration figures for 2023.

13. Ian Bull was appointed to the Board on 25 June 2024 and therefore has no comparable remuneration figures for 2023.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

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99 Croda International Plc Annual Report & Accounts 2024

Relative importance of the spend on pay

The chart below shows the movement in spend on staff costs versus that in dividends and adjusted

profit after tax.

20232024

£372.8m

£339.1m

£153.5m

£152.2m

£200.2m

£235.1m

£0m £50m £100m £150m £200m £250m £300m £350m £400m

Employee

remuneration

cost

Dividends

Adjusted profit

after tax

1. Employee remuneration costs, as stated in the notes to the Group accounts on page 141. These comprise all amounts charged

against profit in respect of employee remuneration for the relevant financial year, less redundancy costs and share-based

payments, both of which can vary significantly from year to year.

2. Dividends are the amounts payable in respect of the relevant financial year.

3. Adjusted profit after tax is profit for the relevant year adjusted for exceptional items, acquisition costs, amortisation of intangible

assets arising on acquisition and the tax thereon.

14. Statement of voting (unaudited information)

Remuneration Policy

2023 AGM

Annual Report on Remuneration

2024 AGM

Number of votes number of votes % of votes number of votes % of votes

Votes cast in favour 108,740,593 94.16% 110,627,859 95.12%

Votes cast against 6,741,782 5.84% 5,670,564 4.88%

Total votes cast 115,482,375 100% 116,298,423 100%

Withheld 42,225 157,691

I will be available at the AGM to respond to any questions shareholders may raise on the Committee’s

activities.

On behalf of the Board

Jacqui Ferguson

Chair of the Remuneration Committee

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100 Croda International Plc Annual Report & Accounts 2024

E. Summary of the Remuneration Policy

An updated Remuneration Policy was presented and approved by shareholders at the 2023 AGM. It is intended that this will operate until the AGM in 2026. The full Remuneration Policy can be found on pages 113 to

121 of our Annual Report & Accounts 2022.

Remuneration Policy table

The table below sets out the main components of Croda’s Remuneration Policy for Executive Directors:

Operation Maximum opportunity Framework used to assess performance and for the recovery of sums paid

Basic salary – to assist in the recruitment and retention of high-calibre Executives

Normally reviewed annually with increases effective

from 1 January. Base salaries will be set by the

Committee, considering:

• The performance and experience of the

individual concerned.

• Any change in scope, role and/or responsibilities.

• Pay and employment conditions elsewhere in

the Group.

• Rates of inflation and market-wide wage increases

across international locations.

• The geographical location of the Executive Director.

• Rates of pay in relevant sector and pan-sector

companies of a comparable size and complexity.

• Salaries may be increased each year in percentage

of salary terms.

• The Committee will be guided by the salary

increase budget set in each region and across the

workforce generally.

• Increases beyond those linked to the region of the

Executive Director or the workforce as a whole (in

percentage of salary terms) may be awarded by the

Committee at its discretion. For example, where

there is a change in responsibility, experience or a

significant increase in the scale of the role and/or

size, value or complexity of the Group.

The Committee retains the flexibility to set the salary

of a new hire at a discount to the market level initially,

and to implement a series of planned increases in

subsequent years, in order to bring the salary to the

desired positioning, subject to individual performance.

• The Committee considers individual salaries taking due account of the relevant factors set

out in this policy, which includes individual performance.

Benefits – to provide competitive benefits to act as a retention mechanism and reward service

The Group typically provides the following benefits:

• Company car (or cash allowance).

• Private fuel allowance.

• Private health insurance, life assurance and other

insured benefits.

• Other ancillary benefits, including travel

reimbursement, relocation expenses/arrangements

(including tax thereon) as required.

Additional benefits might be provided from time to time

(for example in circumstances where an Executive

Director is deployed to or recruited from overseas).

The Committee will consider whether the payment of

any additional benefits is appropriate and proportionate

when determining whether they are paid.

The cost of benefits is not pre-determined and may

vary from year to year based on the cost to the Group.

None.

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101 Croda International Plc Annual Report & Accounts 2024

Operation Maximum opportunity Framework used to assess performance and for the recovery of sums paid

Performance-related senior annual Bonus Plan – to incentivise and reward delivery of the Group’s key annual objectives and to contribute to longer-term alignment with shareholders

The senior annual Bonus Plan provides for payment

of an annual bonus to Executive Directors and other

senior employees of the Group, subject to certain

performance conditions.

Normally one third of any bonus payable is compulsorily

deferred into shares for three years through the

Deferred Bonus Share Plan (DBSP).

The Committee has the discretion to permit DBSP

awards to benefit from dividends on shares that vest.

The balance of the bonus is paid in cash.

Group Chief Executive: 175% of salary.

Other Executive Director: 150% of salary.

In exceptional circumstances, and only in connection

with recruitment, annual awards may be made up to

200% of salary. This maximum does not apply to the

incumbent Executive Directors at the time the policy

is approved.

• The majority of the bonus will typically be based on challenging financial targets set in line

with the Group’s KPIs (for example profit growth targets).

• For a minority of the bonus, targets related to other Group measures, such as sustainability,

may be included where this is considered appropriate by the Committee.

• For a profit measure, bonus normally starts to accrue once the threshold target is met, from

0% payable rising on a graduated scale to 100% for outperformance. Were an additional

financial KPI metric to be introduced, the amount payable for threshold performance would

not exceed 25% of maximum.

• In relation to any sustainability measure, the structure of the target will vary based on the

nature of the target set.

• The Committee applies a Discretion Framework, which includes health, safety and

environmental performance, when determining the actual overall level of individual bonus

payments and it may adjust the bonus awards (including potentially reducing to zero) if it

considers it appropriate to do so.

• Bonuses paid are subject to provisions that enable the Committee to recover value overpaid

through the withholding of variable pay previously earned or granted (malus) or through

requesting a payment from an individual (clawback) in the event of a misstatement of results,

an error in assessing the performance conditions, serious misconduct, serious reputational

damage or material corporate failure. The provisions will operate for a three-year period

following the date on which the bonus is paid.

Performance Share Plan (PSP) – to incentivise and reward the execution of business strategy over the longer term and to reward sustained growth in profit and shareholder value

The PSP provides for awards of free shares (i.e. either

conditional shares or nil-cost options) normally made

annually which vest after three years subject to

continued service and the achievement of challenging

performance conditions.

Shares are subject to a two-year post-vesting

holding period.

The Committee has the discretion to permit awards to

benefit from the dividends paid on shares that vest.

Normal maximum opportunity of:

• Group Chief Executive: 250% of salary.

• Other Executive Director: 200% of salary.

In exceptional circumstances (e.g. recruitment),

awards may be granted up to 300% of salary

(e.g. to compensate for value forfeited from a

previous employer).

• Granted subject to a blend of challenging financial (e.g. EPS), shareholder return (e.g. relative

TSR) and strategic (e.g. sustainability) targets. The performance targets may also include an

additional underpin (e.g. a ROIC underpin).

• Targets will normally be tested over three years.

• In relation to financial targets (e.g. EPS growth and TSR), 25% of awards subject to such

targets will vest for threshold performance with a graduated scale operating through to full

vesting for equalling or exceeding the maximum performance targets (no awards vest for

performance below threshold). In relation to strategic targets or underpin targets, the

structure of the target will vary based on the nature of target set (e.g. for milestone strategic

targets it may not always be practicable to set such targets using a graduated scale and so

vesting may take place in full for strategic targets if the criteria are met in full).

• Vesting is also dependent on application of the Discretion Framework, including satisfactory

underlying financial performance of the Group over the performance period, and the

Committee may adjust outcomes (including potentially reducing to zero) if it considers it

appropriate to do so.

• There are also provisions that enable the Committee to recover value overpaid through the

withholding of variable pay previously earned or granted (malus) or through requesting a

payment from an individual (clawback) in the event of a misstatement of results, an error in

assessing the performance conditions, serious misconduct, serious reputational damage or

material corporate failure. The provisions will operate for a three-year period following the

date on which the PSP awards vest.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

102 Croda International Plc Annual Report & Accounts 2024

Operation Maximum opportunity Framework used to assess performance and for the recovery of sums paid

All-employee share plans – to encourage retention and long-term shareholding in the Company and to provide all employees with the opportunity to become shareholders in the Company on similar terms

Periodic invitations are made to participate in the

Group’s Sharesave Scheme and Share Incentive Plan.

Shares acquired through these arrangements have

significant tax benefits in the UK subject to satisfying

certain HMRC requirements.

The plans can only operate on an all-employee basis.

The plans operate on similar terms but on a non-tax

favoured basis outside the UK as appropriate.

In the event that Croda were to introduce an all-

employee plan similar in nature to the current

Sharesave and Share Incentive Plan, or where an

Executive Director is located overseas, the Committee

retains the discretion to allow Executive Directors to

participate in all-employee share plans on the same

basis as other employees.

• In relation to HMRC plans (or equivalent) the

maximum participation level is as per HMRC limits.

• For any other all-employee plan the maximum

opportunity available to Executive Directors will be

equivalent to the maximum applying to all

employees.

• There are no post-grant targets currently applicable to the Group’s Sharesave and Share

Incentive Plan.

Pension – to provide competitive long-term retirement benefits and to act as a retention mechanism and reward service

Pension benefits are typically provided either through

(i) participation in the UK’s defined benefit pension plan

with a cash supplement provided above any pension

salary cap; or (ii) a cash supplement provided in lieu of

pension.

In the event an Executive Director is located overseas,

the Committee retains the discretion to offer pension

benefits in line with local practice. Only basic salary is

pensionable.

• In line with current pension benefits provided to all

UK employees, Career Average Revalued Earnings

(CARE) scheme with a maximum 1/60

accrual up

to a capped salary plus cash allowance of 20% of

salary above the cap; or cash allowance of 20% of

salary.

• Pension benefits for an overseas Executive Director

would be aligned with workforce rates.

None.

Legacy arrangements

For the current CEO, and in line with other employees, there is a legacy capped defined benefit pension scheme. While there are no future accruals, the arrangement remains inflation-linked.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Remuneration Committee report continued

103 Croda International Plc Annual Report & Accounts 2024

Other disclosures

Pages 50 to 106 inclusive, together with the

sections of the Annual Report and Accounts

incorporated by reference, constitute a Directors’

Report that has been drawn up and presented in

accordance with applicable English company

law; the liabilities of the Directors in connection

with that report are subject to the limitations and

restrictions provided by that law.

Research and development

Research and development activities are

undertaken with the prospect of gaining new

scientific or technical knowledge and

understanding.

Dividends

The Directors are recommending a final dividend

of 63.0p per share (2023: 62.0p). If approved by

shareholders, total dividends for the year will

amount to 110.0p per share (2023: 109.0p). Details

of dividends are shown in note 8 on page 140;

details of the Company’s Dividend Reinvestment

Plan can be found on page 173. The Company

has established various Employee Benefit Trusts

(EBTs) in connection with the obligation to satisfy

future share awards under employee share

incentive schemes. The trustees of the EBTs have

waived their rights to receive dividends on certain

Ordinary Shares of the Company held in the EBTs.

Such waivers represent less than 1% of the total

dividend payable on the Company’s Ordinary

Shares. Further details of the EBTs can be found

in note 24 on page 161.

In response to a rise in the number of uncashed

dividend cheques, we have decided that in future

dividend payments will only be made by

electronic means. This will start with the interim

dividend, which we expect to pay in October

2025. From that point on we will no longer be

issuing payments by cheque. Further details on

how you can register your bank account details,

so you can have dividends paid directly to your

account, can be found in the shareholder

information section on page 173.

Directors

The Company’s Articles of Association (Articles)

give the Directors power to appoint and replace

Directors. Under the terms of reference of the

Nomination Committee, any appointment must

be recommended by the Nomination Committee

for approval by the Board of Directors. The

present Directors of the Company are shown

on pages 52 to 53.

In line with the 2018 UK Corporate Governance

Code, each Director will be standing for election

or re-election at the AGM, with the exception of

John Ramsay. Details of the Directors’ service

contracts are given in the Directors’ Remuneration

Report on page 97.

Apart from the share option schemes, long-term

incentive schemes and service contracts, no

Director had any beneficial interest in any

contract to which the Company or a subsidiary

was a party during the year. A statement

indicating the beneficial and non-beneficial

interests of the Directors in the share capital of

the Company, including share options, is shown in

the Directors’ Remuneration Report on page 94.

The Directors are responsible for managing the

business of the Company and may exercise all the

powers of the Company subject to the provisions

of relevant statutes, the Company’s Articles and

any directions given by special resolution.

