transforming
for growth
Annual Report and Accounts 2025

Our reporting suite
Strategic report
Highlights 1
At a glance 2
Investment case 3
Our Purpose 4
Our business model 5
Chair’s statement 7
Our culture and values 9
Megatrends and market environment 10
Chief Executive’s statement 11
Driving consistent growth 15
Transformation 17
Delivering sustainability leadership 18
Finance review 20
Key performance indicators 25
Business reviews 27
Risk management 33
Long-term viability statement 40
TCFD 41
Non-financial and sustainability information statement 48
Contents
Governance
Chair’s introduction to Governance 50
Board biographies 51
Board activity 54
Engaging with stakeholders 57
Board leadership 61
Audit, risk and internal control 64
Nomination Committee report 66
Sustainability Oversight Committee report 70
Audit Committee report 72
Remuneration Committee report 78
Directors’ report 110
Financial statements
KPMG LLP’s Independent Auditor’s Report 114
Group Consolidated Statements 129
Group Accounting Policies 134
Notes to the Group Accounts 143
Company Financial Statements 172
Notes to the Company Financial Statements 174
Reporting hub
Access Croda’s latest Annual Report and
comprehensive insights
2025 Sustainability Progress Statement
Summary of our sustainability agenda and
progress, introduced by Steve Foots, CEO
2025 Reporting Data Pack
Tabulated multiyear financial and non-
financial data, including GRI and SASB
disclosures and PAI statements
Scan the code for online versions
of ourreports
Sustainability performance
Our reporting parameters 178
Materiality 179
Our businesses’ impact on the SDGs 180
Climate Positive 181
Nature Positive 185
People Positive 186
Governance 187
Assurance and restatements 188
Other information
Related undertakings 189
Shareholder information 192
Five-year record 194
Alternative Performance Measures 196
Glossary 198
Our award-winning ingredients
Croda has been named Britain’s Most Admired Chemicals
Company for the tenth year running, highlighting our leadership
in smart science and high performance ingredients.
Mel[o]stem™: targets both dark and white
pigment disorders caused by age and sun
damage, promoting a radiant, even complexion
while preserving your skin’s natural beauty.
Natrineo CR8: a single-step, PEG-free¹
emulsifier that allows formulators to create
stunning water-in-oil-in-water emulsions with
just one ingredient, delivering an indulgent,
non-greasy, luxurious feel.
Sustainably sourced Squalene: to replace
shark-derived squalene for the vaccine industry
– collaboration award for partnership with Amyris.
Ameyezing 4.0™: visibly reduces under-eye
dark circles, both hyperpigmented and
vascular types, along with puffiness, redness
and hyperpigmentation for a refreshed,
youthful appearance.
Recognition
As we strive to improve our impacts, we value external
recognition from independentsources.
1. PEG-free: a product formulated without polyethylene glycol
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Highlights
Organic sales growth
7%
2024: (1%)
Return on Invested Capital
8.2%
2024: 7.7% (restated)
Employee Net Promoter Score
+21
Increased from +11 in March
2025 when the metric was
introduced
Adjusted operating margin
17.4%
2024: 17.2%
Ordinary full year dividend
111.0p
2024: 110.0p
Total scope 3 emissions
(TCO
2
e)
1,330,561
2024: 1,190,132
IFRS profit before tax
£91.0m
2024: £207.8m
Safety – Total Recordable
Injury Rate
0.61
2024: 0.47
Customer Net Promoter Score
+43
2024: +32
Financial Non-financial
See p196 for definitions
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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.
Group sales
At a glance
We provide innovative ingredients and develop solutions for customers that enhance the performance of their products and
help them to differentiate their brands.
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 products are formulated
correctly and function effectively.
Life Sciences
Pharma
We develop components and
systems for the delivery of
Active Pharmaceutical
Ingredients (APIs), enabling
delivery of a wide range of
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.
By sector By region
Our footprint
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 44 principal manufacturing sites, including 11 larger multi-purpose sites that manufacture for
multiple businesses utilising common processes and technologies.
Asia
15
manufacturing sites
18
innovation sites
25
sales offices
1,699
employees
At a glance
Consumer Care
Life Sciences
Industrial Specialties
57.2%
31.3%
11.5%
EMEA
North America
LATAM
Asia
40.3%
23.6%
11.0%
25.1%
North America
5
manufacturing sites
6
innovation sites
4
sales offices
812
employees
Latin America
6
manufacturing sites
6
innovation sites
11
sales offices
473
employees
EMEA
18
manufacturing sites
20
innovation sites
28
sales offices
2,970
employees
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Delivering on our transformation plan
• Optimising product portfolio
• Optimising supply chain
• Simplifying organisation
• Leveraging AI, data and digitalisation
Investment case
Our investment case
A differentiated business delivering on our plan to grow earnings and returns.
Building on our strengths Delivering on our plan
Driving consistent growth
• Refocusing innovation
• Improving customer experience
• Maximising returns from investments
• Driving consistent growth in key markets
Financial framework to full year 2028
• 3-6% organic sales growth CAGR
• Adjusted operating margin >20%
• Free cash flow to sales >12%
• Return on Invested Capital >10%
To drive improved performance
Read more on page 5-6 Read more on pages 15-17 Read more on page 24
Maximising shareholder value
• Strong balance sheet (leverage ratio: 1.3x)
• 34-year record of dividend progression
• Growing earnings and cash per share
• Opportunity for additional
shareholder returns
Higher-growth portfolio
• Niche positioning in attractive markets
• Global reach with local presence
Differentiated business model
• Unrivalled customer intimacy
• Enable unique customer product claims
See our full business model on page 5
Leveraging core capabilities
• Innovation-led approach
• Sustainability at the core
3 Croda International Plc Annual Report & Accounts 2025
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Our Purpose
Our Purpose – Smart science to improve lives™
Our Purpose is deeply embedded throughout Croda. In line with our Purpose, we are committed to being the most
sustainable supplier of innovative ingredients by becoming Climate, Nature 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 as part of creating value
for our customers. The breadth and depth of our portfolio
means we are well positioned to use our Smart science to
improve lives
TM
, which is further enhanced by the work of
Croda Foundation, improving lives through better access
to healthcare and more sustainable livelihoods.
Croda Foundation’s partnership with Nitidae is seeking to
transform cocoa farming in Côte d’Ivoire. Over 305 farmers
have restored 184 hectares of aging cocoa plantations,
adopting sustainable agricultural practices that improve
yields and protect forests. More than 16,000 people have
also benefited through training and knowledge sharing.
As Kouassi, a cocoa farmer from Bassadzin, shared:
“Before Nitidae, my field was dying. Now, after pruning
and replanting, the air and sun reach the trees, and my
cocoa is healthy again.” The project is building a foundation
for environmentally friendly cocoa production and stronger
rural livelihoods.
Read more online at www.croda.com
Climate Positive Nature Positive People Positive
Key:
Protecting nature in our supply chains, enabling sustainable
use of our ingredients in consumer care products to
promote the hygiene, health and wellbeing of consumers
(see p29)
Read more online at www.croda.com
Protecting ecosystems, contributing to nature
restoration and ensuring the reliable supply of
drug delivery ingredients to help prevent, treat
and potentially cure disease (see p32)
Read more online at www.croda.com
Reducing greenhouse gas (GHG) emissions and lowering
costs for farmers, while minimising the impacts of crop
protection products on human health and biodiversity
through innovation in our agriculture technologies (see p32)
Read more online at www.croda.com
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Our business model
Global
needs
Global
impact
Problem
discovery
Commercial
supply
Solution
development
Ingredient
manufacture
Creating value through customer-focused innovation
We sell small quantities of
innovative ingredients that are
vital to the performance of our
customers’ products. We ensure
our capabilities help customers
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, so insights about
their challenges contribute
directly to how we innovate.
We design innovative ingredients
that deliver vital functionality with
superior sustainability profiles to
customer formulations, balancing
between new product
development, application-driven
innovation, and customer-led
ideas, bringing smarter solutions
to market faster.
We produce ingredients to
consistently high standards using
bio-based raw materials at 44
sites globally, all of which have
decarbonisation roadmaps in
place. We operate flexible,
capital-light manufacturing sites,
rather than large continuous
operation plants, producing
ingredients in small batches
rather than high volumes.
We sell and deliver 6,000
ingredients directly to our
customers using local
warehouses and distribution
for speed and flexibility.
We tailor ingredients for
specific applications and
formulate solutions using
multiple ingredients.
By using our innovative
ingredients, customers maximise
the impact of their products with
minimum footprints, so that our
smart science contributes to
improving lives. We are building
a more complete picture of the
wider benefits in use of our
ingredients by engaging with
customers to understand their
full lifecycle.
A key competitive advantage is our direct sales team who work closely with R&D colleagues to co-create solutions with our
customers, supported by flexible manufacturing using mainly natural raw materials.
16,000
customers
1,700
patents
58%
bio-based
raw materials
18%
global population
increase by 2050
1
>90%
customers retained
over 5 years
>290,000
fewer hectares required
globally for agriculture
2
Leveraging our core capabilities
Proprietary chemistries
We use mainly natural raw materials and
proprietary downstream processes across
derivatisation, refinement and purification,
to provide 6,000 specialty ingredients to
more than 16,000 customers.
Shared production
Our businesses leverage core capabilities to meet
customer needs. Ingredients sold into multiple
markets are produced at shared manufacturing
facilities, accounting for ~60% of our sales and
~70% of our sales volumes.
Global direct-to-customer
sales team
With close alignment between our sales,
marketing and R&D teams we develop deep
relationships with multinationals, ‘regional
giants’ and local customers.
Shared R&D
By leveraging shared R&D
expertise, formulation advice,
and testing, we create value
for customers.
1. United Nations World Population Prospects 2024.
2. Cumulative land area saved 2020-24 above a 2019 baseline as a result of the use of our crop and seed technologies.
5
Croda International Plc Annual Report & Accounts 2025
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Our business model continued
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Our people
Our employees choose to
work for Croda because they
identify with our Purpose, are
excited by our Commitment
and see our values (see p9)
aligning with their own.
Our suppliers
We work with suppliers to help improve
sustainability practices in supply chains, and
increase transparency for our customers.
Our customers and markets
Our customers use our ingredients to differentiate
their own products and to meet their
sustainability commitments.
Planet
We work to reduce the
negative environmental
footprint associated with our
operations, and innovate to
help solve some of the world’s
biggest environmental
challenges through the use of
our products. We collaborate
with external initiatives and
organisations to better assess,
measure and address our
impacts and dependencies.
Society
Our smart science is
improving the lives of
people around the world.
Our ingredients contribute
to improving health and
wellbeing. The Croda
Foundation invests funding
from Croda to sustainably
improve livelihoods and
improve access to
health care.
How we create value and impact through our stakeholders
Our innovation partners
Our partnerships contribute to the technologies we
can deploy to make an impact. Our understanding of
our customers’ needs helps partners secure funding
and develop breakthrough technologies.
Our shareholders
Investors need to understand risks and opportunities arising
from Environmental, Social and Governance (ESG) issues. Our focus
on impact and approach to sharing data enables shareholders to
understand the positive effects we bring and how we are
connecting this to business growth opportunities.
Industry
By actively participating in consortia and trade
associations, we enable industry-wide
challenges to be addressed and help develop
improved regulations and voluntary
sustainability standards.
Our local communities
Croda employees donated 5,149 hours via our 1%
Club through volunteering in their local communities.
This focuses on Science, Technology, Engineering
and Mathematics engagement with young people:
sponsoring students, disadvantaged and
underrepresented groups.