Directors’ indemnities

The Company maintains Directors’ and Officers’

liability insurance that gives appropriate cover for

any legal action brought against its Directors. The

Company has also granted indemnities to each of

its Directors, members of the Executive Committee

and the Company Secretary, which represent

‘qualifying third party indemnity provisions’ (as

defined by Section 234 of the Companies Act

2006), in relation to certain losses and liabilities

that the Directors, Executive Committee members

or the Company Secretary may incur to third

parties in the course of acting as Directors or the

Company Secretary or as employees of the

Company or of any associated company. In

addition, such indemnities have been granted to

other officers of the Company who are Directors

of subsidiary companies within the Group. Such

indemnities were in place during 2024 and at the

date of approval of the Group financial statements.

Share capital

At the date of this report, 142,536,884 Ordinary

Shares of 10.609756p each have been issued and

are fully paid up and quoted on the London Stock

Exchange. At the date of this Report, the

Company has issued and fully paid up 21,900

7.5% Cumulative Preference Shares, 498,434 6.6%

Cumulative Preference Shares and 615,562 5.9%

Cumulative Preference Shares, all of £1 each (the

Preference Shares). The rights and obligations

attached to the Company’s Ordinary Shares and

Preference Shares are set out in the Articles. The

Articles are available on the Company’s website

www.croda.com or copies can be obtained from

Companies House in the UK or by writing to the

Company Secretary. There are no restrictions on

the voting rights attached to the Company’s

Ordinary Shares or on the transfer of securities

in the Company. The 7.5% Cumulative Preference

Shares do not confer on the holders any right to

receive notice of or to be present or to vote at

any general meeting of the Company unless the

cumulative preferential dividend on such shares

is more than 12 calendar months in arrears. The

6.6% and 5.9% Cumulative Preference Shares

do not confer on the holders any right to receive

notice of or to be present or to vote at any

general meeting of the Company, unless the

cumulative preferential dividend on such shares

is more than six calendar months in arrears or the

business of the general meeting includes the

consideration of a resolution for reducing the

share capital of the Company, to sell the

undertaking of the Company or to alter the

Articles. No person holds securities in the

Company that carry special rights with regard to

control of the Company. The Company is not

aware of any agreements between holders of

securities that may result in restrictions on the

transfer of securities or on voting rights.

Power to issue or buy back shares

At the 2024 AGM, authority was given to the

Directors to allot unissued shares in the Company

up to a maximum amount equivalent to

approximately one third of the issued share

capital, excluding shares held in treasury, for

general purposes, plus up to a further one third

of the Company’s issued share capital, excluding

shares held in treasury, but only in the case of a

rights issue.

A further special resolution passed at that

meeting granted authority to the Directors to allot

equity securities in the Company for cash, without

regard to the pre-emption provisions of the

Companies Act 2006. Both of these authorities

expire on the date of the 2025 AGM, that is

23 April 2025, and so the Directors propose to

renew them for a further year.

Directors’ report

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Directors’ report

104 Croda International Plc Annual Report & Accounts 2024

Substantial shareholdings

As at 31 December 2024, in accordance with

DTR 5, the holders of notifiable interests in the

Company’s share capital are shown in the

table below.

Number of

% of issued

capital

Norges Bank 13,261,024 9.49%

BlackRock, Inc. 8,534,795 6.62%

Massachusetts

Financial

Services Company 6,978,719 4.99%

Employees

Diversity: We are committed to the principle of

equal opportunity in employment and to ensuring

that no applicant or employee receives less

favourable treatment on the grounds of any

protected characteristic or is disadvantaged by

conditions or requirements that cannot be shown

to be justified. Group human resources policies

are clearly communicated to all of our employees

and are available through the Company intranet.

Recruitment and progression: It is established

policy throughout the business that decisions on

recruitment, career development, promotion and

other employment related issues are made solely

on the grounds of individual ability, achievement,

expertise and conduct.

We give full and fair consideration to applications

for employment from people with disabilities,

having regard to their particular aptitudes and

abilities. Should an employee become disabled

during their employment with the Company, they

are fully supported by our Occupational Health

provision. Efforts are made to continue their

employment with reasonable adjustments being

made to the workplace and role where feasible.

Retraining is provided if necessary.

Development and learning: The Company

recognises that the key to future success lies

in the skills and abilities of its dedicated global

workforce. The continuous development of all

of our employees is key to meeting the future

demands of our customers, especially in

relation to enhanced creativity, innovation

and customer service.

Involvement: We are committed to ensuring that

employees share in the success of the Group.

Owning shares in the Company is an important

way of strengthening involvement in the

development of the business and bringing

together employees’ and shareholders’ interests.

In 2024, 79% of our UK employees and 64% of our

non-UK employees participated in one of our

all-employee share plans, indicating employees’

continued desire to be involved in the Company.

Employees are kept informed of matters of

interest to them in a variety of ways, including

the Company magazine, Croda Way; quarterly

updates; the Company intranet, SharePoint; team

briefings; podcasts; webinars; Yammer, and Croda

Now email messages. These communications help

achieve a common awareness of the financial and

economic factors affecting the performance

of Croda and of changes within the business.

We are committed to providing employees with

opportunities to share their views and provide

feedback on issues that are important to them.

The Directors maintain oversight of employee

matters through the Board and Committee

meeting processes and information flows,

including regular updates on employee matters

and employee feedback received through

employee engagement surveys. How the Directors

engaged with employees and considered their

interests when taking key decisions is further

detailed on pages 56 to 59.

Non-financial reporting directive

The Companies (Strategic Report) (Climate-

related Financial Disclosure) Regulations 2022

(the Regulations) require companies to disclose

non-financial information necessary to provide

investors and other stakeholders with a better

understanding of a company’s development,

performance, position and impact of its activity.

Throughout this Annual Report the Directors have

disclosed a mix of financial and non-financial KPIs

which they believe best reflect the Group’s

strategic priorities, and which will help to convey

an understanding of the culture of the business

and the drivers which contribute to the ongoing

success of the Company. Please see the

non-financial and sustainability information

statement on pages 48 to 49 which sets out

where stakeholders can find information relating

to non-financial matters.

Mandatory XBRL tagging

The Board reviewed the process that had been

developed to ensure that the primary financial

statements and the notes to the financial

statements had been tagged in line with

required taxonomy.

Other disclosures

Certain information that is required to be included in

the Directors’ Report can be found elsewhere in this

document as referred to below, and is incorporated

by reference into the Directors’ Report:

• Information on greenhouse gas emissions can

be found on pages 17 and 43.

• Information on energy consumption can be

found on page 43.

• Information on energy efficiency can be found

on page 43.

• Information on gas emissions, energy

consumption and energy efficiency – other

disclosures can be found on page 43.

• For the purposes of UK Listing Rule (UKLR)

6.6.6R(8) the information on climate-related

financial disclosures consistent with the TCFD

recommendation and the TCFD recommended

disclosure can be found on pages 37 to 47.

• Further details of the actions which the Group

is taking to reduce emissions can also be found

in the Sustainability Impact Report and at www.

croda.com.

• An indication of likely future developments in

the Group’s business can be found throughout

the Strategic Report, starting on page 1.

• The long-term viability statement can be found

on page 36.

• Information on the appropriateness of adopting

the going concern basis of the accounts can be

found on page 127.

• Our approach to risk management can be

found on pages 29 to 31.

• Details of the services provided to

shareholders can be found on pages 173 to 174

and on the Company’s website.

• An indication of the Company’s overseas

branches are on pages 169 to 172.

• The Company’s compliance with the 2018

UK Corporate Governance Code is stated on

page 50.

There have been no events affecting the

Company since the financial year end to report to

shareholders in accordance with the Accounts

Regulations and Disclosure Guidance and

Transparency Rules.

For the purposes of UK Listing Rule (UKLR) 6.6.1,

the information required to be disclosed by UKLR

6.6.1 can be found in the adjacent table.

All the information cross referenced above is

incorporated by reference into the Directors’ Report.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Directors’ report continued

105 Croda International Plc Annual Report & Accounts 2024

References in this document to other documents

on the Company’s website, such as the

Sustainability Impact Report, are included as an

aid to their location and are not incorporated by

reference into any section of the Annual Report

and Accounts.

Independent auditor

Our auditor, KPMG, have indicated their

willingness to continue in office and, on the

recommendation of the Audit Committee, a

resolution regarding their re-appointment and

remuneration will be submitted to the AGM on

23 April 2025.

Audit information

The Directors confirm that, so far as they are

aware, there is no relevant audit information

of which the Company’s auditor is unaware,

and that they have each taken all the steps they

ought to have taken as a Director in order to

make themselves aware of any relevant audit

information and to establish that the Company’s

auditor is aware of that information.

Articles of Association

Unless expressly specified to the contrary in the

Articles, the Company’s Articles may be amended

by a special resolution of the Company’s

shareholders.

A copy of the Articles is available at www.croda.com

UK Listing Rule 6.6.1 information

Section Topic Page reference

(1) Capitalised interest Not applicable

(2) Publication of unaudited financial information Not applicable

(3) Details of long term incentive schemes established specifically

to recruit or retain a Director

Not applicable

(4) (5) Waiver of emoluments by a Director Pages 95

(6) (7) Allotments of equity securities for cash Not applicable

(8) Participation in a placing of equity securities Not applicable

(9) Contracts of significance Page 105

(9) (10) Controlling shareholder disclosures Not applicable

(11) (12) Dividend waiver Page 103

(13) Independence from controlling shareholder Not applicable

Significant contracts and change

of control

The Group has borrowing facilities which may

require the immediate repayment of all

outstanding loans together with accrued interest

in the event of a change of control. The rules of

the Company’s employee share plans set out the

consequences of a change in control of the

Company on participants’ rights under the plans.

Generally, such rights will vest and become

exercisable on a change of control subject to the

satisfaction of performance conditions. None of

the Executive Directors’ service contracts contain

provisions that are affected by a change of

control and there are no other agreements that

the Company is party to that take effect, alter

or terminate in the event of a change of control

of the Company, which are considered to be

significant in terms of their potential

impact on the Group. The Company does not

have any contractual or other arrangements

that are essential to the business of the Group.

Political donations

No donations were made for political purposes

during the year (2023: £nil).

Financial risk management

The Group’s exposure to and management of

capital, liquidity, credit, interest rate and foreign

currency risks are contained in note 20 on pages

152 to 156.

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Directors’ report continued

106 Croda International Plc Annual Report & Accounts 2024

Statement of Directors’

responsibilities in respect of

the Annual Report and the

financial statements

The Directors are responsible for preparing

the Annual Report and the Group and parent

Company financial statements in accordance

with applicable law and regulations.

Company law requires the Directors to prepare

Group and parent Company financial statements

for each financial year. Under that law they are

required to prepare the Group financial statements

in accordance with international accounting

standards in conformity with the requirements

of the UK-adopted international accounting

standards and applicable law and have elected to

prepare the parent Company financial statements

in accordance with UK accounting standards and

applicable law, including FRS 101 Reduced

Disclosure Framework.

Under Company law the Directors must not

approve the financial statements unless they are

satisfied that they give a true and fair view of the

state of affairs of the Group and parent Company

and of the Group’s profit or loss for that period. In

preparing each of the Group and parent Company

financial statements, the Directors are required to:

• select suitable accounting policies and then

apply them consistently;

• for the parent Company financial statements,

make judgements and estimates that are

reasonable, relevant, reliable and prudent;

• for the Group financial statements, state

whether they have been prepared in

accordance with international accounting

standards in conformity UK-adopted

international accounting standards;

• for the parent Company financial statements,

state whether applicable UK accounting

standards have been followed, subject to any

material departures disclosed and explained in

the parent Company financial statements;

• assess the Group and parent Company’s ability

to continue as a going concern, disclosing, as

applicable, matters related to going concern; and

• use the going concern basis of accounting

unless they either intend to liquidate the Group

or the parent Company or to cease operations,

or have no realistic alternative but to do so.

The Directors are responsible for keeping

adequate accounting records that are sufficient

to show and explain the parent Company’s

transactions and disclose with reasonable

accuracy at any time the financial position of the

parent Company and enable them to ensure that

its financial statements comply with the

Companies Act 2006. They are responsible for

such internal control as they determine is

necessary to enable the preparation of financial

statements that are free from material

misstatement, whether due to fraud or error, and

have general responsibility for taking such steps

as are reasonably open to them to safeguard the

assets of the Group and to prevent and detect

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

complies 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. Legislation in the UK governing the

preparation and dissemination of financial

statements may differ from legislation in

other jurisdictions.