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Letter to shareholders
Chair’s statement
Dear Shareholders,
Croda is a global business with a strong heritage and a
clear focus on innovation. In an increasingly uncertain world,
innovation differentiates businesses and drives long-term
success. I am encouraged by the breadth of innovation
across the Group, spanning process improvements, new
product development and enhancements to existing
products, underpinned by close collaboration with customers.
This partnership model enables us to deliver high-value,
speciality ingredients that help customers build stronger
brands and address their most pressing challenges.
Performance – a year of transition and transformation
Croda today has a higher-quality, more differentiated portfolio
than five years ago, serving attractive markets supported by
long-term growth drivers. However, the Board is disappointed
with recent performance and believes the business can deliver
more. In response, during 2025 we reviewed our business and
launched a growth and efficiency transformation programme,
to strengthen performance, returns and sustainable growth.
While delivery sits with the executive team, the Board is
closely involved, providing oversight, challenge and guidance.
The programme places customers firmly at the centre of the
business, building on Croda’s core strengths of innovation,
customer intimacy and a distinctive culture. We aim to deepen
customer relationships and accelerate innovation through
best-in-class service and more localised innovation capabilities.
Alongside our strategy we are executing a transformation
programme, to reduce costs by ~£100m for full year 2028, and
improve the efficiency and effectiveness of our processes and
operations, spreading best practice across our global business.
Innovation
Innovation remains central to Croda’s differentiation. We
continue to focus on innovating at the top of our portfolio,
while actively managing and, where appropriate, rationalising
less differentiated products. The Board has reviewed the
innovation pipeline and remains confident in its strength,
supported by unrivalled claims data and solutions often tailored
to individual customers. New product launches in 2025, such as
Zenakine, a naturally derived neuroactive ingredient developed
in partnership with a start-up, to address the effects of stress on
skin, demonstrate our continued ability to deliver solutions that
matter. New process innovation includes our investment at our
pharma facility in Leek, which supported the launch of Super
Refined™ Poloxamer 188.
The Board has established an Innovation Advisory Council to
be chaired by Non-Executive Director, Keith Layden to increase
the time and focus by the Board on innovation and our science
and technology. The Council will comprise both internal and
external experts to provide strategic insight into emerging
technologies, disruptive science, and process platforms,
aligning with our approach to ‘Open Innovation’ and ensuring
Croda maintains its position as a world-class, innovative and
differentiated business.
The Council will support the Board by undertaking deep
dives into areas requiring detailed technical and strategic
discussion, challenging existing assumptions and refining
Croda’s innovation model to ensure alignment with evolving
customer needs and market dynamics.
Sustainability
During 2025, the Board Sustainability Oversight Committee
reviewed progress against our sustainability strategy and
worked with management to define priorities for the remainder
of the decade. Our refreshed sustainability strategy is more
focused, prioritising areas that customers value most and
where Croda can have the greatest impact.
An early outcome of the strategy refresh was our re-
commitment to science-based targets for greenhouse gas
emissions, validated by the Science Based Targets initiative.
The inclusion of a Scope 3 target covering land-based
emissions within our supply chain reflects the Board’s focus
on addressing Croda’s most material environmental impacts.
We also remain committed to the Croda Foundation, our
independent charity, which has delivered measurable change
to over 23 million people through 59 projects across 23
countries since its founding in 2021. The Foundation
concentrates on two key areas: improving livelihoods and
improving access to health, with poverty alleviation the guiding
aim of its work. Employee-nominated projects are a hallmark
of the model and continue to embed purpose across Croda,
connecting staff pride to tangible social impact outcomes.
Talent and succession
We were pleased to welcome Stephen Oxley as Chief Financial
Officer on 1 April 2025. Stephen’s experience in strategy
execution and performance improvement has helped shape
our transformation programme. We also welcomed Thomas
Riermeier as President Life Sciences, whose background in
Healthcare and Pharma brings valuable external perspective,
and Thiru Selvan, promoted to President of Operations, who is
leading enhancements to our global supply chain.
“As Croda enters its second
century, we do so with
confidence, underpinned by
innovation and a shared sense
of purpose.”
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Chair’s statement continued
Together, these appointments strengthen the Executive
Committee which now combines fresh thinking with deep
organisational knowledge. More broadly, the Board has
increased its focus on talent development and succession
planning, regularly reviewing leadership capability and
engaging with high-potential employees globally to ensure
robust succession for the future.
Stakeholder engagement
Engaging with our stakeholders remains a priority for the
Board. The principal role of the Board is to ensure obligations
to shareholders and all other stakeholders are understood and
met. As well as spending time with the Executive Committee
and senior leaders, I continue to invest time out of the
Boardroom to meet employees, industry experts and our
shareholders. In October, fund managers and corporate
governance specialists representing 25% of our issued share
capital joined us for lunch to discuss shareholder priorities.
Shareholders appreciated the opportunity to meet and
were positive about the honesty and transparency of Croda’s
engagement. They were aligned with the Board’s view that
the Company’s priorities should be execution and operational
delivery to grow earnings and improve returns. They were
also supportive of the Board’s focus on talent management,
particularly given recent Executive Committee changes. I would
like to thank everyone I have met for their open engagement
and continued support.
I value spending time with employees across the Group and
during visits this year, was struck by the strong collaboration
across teams and markets, particularly within our research and
development (R&D) community. This sharing of knowledge and
expertise underpins our ability to deliver consistent, high quality
solutions to customers.
Despite market volatility and the structural changes driven by
our transformation programme, our 2025 employee NPS was
+21, with belief in and advocacy for Croda at +28. The Board
remains committed to protecting and strengthening Croda’s
culture and values.
During the year, I spent time with teams across our global
business and at our R&D laboratories in Cowick and Daresbury
in the UK. I also visited our facilities in Princeton in the US, Spain,
Singapore, Korea and our seed enhancement business based in
the Netherlands, and saw first-hand how our teams collaborate
across sectors and markets. Strong cross-business collaboration
has been a key driver in progressing the commercial success
of our ceramide range. This work, led by the teams in France
and South Korea, has been strengthened by outstanding
collaboration across our global network, including the R&D
team in China, the neuro-evaluation team in Singapore, the
Princeton Haircare team, and the encapsulation teams in
Cowick and Brazil. This collective, multi-market effort across
multiple products and applications demonstrates our ability to
leverage global expertise to accelerate innovation and deliver
added value.
We also continued to bring the customer voice into the
Boardroom through surveys and direct engagement. Working
collaboratively with the Executive Committee, members of our
Board met with key customers. This provides us with a unique
opportunity to hear from customers directly. In the Beauty area
specifically, meetings with customers have helped inform on
trends and dynamics in this fast-moving sector which have
helped to drive innovation and ensure that our customers
remain at the forefront. Such insights help us to understand
business trends and dynamics and to work with the Executive
Committee to identify opportunities and priorities by sector and
by region. Feedback from customers, alongside improved Net
Promoter Scores has reinforced Croda’s position as a trusted
partner and gives the Board confidence in the Group’s long-
term prospects.
Board composition and dividend
In July 2025, Julie Kim retired from the Board following her
appointment as Group CEO of Takeda Pharmaceutical. We
thank Julie for her valuable contribution and wish her every
success. In January 2026, Jill Anderson joined the Board,
bringing more than 30 years of international leadership
experience in the health care sector, most recently at GSK,
across finance, commercial, research and supply chain roles.
Our Directors’ Remuneration Policy was last approved by
shareholders at the 2023 Annual General Meeting (AGM) and
will therefore require re-approval at the 2026 AGM. In advance
of this, the Committee has reviewed the Directors’
Remuneration Policy to ensure that it continues to appropriately
support the achievement of the Group’s strategic objectives.
The Board recognises the importance of shareholder returns
and a final dividend of 63.0p has been proposed, resulting in
a full-year dividend of 111.0p. This represents a payout ratio of
76%, above our target range of 40-50%, however with a strong
balance sheet and confidence in the longer-term outlook, the
Board remains committed to at least maintaining the dividend.
This is in line with our capital allocation policy, detailed on page
23, which aims to provide regular returns to investors.
Looking ahead
As Croda enters its second century, we do so with confidence,
underpinned by innovation and a shared sense of purpose.
Our success over the past 100 years has been driven by our
ability to anticipate change and respond through science-led
innovation, guided by the expertise and commitment of our
teams. As a knowledge-based business, our people are critical
to the future success of the Company, and I’d like to thank our
teams around the world for their ongoing commitment to Croda
and our customers.
While external conditions remain uncertain, Croda’s
transformation is underway. The Board believes the actions
being taken will strengthen the Group’s ability to deliver
sustainable growth and improved returns over the medium
and long term. We remain committed to disciplined
stewardship, transparency and long-term value creation.
Danuta Gray
Chair
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7.7%
voluntary
employee
turnover
Developing and retaining our people
In 2025, our voluntary employee turnover reduced by
over 1% to 7.7% (2024: 9.1%). This was despite significant
organisational and cost reduction activities being
implemented throughout the year, reflecting our focus on
engagement and retention of talent. 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. We continued to support employee training,
with a focus on self-led development. 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.
Our strategic workforce plan, developed through 2025,
provides a structured framework for talent acquisition,
assessment, development and succession planning. It
strengthens leadership capability and business continuity,
with increased focus on identifying high-potential
individuals and supporting their development. In addition
to formal succession, we continue to review critical roles
across regions and functions that are essential to delivery.
As we move into 2026, we plan to enhance the maturity
and structure of our mentoring culture with the launch of
two new initiatives to broaden perspectives and strengthen
leadership capability.
Our culture and values
Our culture and values
Nurturing a unique culture to stay agile and deliver consistent performance.
YourVoice insights
(December 2025)
Overall eNPS: +21
Belief: Employee willingness to
advocate for Croda +28
Satisfaction: Overall
satisfaction with day-to-day
work experience +15
Listening and acting
Insight from our people helps to shape how these changes
are experienced and embedded across the company.
In March 2025, we enhanced our employee listening
approach by capturing authentic feedback on a continuous
basis to strengthen engagement. Our new ‘YourVoice’ tool
enables our people to share their experiences safely and
consistently, while providing leaders with clear, actionable
insight into what matters most to their people.
Moving beyond periodic surveys to continuous listening
is helping us identify emerging trends, address issues
early, and make informed decisions that support a
positive and inclusive workplace culture.
Employee feedback highlighted the importance of clear
communication in helping our people understand our
strategy and priorities. In response, we have strengthened
communications and increased leadership visibility, using
a broader range of channels and formats to help translate
strategy into everyday context. These steps are helping to
build greater understanding, alignment and engagement
across the organisation, as the business continues to evolve.
Employee Net Promoter Score (eNPS) is calculated as
promoters (scores 9–10) minus detractors (scores 0–6); the
score ranges from –100 to +100. No prior year comparator
scores are available as the score is new.
Our culture and values
Our people are central to how we perform and how we
continue to evolve as a global, science-led business. We
bring together expertise from across the organisation to
serve customers and create long-term value, guided by
our Purpose, Smart science to improve lives
TM
.
Our Values set clear expectations for how we work and lead.
‘Responsible’, ‘Innovative’ and ‘Together’ shape our culture
and guide every decision we make, inspiring us to take
ownership of our actions and care deeply for each other,
our communities and the environment.
Our ‘One Croda’ culture, reinforced through our remuneration
practices, brings us together as a global, connected and values
driven team. It aligns us behind a shared purpose and
behaviours that promote innovation, responsibility and inclusion.
Built on accountability, collaboration and trust, this culture helps
us stay agile and entrepreneurial while delivering consistent,
high-quality execution across all regions and functions.