In accordance with Disclosure Guidance and

Transparency Rule (“DTR”) 4.1.16R, the financial

statements will form part of the annual financial

report prepared under Disclosure Guidance and

Transparency Rule (“DTR”) 4.1.17R and 4.1.18R. The

auditor’s report on these financial statements

provides no assurance over whether the annual

financial report has been prepared in accordance

with those requirements.

Responsibility statement of the

Directors in respect of the annual

financial report

We confirm that to the best of our knowledge:

• the financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and fair view

of the assets, liabilities, financial position and

profit or loss of the Company and the

undertakings included in the consolidation

taken as a whole; and

• the Strategic Report includes a fair review of the

development and performance of the business

and the position of the issuer and the

undertakings included in the consolidation taken

as a whole, together with a description of the

principal risks and uncertainties that they face.

We consider the Annual Report and Accounts,

taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the Group’s

position and performance, business model and

strategy.

The Directors’ Report and the Strategic Report,

including the sections of the Annual Report and

Accounts incorporated by reference, is the

‘management report’ for the purposes of the

Financial Conduct Authority Disclosure Guidance

and Transparency Rules (DTR 4.1.8R). It was

approved by the Board on 24 February 2025 and

is signed on its behalf by

Tom Brophy,

Group General Counsel, Company Secretary and

President Sustainability

24 February 2025

FINANCIAL STATEMENTS OTHER INFORMATIONGOVERNANCESTRATEGIC REPORT

Directors’ report continued

107 Croda International Plc Annual Report & Accounts 2024

KPMG LLP’s Independent Auditor’s Report

To the members of Croda International Plc

1. Our opinion is unmodified

In our opinion:

• the financial statements of Croda International Plc give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024, 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 UK accounting standards, including FRS 101 Reduced Disclosure Framework; and

• the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What our opinion covers

We have audited the Group and Parent Company financial statements of Croda International Plc (‘the Company’) for the year ended 31 December 2024 (‘FY24’) included in the Annual Report and Accounts, which

comprise:

Group (Croda International Plc and its subsidiaries)

Parent Company (Croda International Plc)

Group Income Statement;

Group Statement of Comprehensive Income;

Group Balance Sheet;

Group Statement of Cash Flows;

Group Cash Flow Notes;

Group Statement of Changes in Equity; and

Notes 1 to 27 to the Group financial statements, including the accounting policies on page 127.

Company Balance Sheet;

Company Statement of Changes in Equity; and

Notes

A to O to the Parent Company financial statements, including the accounting policies on page 165.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is

a sufficient and appropriate basis for our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included in our reporting to the Audit Committee (‘AC’).

We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public

interest entities.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

108 Croda International Plc Annual Report & Accounts 2024

2. Overview of our audit

Factors driving

our view of risks

Our risk assessment considers the Group’s operations, the macro-economic environment and other relevant

external factors which impact the results of the Group. Having considered these external factors, we have identified

the below key audit matters.

We have identified the valuation of the UK defined benefit pension scheme liabilities as a key audit matter given the

scheme remains open to future accrual and new members, and small changes in the assumptions and estimates

with respect to the obligation m

ay have a significant effect on the financial position of the Group.

We have identified the carrying amount of the Parent Company’s investments in subsidiaries as the key audit matter

for the Parent Company. We do not consider the recoverable amount of these amounts to be at high risk of

significant misstatement, or to be s

ubject to a significant level of judgement. However, due to their materiality in the

context of the Parent Company financial statements as a whole, this is considered to be one of the areas which had

the greatest effect on our overall audit strategy and al

location of resources in planning and completing our

company audit.

Following the reassessment of the

Group’s cash generating units (‘CGUs’), described on page 127 and the improved

financial performance we no longer consider Flavours goodwill impairment to be a key audit matter. This is based

on the CGU headroom shown within the relevant model and our risk assessment procedures which have considered

how sensitive th

e revised CGU is to key assumptions such as short-term revenue growth, long term growth rates

and the discount rate.

Key

Audit Matters (“KAM”)

Vs FY23

Item

Valuation of UK defined benefit pension

scheme liabilities

4.1

Recoverability of Parent Company’s investments

in subsidiaries

4.2

Key

No change

Audit Committee

interaction

During the year, the Audit Committee (‘AC’) met five times. KPMG are invited to attend all AC meetings and are provided with an opportunity to meet with the AC in private sessions without

the Executive Directors being present. For each Key Audit Matter, we have set out communications with the AC in section

4, including matters that required particular judgement for each.

The matters included in the Audit Committee Chair’s report on page

69 are materially consistent with our observations of those meetings.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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109 Croda International Plc Annual Report & Accounts 2024

Our

independence

We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with,

UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities.

We have not performed any non

-audit services during FY24 or subsequently which are prohibited by the FRC Ethical

Standard.

We were first appointed as auditor by

the shareholders for the year ended 31 December 2018. The period of total

uninterrupted engagement is for the 7 financial years ended 31 December 2024.

The Group engagement partner is required to rotate every 5 years. As these are the fourth set of the Group’s financial

statements signed by Ian Griffiths, he will be required to rotate off after the FY25 audit.

The

average tenure of component engagement partners is 2.7 years, with the shortest being 1 and the longest

being

Total audit fee

£2.7m

Audit related fees (including interim review)

£0.3m

Other services

£0.001m

Non-audit fee as a % of total audit and audit

related fee %

0.03%

Date first appointed

25 April 2018

Uninterrupted audit tenure

7 years

Next financial period which requires a tender

2028

Tenure of Group engagement partner

4 years

Average tenure of component engagement

partners

2.8 years

Materiality

(item 6 below)

The scope of our work is influenced by our view of materiality and our assessed risk of material misstatement.

We have determined overall materiality for the Group financial statements as a whole at £16.0m (FY23: £16.0m) and

for the Parent Company financial statements as a whole at £7.9m (FY23: £8.7m).

Consistent with FY23, we determined Group materiality with reference to a benchmark of normalised Group profit

before tax (‘PBTCO’) of £

222.8m (2023: £262.5m) as Croda is a profit-making trading business. We normalised PBTCO

by adding back adjustments that do not represent the normal, continuing operations of the Group and by averaging

over 5 years. The items we adjusted for were

restructuring costs, business transformation costs, and movements in

environmental provisions

(2023: goodwill impairment and restructuring costs) disclosed in note 3. We also selected 5

years (2023: 5 years) to average PBTCO to account for the fluctuations in the Group's performance due

to events such

as the Group’s PTIC disposal, revenue generated from the Group’s involvement in the Covid

-19 vaccination

programme and the recent fall in demand due to customer destocking.

As such, we based our Group materiality on normalised PBTCO, of which it represents

4.9% (FY23: 4.7%).

Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent

Company total assets of which it

represents 0.3% (FY23: 0.3%).

Group

Group Materiality

GPM

Group Performance Materiality

HCM

Highest Component Materiality

PLC

Parent Company Materiality

LCM

Lowest Component Materiality

AMPT

Audit Misstatement Posting Threshold

Group

8.8

8.7

7.9

1.6

0.8

GPM

HCM

PLC

LCM

AMPT

2023

Materiality levels used in our audit

2024

2. Overview of our audit

Factors driving

our view of risks

Our risk assessment considers the Group’s operations, the macro-economic environment and other relevant

external factors which impact the results of the Group. Having considered these external factors, we have identified

the below key audit matters.

We have identified the valuation of the UK defined benefit pension scheme liabilities as a key audit matter given the

scheme remains open to future accrual and new members, and small changes in the assumptions and estimates

with respect to the obligation m

ay have a significant effect on the financial position of the Group.

We have identified the carrying amount of the Parent Company’s investments in subsidiaries as the key audit matter

for the Parent Company. We do not consider the recoverable amount of these amounts to be at high risk of

significant misstatement, or to be s

ubject to a significant level of judgement. However, due to their materiality in the

context of the Parent Company financial statements as a whole, this is considered to be one of the areas which had

the greatest effect on our overall audit strategy and al

location of resources in planning and completing our

company audit.

Following the reassessment of the

Group’s cash generating units (‘CGUs’), described on page 127 and the improved

financial performance we no longer consider Flavours goodwill impairment to be a key audit matter. This is based

on the CGU headroom shown within the relevant model and our risk assessment procedures which have considered

how sensitive th

e revised CGU is to key assumptions such as short-term revenue growth, long term growth rates

and the discount rate.

Key

Audit Matters (“KAM”)

Vs FY23

Item

Valuation of UK defined benefit pension

scheme liabilities

4.1

Recoverability of Parent Company’s investments

in subsidiaries

4.2

Key

No change

Audit Committee

interaction

During the year, the Audit Committee (‘AC’) met five times. KPMG are invited to attend all AC meetings and are provided with an opportunity to meet with the AC in private sessions without

the Executive Directors being present. For each Key Audit Matter, we have set out communications with the AC in section

4, including matters that required particular judgement for each.

The matters included in the Audit Committee Chair’s report on page

69 are materially consistent with our observations of those meetings.

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110 Croda International Plc Annual Report & Accounts 2024

Group scope

(

item 7 below)

We have performed risk assessment procedures to determine which of the Group’s components are likely to include

risks of material misstatement to the Group financial statements, what audit procedures to perform at these

components and the extent of involvement required from our component auditors around the world.

Of the Group’s

83 reporting components, we performed audit procedures over 13 components based on both their

individual financial significance for specific captions and to ensure the remaining financial information was of an

appropriate level.

In addition, for the remaining components for which we performed no audit procedures, we performed analysis

at an aggregated Group level to re

-examine our assessment that there is not a reasonable possibility of a material

misstatement in these components.

We consider the scope of

our audit, as communicated to the Audit Committee, to be an appropriate basis for our

audit opinion.

Coverage of Group financial statements

Our audit procedures covered

68% of Group revenue.

performed audit procedures at the components that accounted

for 57% of Group profit before tax and 5

1% of Group total assets. In

addition, at the Group level, we performed audit procedures over

goodwill and deferred tax asset

s that together accounted for a further

3% of the total Group assets.

The impact of

climate change

on our audit

In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements. The Group is monitoring Climate Positive targets and

Science Based targets in line with limiting global warming to 1.5ºC

by 2030, and to be climate net zero by 2050. Climate change initiatives impact the Group in a variety of ways including

opportunities and risks relating to bio

-based raw material supply, operational and supply chain decarbonisation and emerging regulatory requirements such as carbon taxes. Further

information is provided on pages

37 to 47.

The Group considered the impact of climate change and the Group’s targets in the preparation of the financial statements, inc

luding an evaluation of critical accounting estimates and

judgements. The Group concluded that this did not have a material effect

on the consolidated financial statements, as described on page 127.

We performed a risk assessment, taking into account

climate change risks and commitments made by the Group, considering how climate change may impact the financial statements and

our audit. This included enquiries of management, consideration of the Group’s processes for assessing the potential impact o

f climate change risk on the consolidated financial statements

and assessing the TCFD scenario analysis performed by the Group, including their assessment of critical accounting estimates

and judgements, and the effect on our audit. Our risk

assessment consid

ered in particular the potential impact on the recoverable amount of goodwill and intangible assets, the estimates made regarding useful economic lives of property,

plant and equipment, going concern and the valuation of certain unquoted pension assets. Based on our risk assessment we dete

rmined that the climate related risks to the Group’s

business, strategy and financial planning do not have a significant impact on balances in the consolidated financial statemen

ts or on our key audit matters.

We have read the Group’s disclosure of climate related information in the front half of the Annual Report as set out on pages

37 to 47 and considered consistency with the financial

statements and our audit knowledge

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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111 Croda International Plc Annual Report & Accounts 2024

3. Going concern, viability and principal risks and uncertainties

The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company or to cease their operations, and as they have concluded that the

Group’s and the Parent Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as

a going concern for at least a year from the date of approval of the financial statements (‘the going concern period’).

Going concern

We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business

model and analysed how those risks might affect the Group’s and Parent Company’s financial resources or ability to continu

e operations

over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Parent Company’s

available

financial resources and metrics relevant to debt covenants over this period were:

•

Weaker demand which could have an adverse impact on the Group’s future cashflows, forecasts and overall profitability as seen

through 2024

We also considered less predictable but realistic second order impacts, such as regulatory incidents, site incidents and impa

ct of product

quality issues leading to a product recall or loss of revenue which could result in a rapid reduction of available fi

nancial resources.

We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by

assessing

the degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into acc

ount the Group’s

current and projected cash and facilities (a reverse stress test). We also assessed the completeness of the going concern dis

closure

on page

127.