As we continue to modernise through our transformation
programme, we are simplifying ways of working, aligning global
practices and strengthening the tools and capabilities that
support our people. The programme is designed to reinforce
accountability, enable more effective decision-making, support
knowledge sharing, and deliver more reliably for customers,
while maintaining a strong focus on engagement and wellbeing.
During the year, leaders were required to make difficult
decisions relating to headcount as part of organisational change.
These decisions were made with care and sensitivity, supported
by clear communication and appropriate support.
Our
purpose
Foundational competencies
Self-led development
Functional/technical capability
Our
values
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
Associated behaviours
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Megatrends and market environment
Megatrends and market environment
Our portfolio is aligned with long-term growth drivers in our markets, including a growing, ageing and urbanising
global population.
Consumer Care
Longer-term trends
With urbanisation driving continued middle-class expansion
and one in six people now over 65 years old, there is increasing
demand for beauty products from diverse populations all over the
world. Consumers want culturally relevant products resulting in
the continued success of local beauty companies which Croda is
well placed to serve. There is a bifurcation in consumer spending
power, with less affluent consumers demanding cost-effective yet
high performance ingredients, and wealthier consumers driving
continued demand for prestige brands. Our response is to
regionalise our offer to enable greater tailoring to specific
country needs, and deliver benefits to our customers’ masstige
as well as prestige products, which both offer attractive returns.
L&R share of product launches (%)
2024
2014
Source:
Mintel
81
91
61
86
Hair
Skin
Current market environment
The current environment in consumer markets is marked by
three things which are driving our priorities and actions in
Consumer Care. They are a return of demand for innovation,
greater demand from outside Europe and the continued rise
in importance of local and regional (L&R) customers.
Through the pandemic and immediately afterwards, customers
focused on supply and demand challenges ahead of innovation.
Demand for innovation has since returned as our customers
respond to consumer and regulatory trends changing more quickly
than ever before. Secondly, we are seeing improved demand
outside Europe. This includes North America, where consumer
sentiment saw some improvements in the second half of 2025, and
in Asia which is both the highest-growth beauty region according to
market data and the fastest-growing region for Croda Beauty over
the last three years. Thirdly, L&R customers continue to innovate
and grow quickly. With our business model optimised to serve
customers of all sizes we are well positioned to meet their needs.
For example, our F&F business focuses almost entirely on smaller
customers, mainly in emerging markets, who are growing twice as
fast as the market as a whole. This should enable our F&F business
to continue to grow ahead of peers.
Agriculture
Longer-term trends
The challenge in agriculture is to produce 30% more food by
2050 when land is limited, crop yields are falling, and regulations
are becoming tighter. For farmers, these changes need to occur
when unstable geopolitics are driving deglobalisation, and
economic volatility is impacting grower profitability. Faced with
such challenges, crop science companies are working with
partners such as Croda who can help them meet these
development needs and balance productivity with sustainability.
Our response is to develop new effects to meet unmet market
needs, enhancing the differentiation of our portfolio.
Current market environment
Demand for our ingredients from our agriculture customers has
been more volatile than in any other sector over the last five
years. 2025 saw a recovery in demand from larger crop science
customers, aided by our proactive actions. Demand in 2026 is not
expected to benefit from the customer inventory rebuild that
positively impacted our performance in 2025, but with crop
commodity prices stable, volatility should be less pronounced
than in recent years. The customer environment in agriculture
has been changing, with MNCs focusing on their core activities,
the rise of generic manufacturers particularly in China, and
ongoing consolidation of smaller biopesticide specialists. We are
responding with comprehensive customer segmentation and the
continued regionalisation of our R&D expertise.
Crop commodity prices
Corn
Soybean
Wheat
200
520
840
1,160
1,480
1,800
2028202720262025202420232022202120202019
Source: Factset
Pharma
Longer-term trends
Population growth is putting pressure on health care systems,
with the prevalence of significant diseases increasing and health
care now representing 9% of global GDP (2020: 7%). This requires
both more advanced drugs as well as more cost-effective
provision. This is driving the continued success of generics and
contract manufacturers, and the expansion in China’s role as
a global originator, all of which are opening up more diverse
opportunities for Croda. Our response is to optimise our existing
range of delivery systems to meet the needs of the generics
market and further build our relationships with drug developers
in China where our ingredients are already registered with the
Chinese pharmacopeia.
New drugs under development
USA
China
UK
Source: Citeline, Pharma R&D whitepaper, 2025
0
2,000
4,000
6,000
8,000
10,000
12,000
2025
202020152010200520001995
Current market environment
The regulatory environment in the USA created uncertainty
for our customers in 2025. This impacted sales for some of our
solutions (for example, vaccine adjuvants). Customer confidence
improved in the second half year, with more robust demand
for our longer-standing ingredients, as well as lipids for drug
research. However, with drug development timescales having
reverted to their pre-pandemic norms and clinical programmes
taking longer to commercialise, breakout growth opportunities
associated with novel therapies are likely to take longer
to materialise.
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Chief Executive’s statement
Chief Executive’s statement
“We are driving growth and
transforming the Business to
deliver consistent sales growth,
enhanced profitability and
increased cashflows.”
FY25 results – continued progress in an
uncertain market
We are encouraged by early progress in 2025 as we implement
our plan to grow earnings and returns. In an uncertain trading
environment, Group sales were up 7% at constant currency.
Although margins are still significantly below their medium-
term potential, they improved in both key businesses,
contributing to an 8% increase in Group adjusted operating
profit. Adjusted profit before tax was £276.2m (2024: £260.0m),
or £282.0m at constant currency, in line with guidance. Whilst
free cash flow (post exceptionals) of £161.6m was £8m lower
than the (restated) prior year, it improved in the second half
year due to lower working capital and capex, with the debt
leverage ratio falling to 1.3x EBITDA (31 Dec 2024: 1.4x; 30 Jun
2025: 1.5x). The Board is proposing a one pence per share
increase to the full year dividend to 111p (2024: 110p).