Accordingly, based on those procedures, we found the Directors’ use of the going concern basis of accounting without any mate

rial

uncertainty for the Group and Parent Company to be acceptable.

However, as we cannot predict all future events or conditions and as

subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were mad

e, the

above conclusions are not a guarantee that the Group or

the Parent Company will continue in operation.

Our

conclusions

•

We consider that the Directors' use of the going concern basis

of accounting in the preparation of the financial statements is

appropriate;

•

We have not identified, and concur with the Directors' assessment

that there is not, a material uncertainty related to events or

conditions that, individually or collectively, may cast significant

doubt on the Group's or Parent Company's ability to continue as a

going concern for the going concern period;

•

We have nothing material to add or draw attention to in relation to

the Directors' Statement on page 127 to the financial statements on

the use of the going concern basis of accounting with no material

uncertainties that may cast significant doubt over the Group and

Parent Company's use of that basis for the going concern period,

and we found the going concern disclosure on page 127 to be

acceptable; and

•

The related statement under the Listing Rules set out on page 36

is materially consistent with the financial statements and our

audit knowledge.

Group scope

(

item 7 below)

We have performed risk assessment procedures to determine which of the Group’s components are likely to include

risks of material misstatement to the Group financial statements, what audit procedures to perform at these

components and the extent of involvement required from our component auditors around the world.

Of the Group’s

83 reporting components, we performed audit procedures over 13 components based on both their

individual financial significance for specific captions and to ensure the remaining financial information was of an

appropriate level.

In addition, for the remaining components for which we performed no audit procedures, we performed analysis

at an aggregated Group level to re

-examine our assessment that there is not a reasonable possibility of a material

misstatement in these components.

We consider the scope of

our audit, as communicated to the Audit Committee, to be an appropriate basis for our

audit opinion.

Coverage of Group financial statements

Our audit procedures covered

68% of Group revenue.

performed audit procedures at the components that accounted

for 57% of Group profit before tax and 5

1% of Group total assets. In

addition, at the Group level, we performed audit procedures over

goodwill and deferred tax asset

s that together accounted for a further

3% of the total Group assets.

The impact of

climate change

on our audit

In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements. The Group is monitoring Climate Positive targets and

Science Based targets in line with limiting global warming to 1.5ºC

by 2030, and to be climate net zero by 2050. Climate change initiatives impact the Group in a variety of ways including

opportunities and risks relating to bio

-based raw material supply, operational and supply chain decarbonisation and emerging regulatory requirements such as carbon taxes. Further

information is provided on pages

37 to 47.

The Group considered the impact of climate change and the Group’s targets in the preparation of the financial statements, inc

luding an evaluation of critical accounting estimates and

judgements. The Group concluded that this did not have a material effect

on the consolidated financial statements, as described on page 127.

We performed a risk assessment, taking into account

climate change risks and commitments made by the Group, considering how climate change may impact the financial statements and

our audit. This included enquiries of management, consideration of the Group’s processes for assessing the potential impact o

f climate change risk on the consolidated financial statements

and assessing the TCFD scenario analysis performed by the Group, including their assessment of critical accounting estimates

and judgements, and the effect on our audit. Our risk

assessment consid

ered in particular the potential impact on the recoverable amount of goodwill and intangible assets, the estimates made regarding useful economic lives of property,

plant and equipment, going concern and the valuation of certain unquoted pension assets. Based on our risk assessment we dete

rmined that the climate related risks to the Group’s

business, strategy and financial planning do not have a significant impact on balances in the consolidated financial statemen

ts or on our key audit matters.

We have read the Group’s disclosure of climate related information in the front half of the Annual Report as set out on pages

37 to 47 and considered consistency with the financial

statements and our audit knowledge

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112 Croda International Plc Annual Report & Accounts 2024

Disclosures of emerging and principal risks and longer-term viability

Our responsibility

We are required to perform procedures to identify whether there is a material inconsistency between the Directors' disclosure

s in respect

of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

•

the Directors’ confirmation within the long-term viability statement on page 31 that they have carried out a robust assessment of the

emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency

and liquidity;

•

the Principal Risks disclosures describing these risks and how emerging risks are identified and explaining how they are being managed

and mitigated; and

•

the Directors’ explanation in the long-term viability statement of how they have assessed the prospects of the Group, over what period

they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable

expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their

assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We are also required to review the long

-term viability statement set out on page 36 under the Listing Rules.

Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements

audit. As we

cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent w

ith judgements that

were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to th

e Group’s

and Parent Company’s longer

-term viability.

Our reporting

We have nothing material to add or draw attention to in relation to

these disclosures.

We have concluded that these disclosures are materially consistent

with the financial statements and our audit knowledge.

4. Key audit matters

What we mean

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement

(whether or not due to fraud) identified by us, including those which had the greatest effect on:

•

the overall audit strategy;

•

the allocation of resources in the audit; and

•

directing the efforts of the engagement team.

We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters and our results from those procedures. These matters were

addressed, and our results are based on procedures undertaken, for the purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.

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113 Croda International Plc Annual Report & Accounts 2024

4.1

Valuation of UK defined benefit pension scheme liabilities (Group)

Financial Statement Elements

Our assessment of risk vs FY23

Our results

FY24

FY23

Our assessment is that the risk is similar to FY23

FY24: Acceptable

FY23: Acceptable

Gross defined benefit obligations £781.4m (FY23: £867.3m);

although this specific risk is only

associated with the UK

scheme £

653.9m (FY23: £735.5m)

£653.9m

£735.5m

Description of the Key Audit Matter

Our response to the risk

Subjective valuation

•

The Group has a defined benefit pension scheme in the UK that is material

in the context of the overall balance sheet and the results of the Group.

•

Significant assumptions, including the discount rate, the inflation rate and the

mortality rate, are made in valuing the Group’s defined benefit pension

obligations (before deducting the scheme assets). The UK scheme is also

open to future accrual and new members, and small changes in the

assumptions and estimates with respect to the obligation may have a

significant effect on the financial position of the Group. The Group engages

external actuarial specialists to assist them in selecting appropriate

assumptions and calculate the liabilities.

•

The effect of these matters is that, as part of our risk assessment, we

determined that the valuation of the defined benefit obligations has a high

degree of estimation uncertainty, with a potential range of reasonable

outcomes greater than our materiality for the financial statements as a whole,

and possibly many times that amount.

The financial

statements (note 11) disclose the sensitivity estimated by the Group.

Our procedures to address the risk included:

•

Benchmarking assumptions: we challenged key assumptions applied (discount rate, inflation rate, and mortality rate)

with the support of our own actuarial specialists, including a comparison of key assumptions against market data.

•

Actuary’s credentials: we assessed the competence, capabilities, and objectivity of the Group’s actuarial specialist.

•

Sensitivity analysis: we assessed the sensitivity of the defined benefit obligation to changes in key assumptions.

•

Assessing transparency: we considered adequacy of the Group’s disclosures in respect of the sensitivity of the gross

obligation to changes in key assumptions.

We performed the tests above rather than seeking to rely on any of the Group’s controls because the nature of the balance

is such that we would expect to obtain audit evidence primarily through the detailed procedures described.

Communications with the Croda International Plc Audit Committee

Our discussions with and reporting to the Audit Committee included:

• Our approach to the audit of UK defined benefit pension scheme obligations, including the involvement of our actuarial specialists.

• Our conclusions on the appropriateness of key assumptions used.

• The adequacy of the disclosures, particularly as it relates to the sensitivity of the key assumptions.

Areas of particular auditor judgement

We identified the following as the areas of particular auditor judgement:

• The appropriateness of the valuation of UK defined benefit pension scheme liabilities and in particular, the selection of key assumptions used in the valuation (the discount rate, the inflation rate and the

mortality rate).

Our results

We found the valuation of the pension obligation to be acceptable (2023 result: acceptable).

Further information in the Annual Report and Accounts: See the Audit Committee Report on page 73 for details on how the Audit Committee considered this key audit matter as an area of significant attention, page

128 for the significant accounting judgements and estimates, page 130 for the accounting policy, and page 141/note 11 for the financial disclosures.

Disclosures of emerging and principal risks and longer-term viability

Our responsibility

We are required to perform procedures to identify whether there is a material inconsistency between the Directors' disclosure

s in respect

of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

•

the Directors’ confirmation within the long-term viability statement on page 31 that they have carried out a robust assessment of the

emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency

and liquidity;

•

the Principal Risks disclosures describing these risks and how emerging risks are identified and explaining how they are being managed

and mitigated; and

•

the Directors’ explanation in the long-term viability statement of how they have assessed the prospects of the Group, over what period

they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable

expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their

assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We are also required to review the long

-term viability statement set out on page 36 under the Listing Rules.

Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements

audit. As we

cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent w

ith judgements that

were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to th

e Group’s

and Parent Company’s longer

-term viability.

Our reporting

We have nothing material to add or draw attention to in relation to

these disclosures.

We have concluded that these disclosures are materially consistent

with the financial statements and our audit knowledge.

4. Key audit matters

What we mean

(whether or not due to fraud) identified by us, including those which had the greatest effect on:

•

the overall audit strategy;

•

the allocation of resources in the audit; and

•

directing the efforts of the engagement team.

addressed, and our results are based on procedures undertaken, for the purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.

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114 Croda International Plc Annual Report & Accounts 2024

.2 Recoverability of Parent Company’s investments in subsidiaries (Parent Company)

Financial Statement Elements

Our assessment of risk vs FY23

Our results

FY24

FY23

Our assessment is that the risk is similar to FY23

FY24: Acceptable

FY23: Acceptable

Investments in subsidiaries

£1,521.4m

£1,567.0m

Description of the Key Audit Matter

Our response to the risk

Low risk, high value

•

The carrying amount of the Parent Company's value of investments in subsidiaries represents 55%

(FY23: 54%) of the Parent Company's total assets.

•

We do not consider the recoverable amount of these amounts to be at a high risk of significant

misstatement, or to be subject to a significant level of judgement. However, due to their materiality

in the context of the Parent Company financial statements as a whole, this is considered to be one

of the areas which had the greatest effect on our overall audit strategy and allocation of resources

in planning and completing our Parent Company audit.

Our procedures to address the risk included:

•

Test of detail: we compared the carrying amount of 100% of investments to the net assets of the

relevant subsidiaries included within the Group consolidation, to identify whether their net assets,

being an approximation of their minimum recoverable amount, were in excess of their carrying

amount and assessing whether those subsidiaries have historically been profit-making.

We performed the tests above rather than seeking to rely on any of the

Parent Company’s controls

because the nature of the balance is such that we would expect to obtain audit evidence primarily

through the detailed procedures described.

Communications with the Croda International Plc’s Audit Committee

Our discussions with and reporting to the Audit Committee included:

• Our approach to the audit of the recoverability of the Parent Company’s investments in subsidiaries including details of our planned substantive procedures.

• Our conclusions on the appropriateness of the carrying value of the Parent Company’s investments in subsidiaries and accounting policies.

Areas of particular auditor judgement

We do not consider that there were any areas of particular auditor judgement exercised in responding to this key audit matter.

Our results

We found the parent Company’s conclusion that there is no impairment in subsidiaries to be acceptable (2023: acceptable).

Further information in the Annual Report and Accounts: See the Audit Committee Report on page 73 for details on how the Audit Committee considered the Parent Company’s carrying value of investments in

subsidiaries as an area of significant attention, page 165 for the accounting policy on Parent Company’s carrying value of investments in subsidiaries, and page 166/note F for the financial disclosures.

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115 Croda International Plc Annual Report & Accounts 2024

Changes to key audit matters

Flavours goodwill impairment

We continue to perform audit procedures over goodwill impairment which includes the goodwill balance previously recognised within the Flavours cash-generating unit (‘CGU’). However following the reassessment

of the CGUs, described on page 127 and the improved financial performance we no longer consider this to be a key audit matter. This is based on the CGU headroom shown within the relevant model and our risk

assessment procedures which have considered how sensitive the revised CGU is to key assumptions such as short term revenue growth, gross margin and the discount rate.

Recoverability of Parent Company’s shares in Group undertakings and amounts owed by Group undertakings

The key audit matter associated with the Parent Company has been adjusted to consider only the carrying value of its investments in subsidiaries. Following our risk assessment procedures and consideration of the

audit response, the key audit matter no longer considers the recoverability of the intercompany receivable balance.

5. Our ability to detect irregularities, and our response

Fraud – Identifying and responding to risks of material misstatement due to fraud

Fraud risk

assessment

To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could

indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud.

Our risk assessment procedures included:

•

Enquiring of Directors, the Audit Committee and inspection of policy documentation as to the Group's high-level policies and procedures to prevent and detect fraud, including the

internal audit function, as well as whether they have knowledge of any actual, suspected or alleged fraud.

•

Reading Board, Nomination Committee, Remuneration Committee and Audit Committee minutes, and whistleblowing logs.

•

Considering remuneration incentive schemes (annual Bonus Plan and Performance Share Plan) and performance targets for the Directors and key management personnel.

•

Using our own forensic specialists to assist us in identifying fraud risks. This included holding a fraud risk assessment discussion with the audit team and assisting us in designing

procedures to identify fraud risks.

Risk

communications

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from the Group audit

team to component auditors of relevant fraud risks identified at the Group level and requesting comp

onent auditors performing procedures at the component level to report to the Group

auditor any identified fraud risk factors or identified or suspected instances of fraud.

Fraud risks

As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls, in

particular the risk that management may be in a position to make inappropriate accounting entries.

We do not believe there is a fraud risk related to revenue recognition because revenue transactions have low individual value

with high volume, are routine and process driven and do not

involve judgement or estimation. This reduces the opportunities for fr

audulent activity.

We did not identify any additional fraud risks.

Procedures

to address

fraud risks

We performed procedures including:

•

Identifying journal entries to test at the Group level and for selected components based on risk criteria identified by the Group audit team. These included those posted by senior finance

management or other high-risk users, those posted to unusual account combinations, those posted with round sum amounts at year-end and those posted with specific

high risk descriptions.

•

Assessing whether the judgements made in making accounting estimates and related accounting treatment are indicative of a potential bias.

.2 Recoverability of Parent Company’s investments in subsidiaries (Parent Company)

Financial Statement Elements

Our assessment of risk vs FY23

Our results

FY24

FY23

Our assessment is that the risk is similar to FY23

FY24: Acceptable

FY23: Acceptable

Investments in subsidiaries

£1,521.4m

£1,567.0m

Description of the Key Audit Matter

Our response to the risk

Low risk, high value

•

The carrying amount of the Parent Company's value of investments in subsidiaries represents 55%

(FY23: 54%) of the Parent Company's total assets.

•

We do not consider the recoverable amount of these amounts to be at a high risk of significant

misstatement, or to be subject to a significant level of judgement. However, due to their materiality

in the context of the Parent Company financial statements as a whole, this is considered to be one

of the areas which had the greatest effect on our overall audit strategy and allocation of resources

in planning and completing our Parent Company audit.

Our procedures to address the risk included:

•

Test of detail: we compared the carrying amount of 100% of investments to the net assets of the

relevant subsidiaries included within the Group consolidation, to identify whether their net assets,

being an approximation of their minimum recoverable amount, were in excess of their carrying

amount and assessing whether those subsidiaries have historically been profit-making.

We performed the tests above rather than seeking to rely on any of the

Parent Company’s controls

because the nature of the balance is such that we would expect to obtain audit evidence primarily

through the detailed procedures described.

Communications with the Croda International Plc’s Audit Committee

Our discussions with and reporting to the Audit Committee included:

• Our approach to the audit of the recoverability of the Parent Company’s investments in subsidiaries including details of our planned substantive procedures.

• Our conclusions on the appropriateness of the carrying value of the Parent Company’s investments in subsidiaries and accounting policies.

Areas of particular auditor judgement

We do not consider that there were any areas of particular auditor judgement exercised in responding to this key audit matter.

Our results

We found the parent Company’s conclusion that there is no impairment in subsidiaries to be acceptable (2023: acceptable).

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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116 Croda International Plc Annual Report & Accounts 2024

Laws and regulations

- Identifying and responding to risks of material misstatement relating to compliance with laws and regulations

Laws and

regulations risk

assessment

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector

experience, through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence

and discussions with the Directors and other management of the policies and procedures regarding compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory

requirements.

Risk

communications

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication

from the Group audit team to component audit teams of relevant laws and regulations identified at the Group level, and a request for these component auditors to report to the Group

team any instances of non

-compliance with laws and regulations that could give rise to a material misstatement at the Group level.

Direct laws context

and link to audit

The potential effect of these laws and regulations on the financial statements varies considerably. The Group is subject to laws and regulations that directly affect the financial

statements including financial reporting legislation (including related companies’ legislation), distributable profits legislation, pensions legislation, and taxation legislation, and we

assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Most significant

indirect

law/regulation

areas

The Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial

statements, for instance through the imposition of fines or litigation or the loss of the Group’s licence to operate. We identified the following areas as those most likely to have such

an effect: GDPR compliance, health and safety and product liability, competition, anti-bribery and corruption, intellectual property, employment law, tax, trade compliance laws and

environmental legislation, Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), recognising the nature of the Group’s activities.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection

of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect

that breach.

Context

Context of the

ability of the audit

to detect fraud or

breaches of law or

regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we

have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events

and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit,

there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit

procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all

laws and regulations.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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117 Croda International Plc Annual Report & Accounts 2024

6. Our determination of materiality

The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us determine the scope of our audit and the nature, timing and

extent of our procedures, and in evaluating the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

£16.0m

(FY23: £16.0m)

Materiality for

the

Group

financial

statements as

a whole

What we mean

A quantitative reference for the purpose of planning and performing our audit.

Basis for determining materiality and judgements applied

Materiality for the Group financial statements as a whole was set at £16.0m (FY23: £16.0m). This was determined with referenc

e to a benchmark of normalised Group profit before tax from

continuing operations (‘PBTCO’), averaged over 5 years.

Consistent with FY23, we determined that Group normalised PBTCO is the main benchmark for the Group.

We normalised by adding back adjustments that do not represent the normal,

continuing operations of the Group and by averaging over 5 years. The items we adjusted for were

restructuring costs, business transformation costs and movements in the environmental

provisions

(2023: goodwill impairment and restructuring costs) disclosed in note 3. We selected 5 years (2023: 5 years) to average PBTCO to account for the fluctuations in the Group’s

performance due to

events such as the Group’s PTIC disposal, revenue generated from the Group’s involvement in the Covid-19 vaccination programme and the recent fall in demand due

to the customer destocking

. As such, we based our Group materiality on Group normalised PBTCO of £222.8m (2023: £262.5m).

Our Group materiality of £16.0m was determined by applying a percentage to Group normalised PBTCO. When using a benchmark of

normalised PBTCO to determine overall materiality,

KPMG’s approach for public interest entities considers a guideline range 3%

- 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.9% (FY23: 4.7%) to

the benchmark.

Materiality for the Parent Company financial statements as a whole was set at £7.9m (FY23: £8.7m), which is the component mat

eriality for the Parent Company determined by the Group

auditor. This is lower than the materiality we would otherwise have determine

d with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY23: 0.3%).

£12.0m

(FY23: £12.0m)

erformance

materiality

What we mean

Our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, s

o as to reduce to an acceptable level the risk that

individually immaterial misstatements in individual account balances add up to

a material amount across the financial statements as a whole.

Basis for determining performance materiality and judgements applied

We have considered performance materiality at a level of 75% (FY23: 75%) of materiality for Croda International Plc

group financial statements as a whole to be appropriate.

The Parent Company performance materiality was set at £5.9m (FY23: £6.5m), which equates to 75% (FY23: 75%) of materiality fo

r the Parent Company financial statements as a whole.

We applied this percentage in our determination of performance materiality because we did not identify any factors indicating

an elevated level of risk.

£0.8m

(FY23: £0.8m)

udit

misstatement

posting

threshold

What we mean

This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of vie

w. We may become aware of misstatements below this

threshold which could alter the nature, timing and scope of our audit procedures

, for example if we identify smaller misstatements which are indicators of fraud.

This is also the amount above which all misstatements identified are communicated to Croda Internationa

l Plc’s Audit Committee.

Basis for determining the audit misstatement posting threshold and judgements applied

We set our audit misstatement posting threshold at 5% (FY23: 5%) of our materiality for the Group financial statements. We al

so report to the Audit Committee any other identified

misstatements that warrant reporting on qualitative grounds.

The overall materiality for the Group financial statements of £16m (FY23: £16m) compares as follows to the main financial statement caption amounts:

Total Group revenue

Group profit before tax

Total Group assets

FY24 FY23 FY24

FY23

FY24 FY23

Financial statement caption

£1,628.1m

£1,694.5m

£207.8m

£236.3m

£3,509.3m

£3,579.2m

Group materiality as % of caption

1.0%

0.9%

7.7%

6.8%

0.5%

0.4%

Laws and regulations

- Identifying and responding to risks of material misstatement relating to compliance with laws and regulations

Laws and

regulations risk

assessment

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector

experience, through discussion with the Directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence

and discussions with the Directors and other management of the policies and procedures regarding compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory

requirements.

Risk

communications

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication

from the Group audit team to component audit teams of relevant laws and regulations identified at the Group level, and a request for these component auditors to report to the Group

team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level.

Direct laws context

and link to audit

The potential effect of these laws and regulations on the financial statements varies considerably. The Group is subject to laws and regulations that directly affect the financial

statements including financial reporting legislation (including related companies’ legislation), distributable profits legislation, pensions legislation, and taxation legislation, and we

assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Most significant

indirect

law/regulation

areas

The Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial

statements, for instance through the imposition of fines or litigation or the loss of the Group’s licence to operate. We identified the following areas as those most likely to have such

an effect: GDPR compliance, health and safety and product liability, competition, anti-bribery and corruption, intellectual property, employment law, tax, trade compliance laws and

environmental legislation, Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), recognising the nature of the Group’s activities.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection

of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect

that breach.

Context

Context of the

ability of the audit

to detect fraud or

breaches of law or

regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we

have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events

and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit,

there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit

procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all

laws and regulations.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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118 Croda International Plc Annual Report & Accounts 2024

7. The scope of our audit

Group scope

What we mean

How the Group audit team determined the

procedures to be performed across the Group.

This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification

of components, and how the audit procedures are planned and executed across components.

In particular, the definition of a component has changed,

which changes the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit

procedures to address

group risks of material misstatement (‘RMMs’). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on

where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervis

ed. As a result, we assess scoping and coverage in a

different way and comparisons to prior period coverage figures are not meaningful.

In this report we provide an indication of scope coverage on the new basis.

We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material

misstatement to the Group financial statements and which

procedures to perform at these components to address those risks.

In total, we identified

13 components, having considered our evaluation of both the Group’s legal structure and geographical locations and our ability to perform audit procedures centrally.

Of those, we identified

3 quantitatively significant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed

audit procedures.

Additionally, having considered qualitative and quantitative factors, we selected

10 components with accounts contributing to the specific RMMs of the Group financial statements.

Accordingly, we performed audit procedures on 13 components, of which we involved component auditors in performing the audit

work on 9 components. We performed audit procedures

on the items excluded from the normalised Group profit before tax used as the benchmark for our materiality. We also performe

d the audit of the Parent Company.

We set the component materialities, ranging from £

1.6m to £8.8m, having regard to the mix of size and risk profile of the Group across the components.

Our

audit procedures covered 68% of revenue. We performed audit procedures at components that accounted for 57% of Group profit before tax and 51% of Group total assets. In addition,

at the group level, we performed audit procedures over goodwill and deferred tax asset

s that together accounted for a further 23% of the total Group assets.

For the remaining components for which we performed no audit procedures, no component represented more than

3% of Group total revenue, 4% of Group profit before tax or 3% of Group

total assets.

We performed analysis at an aggregated Group level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.

Impact of controls on our Group audit

identified the main centralised finance IT system, which primarily relies on a single core ERP system, along with three key specific supporting applications, which we assess as being key

to the audit of the

Group (together ‘the core IT platform’), as being relevant to the audit of the 11 of the 13 components within scope of the Group audit. These systems are managed from the

UK. The other in scope components are

acquisitions where full IT integration has not yet occurred in the Group and therefore they currently use other finance systems, ahead of planned

integration into the

Group’s core systems.

On this audit we believe it is more efficient not to rely on controls and so performed a predominately substantive audit. We

adopted a centralised and data-oriented approach to testing

revenue, purchases and journals, by performing data and analytics routi

nes for the 11 components on the single core ERP system. The Group team assessed the outputs of these routines

before sending outputs to component auditors and instructing them to test transactions meeting certain criteria.