Consumer Care and Life Sciences grew sales, adjusted
operating margins and profits, with sales up 8% in both
businesses at constant currency. In Consumer Care, Fragrances
and Flavours (F&F) continues to outperform peers, and growth
in Beauty was supported by more robust consumer sentiment
in North America in the second half year. In Life Sciences, Crop
Protection benefited from a recovery in demand from larger
customers following an extended period of destocking, and
Pharma delivered its strongest performance of the year in the
final quarter despite the US regulatory environment continuing
to create uncertainty for our customers.
Growing earnings and improving returns
We are driving growth and transforming the Business to deliver
consistent sales growth, enhanced profitability and increased
cashflows. Our financial framework to full year 2028 targets
3-6% organic sales CAGR over three years and at least 20%
adjusted operating margin, 12% free cash flow-to-sales ratio
(post exceptionals) and 10% Return on Invested Capital for full
year 2028.
Building on our strengths
Our plan builds on the strengths of Croda, both our
differentiated business model with its core capabilities,
and a higher-growth portfolio.
Our business model is highly differentiated and enables us
to create value through direct selling and customer-focused
innovation. We use mainly natural raw materials and proprietary
downstream processes across derivatisation, refinement and
purification, to provide ~6,000 specialty ingredients to more
than 17,000 customers. A key source of competitive advantage
is our direct sales team who work closely with our customers
and R&D colleagues globally to tailor ingredients for specific
applications and formulate multiple ingredients into solutions.
Our eight business units leverage core capabilities to meet
customer needs. Ingredients sold to Beauty Care, Home Care,
Crop Protection and Industrial Specialties customers, as well as
some Pharma ingredients, are produced at shared manufacturing
facilities, accounting for ~60% of our sales and ~70% of our
sales volumes. We go to market in a similar way across all
businesses, creating value for customers by leveraging shared
R&D expertise (for example in biotechnology), formulation
advice, and testing to verify the performance claims customers
make based on the solutions we provide.
We have come to the end of a period of heightened investment
over the last five years, repositioning our portfolio for higher
growth. This has reinforced our leadership in innovation (with
sales of patented ingredients increasing 9% in-year, leveraging
over 1,700 patents) and sustainability (as validated by external
rankings including our longstanding ‘triple A’ rating from MSCI).
In 2025:
• 89% of our sales were to consumer, pharma and agriculture
markets compared with 73% in 2019
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Chief Executive’s statement continued
• Local and regional customers (L&Rs), who are growing more
strongly than multinational companies (MNCs) and bringing
more products to market, now represent 82% of Consumer
Care sales (2019: 73%) and 56% of Crop Protection sales
(2019: 44%)
• Our footprint outside Europe and North America has also
increased to 48% of sales (2019: 37%), enabling us to access
higher-growth countries in Asia, the Middle East and
Latin America.
Through this transition, we have moved closer to higher-growth
markets, niches, customers and regions.
So why has our performance been inconsistent over the
last three years and what have we learnt? Sales have been
impacted by the market environment, due to volatile demand
post the COVID-19 pandemic, and a gap in sales volumes
compounded by the divestment of the majority of our
Industrials business in 2022. The drivers of our recent profit
performance are more specific to Croda, with operating profit
margins adversely impacted by a higher cost base (particularly
operating costs), but product and gross margins remaining
relatively stable, demonstrating the quality of our business.
2020-25 was also a period of heightened investment which
has positioned us for growth but increased our invested capital
base and contributed to lower returns on invested capital. 2023
was the post COVID-19 low point for sales and profit, with
progress in 2024 gathering further momentum in 2025.
Building on the five-point plan we communicated in 2025, we
are stepping up execution to improve performance, by driving
growth and transforming the Business, which enables us to take
out costs to enhance profitability, alongside delivering
structural change.
Driving consistent growth
To deliver more consistent growth, we are refocusing on
innovation, leveraging our proximity to customers, and
maximising returns following a period of peak investment.
As outlined in the Business Reviews, we are also driving
consistent growth in key markets, reinvigorating Beauty – to
take advantage of the full range of opportunities globally, and
rebalancing Pharma – to put a greater emphasis on our core
pharma ingredients (ingredients for consumer health and
excipients which represent 70% of sales and grow well at high
margins). Our Business is already well invested so we are not
having to ramp up investment to deliver consistent growth.
Through the pandemic and immediately afterwards, customers
prioritised supply and demand challenges ahead of innovation.
With demand having returned, we are refocusing innovation,
introducing a new rigorous Group-wide framework for prioritising
innovation and rebalancing R&D resources to ensure innovation
is more customer-focused. This puts greater emphasis on
co-creation with customers and finding new markets for
existing ingredients, as well as the development of new
ingredients. It also recognises that sustainable innovation
should be focused on objectives that customers value most
and where we can have the biggest impact, for example
augmenting the low carbon footprint of our ingredients by
further reducing the associated scope 3 emissions. Key metrics
demonstrate the good early progress we have made in 2025.
• Our approach to customer co-creation leverages our ability
to tailor individual ingredients and formulate multiple
ingredients to meet specific customer requirements. The
average pipeline value of each customer co-creation project
increased by 12% in 2025, with projects including co-creating
PEG-free variants of existing ingredients
• We optimise our existing ingredient range to meet the
needs of particular regions, markets or customers. Projects
included developing our existing lipids range for the pharma
generics market
• We develop new ingredients to fulfil unmet needs, with
sales of new ingredients increasing by 10% this year at
constant currency. New launches included Kerabio K31 from
our Beauty Care business, a biomimetic bond-builder for hair
that enables brands to compete with market leaders in the
hair repair market, which has a high selling price, more in
line with an active ingredient, providing the potential to
enhance profitability.
Our direct-to-customer sales model, together with the close
alignment of sales and R&D, represents a significant source of
competitive advantage, with customer retention data showing
that we retained ~90% of larger customers from 2019-24
despite significant market volatility. We are improving
customer experience, by gaining a clearer understanding of
customer segmentation and introducing tailored solutions and
bespoke service packages for L&Rs, ‘regional giants’ and MNCs.