For one other component, the com

ponent auditor also used data and analytic

routines. Given that we did not plan to rely on IT controls in our audit, a manual / direct testing approach was used over

the completeness and reliability of data used in these routines. For

the other component, we planned and performed additional substantive testing rather than relying on controls.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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119 Croda International Plc Annual Report & Accounts 2024

Group audit

team oversight

What we mean

The extent of the Group audit team’s involvement in component audits.

In working with component auditors, we:

•

Included the component auditors' engagement partners and managers in the Group planning discussions to facilitate input from component auditors in the identification of matters

relevant to the Group audit.

•

Issued Group audit instructions to component auditors on the scope of their work.

•

Visited four components in-person including Croda Europe, the US, Brazil and Spain. Where component auditors were engaged, this aided with our understanding of progress, to

challenge the audit approach and to evaluate their work. Organised regular video conferences with the Partners and Directors of the Group and component audit teams. At these visits

and video conferences, the findings reported to the Group team were discussed in more detail, and any further work required by the Group team was then performed by the component

audit teams.

•

Inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of conclusions drawn from the audit evidence obtained

and consistencies between communicated findings and work performed.

•

Performed data and analytics routines on the 11 components on the single core ERP system and instructed the component teams to test transactions within the output based on

specific criteria.

7. The scope of our audit

Group scope

What we mean

How the Group audit team determined the

procedures to be performed across the Group.

This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification

of components, and how the audit procedures are planned and executed across components.

In particular, the definition of a component has changed,

which changes the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit

procedures to address

group risks of material misstatement (‘RMMs’). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on

where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervis

ed. As a result, we assess scoping and coverage in a

different way and comparisons to prior period coverage figures are not meaningful.

In this report we provide an indication of scope coverage on the new basis.

We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material

misstatement to the Group financial statements and which

procedures to perform at these components to address those risks.

In total, we identified

13 components, having considered our evaluation of both the Group’s legal structure and geographical locations and our ability to perform audit procedures centrally.

Of those, we identified

3 quantitatively significant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed

audit procedures.

Additionally, having considered qualitative and quantitative factors, we selected

10 components with accounts contributing to the specific RMMs of the Group financial statements.

Accordingly, we performed audit procedures on 13 components, of which we involved component auditors in performing the audit

work on 9 components. We performed audit procedures

on the items excluded from the normalised Group profit before tax used as the benchmark for our materiality. We also performe

d the audit of the Parent Company.

We set the component materialities, ranging from £

1.6m to £8.8m, having regard to the mix of size and risk profile of the Group across the components.

Our

audit procedures covered 68% of revenue. We performed audit procedures at components that accounted for 57% of Group profit before tax and 51% of Group total assets. In addition,

at the group level, we performed audit procedures over goodwill and deferred tax asset

s that together accounted for a further 23% of the total Group assets.

For the remaining components for which we performed no audit procedures, no component represented more than

3% of Group total revenue, 4% of Group profit before tax or 3% of Group

total assets.

We performed analysis at an aggregated Group level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.

Impact of controls on our Group audit

identified the main centralised finance IT system, which primarily relies on a single core ERP system, along with three key specific supporting applications, which we assess as being key

to the audit of the

Group (together ‘the core IT platform’), as being relevant to the audit of the 11 of the 13 components within scope of the Group audit. These systems are managed from the

UK. The other in scope components are

acquisitions where full IT integration has not yet occurred in the Group and therefore they currently use other finance systems, ahead of planned

integration into the

Group’s core systems.

On this audit we believe it is more efficient not to rely on controls and so performed a predominately substantive audit. We

adopted a centralised and data-oriented approach to testing

revenue, purchases and journals, by performing data and analytics routi

nes for the 11 components on the single core ERP system. The Group team assessed the outputs of these routines

before sending outputs to component auditors and instructing them to test transactions meeting certain criteria.

For one other component, the com

ponent auditor also used data and analytic

routines. Given that we did not plan to rely on IT controls in our audit, a manual / direct testing approach was used over

the completeness and reliability of data used in these routines. For

the other component, we planned and performed additional substantive testing rather than relying on controls.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

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120 Croda International Plc Annual Report & Accounts 2024

8. Other information in the Annual Report

The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

All other information

Our responsibility

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements aud

it work,

the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge.

Our reporting

Based solely on that work we have not identified material misstatements or

inconsistencies in the other information.

Strategic

Report and Directors’ Report

Our responsibility and reporting

Based solely on our work on the other information described above we report to you as follows:

•

we have not identified material misstatements in the Strategic Report and the Directors' Report;

•

in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

•

in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’

Remuneration Report

Our responsibility

We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be audited has been proper

prepared in accordance with the Companies Act 2006.

Our reporting

In our opinion the part of the Directors’ Remuneration Report to be audited has

been properly prepared in accordance with the Companies Act 2006.

Corporate governance disclosures

Our responsibility

We are required to perform procedures to identify whether there is a material inconsistency between the

financial statements and

our audit knowledge, and:

•

the Directors' Statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced

and understandable, and provides the information necessary for shareholders to assess the Group's position and performance,

business model and strategy;

•

the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit

Committee considered in relation to the financial statements, and how these issues were addressed; and

•

the section of the Annual Report that describes the review of the effectiveness of the Group's risk management and internal

control systems.

Our reporting

Based on those procedures, we have concluded that each of these

disclosures is materially consistent with the financial statements and our

audit knowledge.

We are also required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the

provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.

We have nothing to report in this respect.

Other matters on which we are required to report by exception

Our responsibility

Under the Companies Act 2006, we are required 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.

Our reporting

We have nothing to report in these respects.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

KPMG LLP’s Independent Auditor’s Report continued

121 Croda International Plc Annual Report & Accounts 2024

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 106, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal

control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they 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

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 our opinion in an auditor’s report.

Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance

over whether the annual financial report has been prepared in accordance with those requirements.

10. The purpose of our audit work and to whom we owe our responsibilities

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.

Ian Griffiths (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square

London

E14 5GL

24 February 2025

8. Other information in the Annual Report

accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

All other information

Our responsibility

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements aud

it work,

the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge.

Our reporting

Based solely on that work we have not identified material misstatements or

inconsistencies in the other information.

Strategic Report and Directors’ Report

Our responsibility and reporting

Based solely on our work on the other information described above we report to you as follows:

•

we have not identified material misstatements in the Strategic Report and the Directors' Report;

•

in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

•

in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’ Remuneration Report

Our responsibility

We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be audited has been proper

prepared in accordance with the Companies Act 2006.

Our reporting

In our opinion the part of the Directors’ Remuneration Report to be audited has

been properly prepared in accordance with the Companies Act 2006.

Corporate governance disclosures

Our responsibility

We are required to perform procedures to identify whether there is a material inconsistency between the

financial statements and

our audit knowledge, and:

•

the Directors' Statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced

and understandable, and provides the information necessary for shareholders to assess the Group's position and performance,

business model and strategy;

•

the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit

Committee considered in relation to the financial statements, and how these issues were addressed; and

•

the section of the Annual Report that describes the review of the effectiveness of the Group's risk management and internal

control systems.

Our reporting

Based on those procedures, we have concluded that each of these

disclosures is materially consistent with the financial statements and our

audit knowledge.

We are also required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the

provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.

We have nothing to report in this respect.

Other matters on which we are required to report by exception

Our responsibility

Under the Companies Act 2006, we are required 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.

Our reporting

We have nothing to report in these respects.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

KPMG LLP’s Independent Auditor’s Report continued

122 Croda International Plc Annual Report & Accounts 2024

Group Consolidated Statements

Group Income Statement

for the year ended 31 December 2024

				2024			2023
		2024	2024	Reported	2023	2023	Reported
		Adjusted	Adjustments	Total	Adjusted	Adjustments	Total
	Note	£m	£m	£m	£m	£m	£m
Revenue	1	1,628.1	–	1,628.1	1,694.5	–	1,694.5
Cost of sales		(894.2)	–	(894.2)	(964.5)	–	(964.5)
Gross profit		733.9	–	733.9	730.0	–	730.0
Operating costs	2	(454.2)	(52.2)	(5 06 .4)	(410.0)	(72 .5)	(48 2.5)
Operating profit	3	279.7	(52.2)	227.5	32 0.0	(72 .5)	247 .5
Financial costs	4	(31.0)	–	(31.0)	(2 6.0)	–	(2 6.0)
Financial income	4	11.3	–	11.3	14.8	–	14.8
Profit before tax		260.0	(52.2)	207.8	308.8	(72 .5)	23 6.3
Tax	5	(59.8)	11.6	(48.2)	(73.7)	9.5	(64 .2)
Profit after tax for the year		200.2	(40.6)	159.6	235.1	(6 3.0)	172.1
Attributable to:
Non-controlling interests		1.1	–	1.1	1.1	–	1.1
Owners of the parent		199.1	(40.6)	158.5	234 .0	(6 3.0)	171.0
		200.2	(40.6)	159.6	23 5.1	(6 3.0)	172.1

Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax

thereon. Details are disclosed in note 3.

Earnings per 10.61p ordinary share		Pence	Pence	Pence	Pence
Basic	7	142.6	113.5	167.6	122. 5
Diluted	7	142.5	113.5	167.4	122. 3

Group Statement of Comprehensive Income

for the year ended 31 December 2024

		2024	2023
	Note	£m	£m
Profit after tax for the year		159.6	172.1
Other comprehensive income/(expense):
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of post-retirement benefit obligations	11	15.5	(2 3.3)
Tax on items that will not be reclassified	5	(3.9)	5.5
		11.6	(17.8)
Items that have been or may be reclassified subsequently to profit or loss:
Currency translation		(90.3)	(58.4)
Cash flow hedging	20	–	(19.3)
		(90.3)	(77.7)
Other comprehensive expense for the year		(78.7)	(95.5)
Total comprehensive income for the year		80.9	76.6
Attributable to:
Non-controlling interests		0.9	0.1
Owners of the parent		80.0	76.5
		80.9	76.6
Arising from:
Continuing operations		80.9	76.6

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

123 Croda International Plc Annual Report & Accounts 2024

Group Balance Sheet

at 31 December 2024

		2024	2023
	Note	£m	£m
Assets
Non-current assets
Intangible assets	12	1,310.6	1,408.5
Property, plant and equipment	13	1,082.9	1,044.0
Right of use assets	14	85.0	87.5
Investments	16	1.9	1.9
Deferred tax assets	6	14.7	14.4
Retirement benefit assets	11	130.0	113.5
		2,625.1	2,669. 8
Current assets
Inventories	17	367.9	341.2
Trade and other receivables	18	349.5	395.7
Cash and cash equivalents	20	166.8	172 .5
		884.2	909.4
Total assets		3,509.3	3,579.2

		2024	2023
	Note	£m	£m
Liabilities
Current liabilities
Trade and other payables	19	(274.0)	(252.0)
Borrowings and other financial liabilities	20	(35.0)	(36.7)
Lease liabilities	14	(13.2)	(13 .7)
Provisions	21	(6.5)	(8.6)
Current tax liabilities		(7.8)	(9.2)
		(336.5)	(320. 2)
Net current assets		547.7	589.2
Non-current liabilities
Borrowings and other financial liabilities	20	(580.2)	(588.4)
Lease liabilities	14	(70.7)	(71 .3)
Other payables	19	(1.1)	(1.1)
Retirement benefit liabilities	11	(25.7)	(2 6. 8)
Provisions	21	(17.3)	(10.5)
Deferred tax liabilities	6	(180.9)	(1 92 .8)
		(875.9)	(890.9)
Net assets		2,296.9	2,36 8.1
Equity
Ordinary Share capital	22	15.1	15.1
Share premium account		707.7	707.7
Reserves		1,559.7	1,629.7
Equity attributable to owners of the parent		2,282.5	2,35 2.5
Non-controlling interests in equity	25	14.4	15.6
Total equity		2,296.9	2, 36 8.1

The financial statements on pages 122 to 162 were signed on behalf of the Board who approved the

accounts on 24 February 2025.

Danuta Gray

Chair

Group Consolidated Statements

Group Income Statement

for the year ended 31 December 2024

Note

2024

Adjusted

£m

2024

Adjustments

£m

2024

Reported

Total

£m

2023

Adjusted

£m

2023

Adjustments

£m

2023

Reported

Total

£m

Revenue

1,628.1

–

1,628.1

1,694.5

–

1,694.5

Cost of sales

(894.2)

–

(894.2)

(964.5)

–

(964.5)

Gross profit

733.9

–

733.9

730.0

–

730.0

Operating costs

(454.2)

(52.2)

(506.4)

(410.0)

(72.5)

(482.5)

Operating profit

279.7

(52.2)

227.5

320.0

(72.5)

247.5

Financial costs

(31.0)

–

(31.0)

(26.0)

–

(26.0)

Financial income

11.3

–

11.3

14.8

–

14.8

Profit before tax

260.0

(52.2)

207.8

308.8

(72.5)

236.3

Tax

(59.8)

11.6

(48.2)

(73.7)

9.5

(64.2)

Profit after tax for the year

200.2

(40.6)

159.6

235.1

(63.0)

172.1

Attributable to:

Non-controlling interests

1.1

–

1.1

–

1.1

Owners of the parent

199.1

(40.6)

158.5

234.0

(63.0)

171.0

200.2

(40.6)

159.6

235.1

(63.0)

172.1

Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax

thereon. Details are disclosed in note 3.

Earnings per 10.61p ordinary share

Pence

Basic

142.6

113.5

167.6

122.5

Diluted

142.5

113.5

167.4

122.3

Group Statement of Comprehensive Income

for the year ended 31 December 2024

Note

2024

£m

2023

£m

Profit after tax for the year

159.6

172.1

Other comprehensive income/(expense):

Items that will not be reclassified subsequently to profit or loss:

Remeasurements of post-retirement benefit obligations

15.5

(23.3)

Tax on items that will not be reclassified

(3.9)

5.5

11.6

(17.8)

Items that have been or may be reclassified subsequently to

profit or loss:

Currency translation

(90.3)

(58.4)

Cash flow hedging

–

(19.3)

(90.3)

(77.7)

Other comprehensive expense for the year

(78.7)

(95.5)

Total comprehensive income for the year

80.9

76.6

Attributable to:

Non-controlling interests

0.9

0.1

Owners of the parent

80.0

76.5

80.9

76.6

Arising from:

Continuing operations

80.9

76.6

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

Group Consolidated Statements continued

124 Croda International Plc Annual Report & Accounts 2024

Group Statement of Cash Flows

for the year ended 31 December 2024

		2024	2023
	Note	£m	£m
Cash generated from operating activities
Cash generated by operations	i	403.8	431.0
Interest paid		(28.5)	(24.2)
Tax paid		(55.9)	(69.3)
Net cash generated from operating activities		319.4	337.5
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired	27	–	(204.3)
Payment of contingent consideration		–	(9.6)
Purchase of property, plant and equipment	13	(178. 4)	(180.4)
Receipt of government grants		43.0	10.9
Purchase of other intangible assets	12	(3.4)	(8.6)
Proceeds from sale of property, plant and equipment		0.9	4.0
Tax paid on business disposals		(6.8)	(4.6)
Settlement of acquisition-related FX derivatives		–	(2 3.9)
Cash paid against non-operating provisions	21	(1.3)	(1.6)
Interest received		6.9	8.3
Net cash used in investing activities		(139.1)	(409.8)

		2024	2023
	Note	£m	£m
Cash flows from financing activities
New borrowings		440.4	336.0
Repayment of borrowings		(449.4)	(2 10.9)
Payment of lease liabilities	14	(17.5)	(17.0)
Net transactions in own shares		(1.8)	(9.8)
Dividends paid to equity shareholders	8	(152.2)	(15 0.7)
Dividends paid to non-controlling interests		(2.1)	–
Net cash used in financing activities		(182.6)	(52 .4)
Net movement in cash and cash equivalents	ii, iii	(2.3)	(12 4.7)
Cash and cash equivalents brought forward		150.2	281.6
Exchange differences	iii	(6.2)	(6.7)
Cash and cash equivalents carried forward		141.7	150.2
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand		166.8	172 .5
Bank overdrafts		(25.1)	(22. 3)
		141.7	150.2

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

Group Consolidated Statements continued

125 Croda International Plc Annual Report & Accounts 2024

Group Cash Flow Notes

for the year ended 31 December 2024

(i) Cash generated by operations

Note

2024

£m

2023

£m

Adjusted operating profit

279.7

320.0

Exceptional items

(15.0)

(35.8)

Amortisation of intangible assets arising on acquisition

(37.2)

(36.7)

Operating profit

227.5

247.5

Adjustments for:

Depreciation and amortisation

135.8

126.2

Impairments on intangible assets and property,

plant and equipment

–

22.0

Impairment of investment

–

1.5

Loss on derivatives

–

4.6

Loss on disposal and write-offs of intangible assets and

property, plant and equipment

0.6

0.2

Net provisions charged

13.4

5.6

Share-based payments

5.0

(4.2)

Non-cash pension expense

2.9

(4.4)

Net-monetary adjustment

5.0

6.3

Cash paid against operating provisions

(7.3)

(3.4)

Movement in inventories

(39.3)

117.8

Movement in receivables

21.3

(19.0)

Movement in payables

38.9

(69.7)

Cash generated by operations

403.8

431.0

(ii) Reconciliation to net debt

Note

2024

£m

2023

£m

Net movement in cash and cash equivalents

iii

(2.3)

(124.7)

Net movement in borrowings and other financial liabilities

iii

26.5

(108.1)

Change in net debt from cash flows

24.2

(232.8)

Loans in acquired businesses

–

(6.1)

Non-cash movement in lease liabilities

(18.2)

(12.9)

Exchange differences

(0.7)

9.4

5.3

(242.4)

Net debt brought forward

(537.6)

(295.2)

Net debt carried forward

iii

(532.3)

(537.6)

(iii) Analysis of net debt

2024

£m

Cash

flow

£m

Exchange

movements

£m

Other

non-cash

£m

2023

£m

Cash and cash equivalents

166.8

1.4

(7.1)

–

172.5

Bank overdrafts

(25.1)

(3.7)

0.9

–

(22.3)

Movement in cash and cash

equivalents

(2.3)

(6.2)

–

Borrowings repayable within

one year

(9.9)

3.9

0.6

–

(14.4)

Borrowings repayable after

more than one year

(580.2)

5.1 3.1 – (588.4)

Lease liabilities

(83.9)

17.5

1.8

(18.2)

(85.0)

Movement in borrowings and

other financial liabilities

26.5 5.5 (18.2)

Total net debt

(532.3)

24.2

(0.7)

(18.2)

(537.6)

Included within other non-cash movements are £8.3m of lease liabilities recognised in the year.

(iv) Cash flow on exceptional items

The total cash outflow during the year in respect of exceptional items, including those recognised in

prior years' income statements, was £10.2m (2023: £7.9m). Details of exceptional items can be found in

note 3 on page 136.

Group Statement of Cash Flows

for the year ended 31 December 2024

Note

2024

£m

2023

£m

Cash generated from operating activities

Cash generated by operations

403.8

431.0

Interest paid

(28.5)

(24.2)

Tax paid

(55.9)

(69.3)

Net cash generated from operating activities

319.4

337.5

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

–

(204.3)

Payment of contingent consideration

–

(9.6)

Purchase of property, plant and equipment

(178.4)

(180.4)

Receipt of government grants

43.0

10.9

Purchase of other intangible assets

(3.4)

(8.6)

Proceeds from sale of property, plant and equipment

0.9

4.0

Tax paid on business disposals

(6.8)

(4.6)

Settlement of acquisition-related FX derivatives

–

(23.9)

Cash paid against non-operating provisions

(1.3)

(1.6)

Interest received

6.9

8.3

Net cash used in investing activities

(139.1)

(409.8)

Note

2024

£m

2023

£m

Cash flows from financing activities

New borrowings

440.4

336.0

Repayment of borrowings

(449.4)

(210.9)

Payment of lease liabilities

(17.5)

(17.0)

Net transactions in own shares

(1.8)

(9.8)

Dividends paid to equity shareholders

(152.2)

(150.7)

Dividends paid to non-controlling interests

(2.1)

–

Net cash used in financing activities

(182.6)

(52.4)

Net movement in cash and cash equivalents

ii, iii

(2.3)

(124.7)

Cash and cash equivalents brought forward

150.2

281.6

Exchange differences

iii

(6.2)

(6.7)

Cash and cash equivalents carried forward

141.7

150.2

Cash and cash equivalents carried forward comprise:

Cash at bank and in hand

166.8

172.5

Bank overdrafts

(25.1)

(22.3)

141.7

150.2

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

Group Consolidated Statements continued

126 Croda International Plc Annual Report & Accounts 2024

Group Statement of Changes in Equity

for the year ended 31 December 2024

		Share	Share premium	Other	Retained	Non-controlling	Total
		capital	account	reserves	earnings	interests	equity
	Note	£m	£m	£m	£m	£m	£m
At 1 January 2023		15.1	707.7	47.1	1,645.7	15.5	2,431.1
Profit after tax for the year		–	–	–	171.0	1.1	172.1
Other comprehensive expense		–	–	(76.7)	(17.8)	(1.0)	(95.5)
Total comprehensive (expense)/income for the year		–	–	(76.7)	153 .2	0.1	76.6
Hedging losses transferred to cost of goodwill	20	–	–	19.3	–	–	19.3
Transactions with owners:
Dividends on equity shares	8	–	–	–	(15 0.7)	–	(15 0.7)
Share-based payments		–	–	–	1.6	–	1.6
Transactions in own shares		–	–	–	(9.8)	–	(9.8)
Total transactions with owners		–	–	–	(158.9)	–	(158.9)
Total equity at 31 December 2023		15.1	707.7	(10.3)	1, 64 0.0	15.6	2, 368 .1
At 1 January 2024		15.1	707.7	(10.3)	1,640.0	15.6	2, 36 8.1
Profit after tax for the year		–	–	–	158.5	1.1	159.6
Other comprehensive (expense)/income		–	–	(90.1)	11.6	(0.2)	(78.7)
Total comprehensive (expense)/income for the year		–	–	(90.1)	170.1	0.9	80.9
Transactions with owners:
Dividends on equity shares	8	–	–	–	(152. 2)	–	(152. 2)
Share-based payments		–	–	–	4.0	–	4.0
Transactions in own shares		–	–	–	(1.8)	–	(1.8)
Total transactions with owners		–	–	–	(150.0)	–	(150.0)
Changes in ownership interests:
Dividends paid to non-controlling interests	25	–	–	–	–	(2.1)	(2.1)
Total changes in ownership interests		–	–	–	–	(2.1)	(2.1)
Total equity at 31 December 2024		15.1	707.7	(100.4)	1,660.1	14.4	2,296.9

Other reserves include the Capital Redemption Reserve of £0 .9m (2023: £0.9m) and the Translation Reserve of £(101.3)m (2023: £(11.2)m).

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

Group Consolidated Statements continued

127 Croda International Plc Annual Report & Accounts 2024

Group Accounting Policies

The principal accounting policies adopted in the preparation of these financial statements are set out

below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements have been prepared under the historical cost convention, in

accordance with applicable law and UK-adopted international accounting standards. A summary of the

more important Group accounting policies is set out below.

Going concern

The consolidated financial statements have been prepared on a going concern basis which the Directors

believe to be appropriate for the following reasons:

At 31 December 2024 the Group had £1,075.8m of committed debt facilities available from its banking

group, USPP bondholders and lease providers, with principal maturities between 2026 and 2030, of

which £418.0m (2023: £381.2m) was undrawn, together with cash balances of £166.8m (2023: £172.5m).

The Group’s debt facilities have funding covenant requirements, principally the leverage covenant with

a maximum level of 3.5x net debt to covenant EBITDA, and interest cover.

The Directors have reviewed the liquidity and covenant forecasts for the Group’s going concern

assessment period covering at least 12 months from the date of approval of the financial statements.

Given the time horizon of these forecasts, the risk of climate change is not expected to have a material

impact on these forecasts. Based on these forecasts, the Group continues to have significant liquidity

headroom and strong financial covenant headroom under its debt facilities.

A reverse stress testing scenario has been performed which assesses that adjusted operating profit

would need to fall by almost 75% to trigger an event of default prior to 30 June 2026. This scenario

includes some mitigating actions to conserve cash, including reducing dividends and capital

expenditure. Throughout this scenario, the Group continues to have significant liquidity headroom. The

Directors do not consider this a plausible scenario. This is consistent with the bottom-up risk scenario

modelling for the long-term viability statement which considered severe but plausible, individual, and

combined scenarios, none of which trigger an event of default. Accordingly, the consolidated financial

statements have been prepared on a going concern basis.

Climate change

The Group has long recognised the scale of the climate emergency and considers this to offer both

opportunities and risks in the future. The Group’s current climate change strategy focuses on reducing

its carbon footprint and increasing its use of bio-based raw materials, whilst the benefits in using its

ingredients will enable more carbon to be saved than is emitted through operations and supply chain.