• For local customers, we are regionalising claims testing and
formulation support, for example replicating the world-
leading claims testing that we undertake at our Beauty
Actives site in Paris, in other locations in Asia. Sales to L&R
customers grew by 9% in Consumer Care at constant
currency in 2025
“Building on the five-point plan
we communicated in 2025, we
are stepping up execution to
improve performance, by driving
growth and transforming the
Business which enables us to
take out costs to enhance
profitability, alongside
delivering structural change.”
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Chief Executive’s statement continued
• We are deepening relationships with ‘Asian giants’ across
Beauty, Pharma and Crop Protection with sales to the top 5
‘Asian Beauty giants’ growing 19% over the last two years and
Crop sales to tier ‘2’ customers up 36% in 2025 both at
constant currency
• We have strong relationships with MNCs across our key
markets and are a strategic partner to every major Beauty
brand. In 2025, we grew sales with 4 of the top 5 Beauty
customers and by 14% with our major Crop Protection
customers at constant currency.
The strength of our customer relationships is demonstrated by
customer Net Promoter Scores (NPS) which have continued to
improve as we play to our strengths. Customers rate us highly
for product quality – the most important customer need where
we rank top of the industry benchmark, as well as innovative
products, sustainability and trust – where we rank in the top
quartile. Through transformation we are driving best practice in
order delivery, customer service and access to information. NPS
results for 2025, based on ~3,500 responses, were:
• Consumer Care +42 (2024: +31)
• Life Sciences +49 (2024: +41)
• Industrial Specialities +32 (2024: +26)
• Croda Group +43 (2024: +32)
We are maximising returns from investments made over the
last five years as we have transitioned our portfolio, to ensure
that they deliver incremental sales and profit growth. This
period of heightened investment included both acquisitions –
to enhance our capabilities and accelerate growth in Consumer
Care and Pharma, and growth-focused capex, notably in Asia
and post-acquisition investment to scale up pharma lipids.
• Acquisitions made during this period delivered good growth
in 2025, with F&F sales up 15% in constant currency and
Avanti lipid sales for drug research growing double-digit
percentage CAGR at constant currency in the last three years
despite customer uncertainty caused by the US regulatory
environment. Sales of ceramides, acquired in 2023 with Solus
Biotech, were up 36% at constant currency as we globalise
sales, provide data for existing ceramides and launch new
ceramides for scalp and hair health in addition to skin care
• We are investing selectively in manufacturing as we
rebalance our footprint away from more mature regions to
higher-growth countries. We recently commissioned a new
low emissions production centre in Dahej in India which has a
lower cost per unit than our existing manufacturing facility in
India, and have begun commissioning a new F&F and Actives
facility in Guangzhou, China, both of which we can leverage
to deliver fast growth across Asia
• Capital expenditure in large-scale pharma lipid
manufacturing across multiple sites globally has positioned
us for potential break-out growth and was supported by
significant funding from the US and UK Governments under
their pandemic preparedness programmes. Whilst we expect
sales of lipids for drug research to continue to grow, projects
requiring the production at significant scale are expected to
take longer to materialise. As a result, we have taken the
decision to put the Lamar lipids facility in the USA on standby,
resulting non-cash exceptional charges totalling £60.5m but
minimising future costs while enabling us to fulfil our
pandemic-preparedness commitments to the US
Government. Other impairments, as outlined in the Finance
review, principally related to stopping certain inflight capital
programmes and the exit of a UK distribution centre as we
streamline the Business and tighten discipline.
Delivering transformation
We are driving structural transformation to enhance both growth
and efficiency, making Croda a better business for the long term.
The programme is fully established with an experienced
transformation team and the whole business has responded
well as we push hard to deliver change quickly. Underpinned
by actions to enhance our high-performance culture, and to
leverage AI, data and digitalisation to support decision-making,
we are implementing clearly defined action plans for each of the
pillars of the programme. We continue to expect to deliver total
annualised efficiency benefits of ~£100m and a reduction in
working capital of ~£50m both for full year 2028.
• We are simplifying and optimising our customer and
product portfolios to sharpen our commercial focus. To
optimise customers ‘at the tail’, we have introduced minimum
order values and accelerated the adoption of ‘CrodaOn’, a
low cost-to-serve online portal for lower value orders which
is now used by over 10% of our customer base. To rationalise
our product portfolio, we are targeting a significant reduction
in SKUs in 2026, building on recent successful pilots
• We are optimising our supply chain to enhance customer
service, creating an end-to-end supply chain that will drive
efficiencies and improve working capital. Optimisation of
production capacity is underway, focused on our 11 shared
manufacturing sites where we are rationalising processes
and headcount. We are globalising procurement and scaling
up improvements across raw materials, logistics and
packaging. We are also exiting a UK distribution centre
following a review of our distribution networks
• We are simplifying our organisation to realign our cost
base by streamlining enabling functions, headcount and
management layers. We are professionalising and streamlining
structures in enabling functions and expect to deliver further
efficiencies in 2026 as we implement our rationalisation plans
and through structural savings in indirect costs.
“Customer retention data shows
that we retained ~90% of larger
customers from 2019-24 despite
significant market volatility.”
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Chief Executive’s statement continued
With comprehensive action plans in place and the benefits
delivered in 2025 slightly ahead of expectations, delivery of our
transformation programme will make an important contribution
to enhancing profitability, meaning a significant proportion of
future margin improvement is ‘self help’, in our control, and not
dependent on market recovery.