The impact of climate change has been considered in the preparation of these financial statements,

including the risks identified as part of the Task Force on Climate-related Financial Disclosures (TCFD) on

pages 37 to 47. None of these risks had a material effect on the consolidated financial statements of the

Group. In particular, the Directors have considered the impact of climate change in respect of the

following areas.

• Going concern and viability of the Group over the next three years;

• Post-retirement benefit obligations;

• Carrying value and useful economic lives of property, plant and equipment; and

• The discounted cash flows included in the value in use calculation used in the annual goodwill

impairment testing.

Whilst there is currently no material impact expected from climate change, the Group is aware of the

ever-changing risks related to climate change and will continue to develop its assessment of the impact

on the financial statements.

Significant accounting judgements and estimates

The Group’s significant accounting policies under UK-adopted international accounting standards have

been set by management with the approval of the Audit Committee. The application of these policies

requires estimates and assumptions to be made concerning the future and judgements to be made on

the applicability of policies to particular situations. Estimates and judgements are continually evaluated

and are based on historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances. Under UK-adopted international accounting

standards an estimate or judgement may be considered significant if it has a significant effect on the

amounts recognised in the financial statements or if the estimates have a risk of material adjustment

to assets and liabilities within the next financial year.

The significant accounting judgement required when preparing the Group’s accounts is as follows:

(i) Goodwill impairment – As disclosed in note 12, the Group has revised its Cash Generating Unit (CGU)

structure during the year as there has been a change in the way it monitors strategy and financial

performance. A revised operating model was implemented at the start of 2024 which has resulted

in a simplified and more cost-effective organisational structure to provide clear accountabilities and

enhanced customer focus. Accounting standards require that CGU structure is reassessed when

there have been significant changes to the way the Group monitors performance or there are other

relevant factors which would indicate the current CGU structure is no longer appropriate. The Group

has concluded that the revised operating model change required the Group to perform a

reassessment of the CGU structure used for goodwill impairment.

The determination of the Group’s CGU structure requires significant judgement to assess and

conclude on what the most appropriate CGU structure is. The assessment performed considered

the CGUs previously identified and the extent to which their separate identification remained

appropriate. The Group further considered the way in which strategy and financial performance is

assessed, alongside the level of integration of the CGU with the wider Group and the extent to which

the Group has the ability to identify independent separate cash inflows for the acquired businesses

from those of the remaining Group.

The Group specifically considered whether, if the update to CGU structure was not completed, there

would have been indicators of impairment to the previous standalone CGUs. This review considered

factors known to the Directors and considered financial performance and information up to the time

of the Group's interim results in June 2024. No impairment indicators were identified in this review.

As a result of this review, the CGU structure of the Group was revised and resulted in a reduction in

the number of standalone CGUs from ten to four.

In the prior year a significant judgement was required in relation to hedge accounting linked to the

Group’s acquisition of Solus Biotech Co Ltd. There have been no similar hedge accounting transactions

during 2024.

Group Statement of Changes in Equity

for the year ended 31 December 2024

Note

capital

£m

Share premium

account

£m

Other

reserves

£m

Retained

earnings

£m

Non-controlling

interests

£m

Total

equity

£m

At 1 January 2023

15.1

707.7

47.1

1,645.7

15.5

2,431.1

Profit after tax for the year

–

171.0

1.1

172.1

Other comprehensive expense

–

(76.7)

(17.8)

(1.0)

(95.5)

Total comprehensive (expense)/income for the year

–

(76.7)

153.2

0.1

76.6

Hedging losses transferred to cost of goodwill

–

19.3

–

19.3

Transactions with owners:

Dividends on equity shares

–

(150.7)

–

(150.7)

Share-based payments

–

1.6

–

1.6

Transactions in own shares

–

(9.8)

–

(9.8)

Total transactions with owners

–

(158.9)

–

(158.9)

Total equity at 31 December 2023

15.1

707.7

(10.3)

1,640.0

15.6

2,368.1

At 1 January 2024

15.1

707.7

(10.3)

1,640.0

15.6

2,368.1

Profit after tax for the year

–

158.5

1.1

159.6

Other comprehensive (expense)/income

–

(90.1)

11.6

(0.2)

(78.7)

Total comprehensive (expense)/income for the year

–

(90.1)

170.1

0.9

80.9

Transactions with owners:

Dividends on equity shares

–

(152.2)

–

(152.2)

Share-based payments

–

4.0

–

4.0

Transactions in own shares

–

(1.8)

–

(1.8)

Total transactions with owners

–

(150.0)

–

(150.0)

Changes in ownership interests:

Dividends paid to non-controlling interests

–

(2.1)

Total changes in ownership interests

–

(2.1)

Total equity at 31 December 2024

15.1

707.7

(100.4)

1,660.1

14.4

2,296.9

Other reserves include the Capital Redemption Reserve of £0.9m (2023: £0.9m) and the Translation Reserve of £(101.3)m (2023: £(11.2)m).

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

128 Croda International Plc Annual Report & Accounts 2024

The significant accounting estimates required when preparing the Group’s accounts are as follows:

(i) Post-retirement benefits – As disclosed in note 11, the Group’s principal retirement benefit schemes

are of the defined benefit type. Year end recognition of the liabilities under these schemes require a

number of significant assumptions to be made. These assumptions are made by the Group in

conjunction with the schemes’ actuaries and the Directors are of the view that any estimation should

be appropriate and in line with consensus opinion.

The critical accounting estimate specifically relates to the Group’s UK scheme, given the size of the

liabilities and their sensitivity to underlying assumptions. Small changes in these assumptions could

result in a material adjustment to carrying values in the next financial year. Sensitivities of key

defined benefit obligation assumptions, including those related to the Group's UK defined benefit

obligations, are included in note 11.

The Group’s accounts include other areas of estimation. While these areas do not meet the definition

of significant accounting estimates, the recognition and measurement of certain material assets and

liabilities are based on assumptions. The other areas of accounting estimates are:

(i) Goodwill impairment review of the Fragrances & Flavours CGU (note 12) – the recoverable amount,

and therefore level of headroom, is predominantly dependent upon estimates used in arriving at the

cash flow projections, terminal value growth rate, and the discount rate.

In the prior year, valuation of acquired intangible assets was considered an accounting estimate and

related to the Group’s acquisition of Solus Biotech Co Ltd. There have been no similar acquisition

transactions in 2024.

Changes in accounting policy

(i) The Group adopted the following new accounting policies on 1 January 2024 to comply with

amendments to IFRS. The accounting pronouncements, none of which had a material impact

on the Group’s financial reporting on adoption, are:

– Amendments to IFRS 16, ‘Leases’ (Lease Liability in a Sale-and-Leaseback);

– Amendments to IAS 1, ‘Presentation of Financial Statements’ (Classification of Liabilities as Current

or Non-current and Non-current Liabilities with Covenants); and

– Amendments to IAS 7, ‘Statement of Cash Flows’ and IFRS 7, ‘Financial Instruments: Disclosures’

(Supplier Finance Arrangements).

(ii) The IASB has issued the following pronouncements for annual periods beginning on or after

1 January 2025, 1 January 2026 or 1 January 2027:

– Amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates’

(Lack of Exchangeability);

– Amendments to IFRS 9, ’Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’

(Amendments to the Classification and Measurement of Financial Instruments);

– Annual Improvements to IFRS Accounting Standards – Amendments to:

– IFRS 7, ‘Financial Instruments: Disclosures’ and its accompanying guidance on implementing

IFRS 7;

– IFRS 9, ‘Financial Instruments’;

– IFRS 10, ‘Consolidated Financial Statements’; and

– IAS 7, ‘Statement of Cash Flows’.

– IFRS 18, ‘Presentation and Disclosure in Financial Statements’.

The Group is assessing the impact of these new standards and the Group’s financial reporting will be

presented in accordance with these standards from 1 January 2025, 1 January 2026 or 1 January 2027

as applicable.

GOVERNANCE OTHER INFORMATIONSTRATEGIC REPORT FINANCIAL STATEMENTS

Group Accounting Policies continued

129 Croda International Plc Annual Report & Accounts 2024

Group accounts

General information

Croda International Plc is a public limited company, which is listed on the London Stock Exchange

and incorporated and domiciled in the United Kingdom. It is registered in England and Wales and

the address of its registered office can be found on page 174.

Subsidiaries

Subsidiaries are all entities over which the Parent Company has control. The Parent 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. Subsidiaries are fully consolidated from

the date on which control is transferred to the Group. They are deconsolidated from the date that control

ceases.

The Group uses the acquisition method of accounting to account for business combinations. The

consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred,

the liabilities incurred and the equity interests issued by the Group. Acquisition costs are expensed

as incurred.

Identifiable assets acquired, and liabilities and contingent liabilities assumed, in a business combination

are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority

interest. The excess of the cost of acquisition over the Group’s share of identifiable net assets acquired

is recorded as goodwill.

Intra-Group transactions, balances and unrealised gains on transactions between Group companies are

eliminated. Unrealised losses are also eliminated.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the

policies adopted by the Group.

Transactions with non-controlling interests

The Group treats transactions with non-controlling interests as transactions with the equity owners of the

Group. For purchases from non-controlling interests, the difference between any consideration paid and

the relevant share acquired of the carrying value of net assets of the subsidiary is recorded as equity.

Gains or losses on disposals to non-controlling interests are also recorded in equity.

Intangible assets

Goodwill

On acquisition of a business, fair values are attributed to the net assets acquired. Goodwill arises where

the fair value of the consideration given for a business exceeds such net assets. Goodwill arising on

acquisitions is capitalised and carried at cost less accumulated impairment losses. Goodwill is subject

to impairment review, both annually and when there are indications that the carrying value may not be

recoverable. For the purpose of impairment testing, assets are grouped at the lowest levels for which

there are separately identifiable cash flows which are largely independent of the cash inflows from other

assets or groups of assets and where financial performance and strategy are monitored by the Group,

known as CGUs. Goodwill is allocated to the CGU that is expected to benefit from the synergies of

the acquisition.

If the recoverable amount of the CGU is less than the carrying value of the goodwill, an impairment loss

is recognised immediately against the goodwill value. The recoverable amount of the CGU is the higher

of fair value less costs to sell and value in use. Fair value less costs to sell is measured on a market-

based approach using prices and other relevant information generated by market transactions. Value in

use is estimated with reference to estimated risk adjusted future post-tax cash flows in nominal terms

discounted to net present value using a market participant nominal post-tax discount rate that reflects

the time value of money and size risk premium specific to the CGU. Post-tax calculations, rather than

pre-tax, are used as they are considered more accurate. For disclosure purposes, pre-tax discount

rates are then back-solved using the equivalent pre-tax cash flows, and therefore there is no material

difference between the calculations on a pre-tax or post-tax basis. Where required, specific risks

associated with the CGU are adjusted through changes to the future cash flow projections. The Group

uses growth estimates that track below the Group’s historical growth rates unless the profile of a

particular CGU warrants a different treatment.

Other intangible assets arising on acquisition

On acquisition, intangible assets other than goodwill are recognised if they can be identified through

being separable from the acquired entity or arising from specific contractual or legal rights.

Once recognised, such intangible assets will be initially valued using an appropriate methodology.

Following initial recognition, the assets will be written down on a straight-line basis over their useful

lives, which range from 7 to 20 years for technology processes and from 3 to 20 years for trade

names, brands and customer relationships. Useful lives are regularly reviewed to ensure their

continuing relevance.

Research and development

Research expenditure, undertaken with the prospect of gaining new scientific, technical or commercial

knowledge and understanding, is charged to the income statement in the year in which it is incurred.

Internal development expenditure, whereby research findings are applied to a plan for the production of

new or substantially improved products or processes, is charged to the income statement in the year in

which it is incurred unless it meets the recognition criteria of IAS 38 ‘Intangible Assets’. Development

uncertainties typically mean that such criteria are not met, most commonly because the Group can only

demonstrate the existence of a market at a late stage in the product development cycle, at which point

the material element of project spend has already been incurred and charged to the income statement.

This includes, for example, substantiating potential product claims for use by our customers. Until the

desired outcome of such work can be proven, at an economic production cost, the market for a product

cannot be said to exist. Furthermore, the Group does not have the ability to reliably measure the

development expenditure attributable to all projects during development.

Where, however, the recognition criteria are met, intangible assets are capitalised and amortised over

their useful economic lives from product launch.

Intangible assets relating to products in development are subject to impairment testing at each

balance sheet date or earlier upon indication of impairment. Any impairment losses are written off

to the income statement.