Outlook
Financial framework to full year 2028
With encouraging early progress in 2025 and actions underway
to drive consistent growth and transform the Business, we are
confident of delivering an improving performance over the next
three years. Our financial framework to full year 2028, on a
constant currency basis, comprises:
• Consistent sales growth from our strengthened portfolio,
targeting an organic increase in sales of 3-6% CAGR 2026
to 2028 assuming current economic conditions continue
• Enhanced profitability driven by growth and transformation,
targeting a Group adjusted operating margin over 20% for full
year 2028
• Sustainable and growing cashflows, targeting a free cash
flow-to-sales ratio (post exceptionals) of over 12% for full year
2028, driven by improved profitability, low capital
expenditure and structural improvements to working capital
• Improving returns on capital, targeting a Return on Invested
Capital of at least 10% for full year 2028.
Guidance for 2026
For full year 2026 we expect:
• Group organic sales growth within our 3-6% range
• Versus a strong Q125 comparator, when sales were up 9%
at constant currency, we expect sales in Q126 to be similar
to the prior year at constant currency
• A further increase in Group adjusted operating margin driven
by improving profitability in Consumer Care and Life Sciences
and the benefits of our transformation programme
• Group full year 2026 adjusted operating profit in line with
current market expectations
1
at constant currency.
Technical foreign exchange guidance
The financial framework to 2028 and guidance for Group
performance in 2026 are provided on a constant currency
basis. Constant currency expectations are based on the
Group’s average exchange rates through 2025 which were
US$1.32 and €1.17. The US Dollar and the Euro together
represent approximately 65% of the Group’s currency
translation exposure. 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.
The impact from movements in remaining smaller currencies
is broadly aligned with the impact from movements in the US
Dollar. If foreign exchange rates in the period from February
2026 to December 2026 were to reflect the same levels as
January 2026 closing rates, it is anticipated that there would be
a negative impact of approximately £8m on reported operating
profit.
Steve Foots
Group Chief Executive
Focussed on the opportunity: Growing
earnings and improving returns
Sustainability
• Refocus innovation
• Improve customer
experience
• Maximise returns
on investments
• Drive growth in
key markets
• Optimise product
portfolio
• Optimise supply chain
• Simplify organisation
• Leverage AI, data
and digitalisation
TransformationGrowth
We are focused on innovation, leveraging customer
proximity and maximising returns from investments
to accelerate growth.
Read more on page 15
Our transformation programme is designed to deliver
the full value of the Business by driving better execution,
greater cost efficiency and improved customer experience.
Read more on page 17
These activities are supported by our sustainability
leadership; our commitment is to be the most sustainable
supplier of innovative ingredients by 2030.
Read more on page 19
1. Current market expectations based on company-compiled consensus
available at www.croda.com/investors.
The Strategic Report was approved by the Board on
23 February 2026 and signed on its behalf by Steve Foots.
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Driving consistent growth
Driving consistent growth
To drive consistent growth we are refocusing innovation, improving customer experience, maximising returns from recent investments
and driving consistent growth in key markets.
Improve customer experience
Customers value us for our innovative ingredients, unrivaled product quality and
sustainable solutions. By becoming even more customer focused and easier to
work with, we can drive growth by leveraging these strengths.
>90%
Customers retained over five years
+43
Group customer Net Promoter
Score (2024: +32)
+9%
Consumer Care
sales to local
and regional
customers
+8%
Crop sales
to local
customers
+19%
CAGR sales to top
5 ‘Asian Beauty
Giants’ over 2 years
+36%
Crop sales to
‘tier 2s’
+14%
Crop sales
to MNCs
Grew with
4 out of
top 5
Beauty MNCs
Local customers
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, particularly L&R customers who
are continuing to grow strongly.
Regional giants
We are deepening relationships with ‘Asian
Giants’ across Beauty, Pharma and Crop
Protection in key markets such as China,
Japan, South Korea, Indonesia and India.
Multinational customers (MNCs)
We have strong relationships with MNCs
across our key markets and are a strategic
partner to every major beauty brand.
New ingredient development
We develop new ingredients to fulfil unmet needs, with
sales of new ingredients increasing by 10% this year at
constant currency. New launches included Kerabio K31,
a patented biomimetic bond-builder for hair that enables
brands to compete with market leaders in the hair repair
market and has been sampled by 500 customers.
New markets for existing ingredients
We are optimising our existing ingredient range to meet
the needs of particular regions, markets or customers.
Projects included developing our existing range of more
than 2,000 lipids for the Pharma generics market.
Customer co-creation
Our approach to customer co-creation leverages our
ability to tailor individual ingredients and formulate
multiple ingredients to meet specific customer
requirements. The average pipeline value of customer
co-creation projects increased by 12% in 2025, with
projects including co-creating PEG-free variants of
existing ingredients.
Refocus innovation
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Driving consistent growth continued
Maximise returns from investments
We are maximising returns from investments made over the past five years as
we have transitioned our portfolio to deliver incremental sales and profit growth.
Drive consistent growth in key markets
We are accelerating growth by reinvigorating Beauty and rebalancing Pharma
to take full advantage of opportunities in key markets.
Growth capex
Asia represents the highest-growth Beauty
market and has been the fastest-growing
region for Croda Beauty over the last three
years. We have supported that growth with
selective expenditure in new manufacturing
capacity including a new low-emissions
production facility in Dahej, India which is
now fully operational and will enable
further growth across Asia. We are also
commissioning a new facility in Guangzhou,
China, for fragrances and actives.
M&A
Ceramides, active ingredients for skin barrier
protection and rapid moisturisation, are now
being sold across our global sales network
with upgraded data packages to verify
performance claims. We are driving further
growth by leveraging the R&D and formulation
expertise across Croda to develop new
actives, production methods and mechanisms
to deliver ceramides to the skin. We are also
expanding the pipeline of new launches
across skin, hair and dermatological
applications, including new ceramides that
enhance scalp health for stronger hair, the
first application beyond skin care.
Beauty
What we do: Ingredients and solutions for premium
skin, hair and solar protection.
Niche CAGR: >3% Beauty Care 4-7% Beauty Actives
Priority: Reinvigorate
$8bn
addressable
market
~10% share
Top 3 position
$25bn
addressable
market
~2% share
Small, growing
position
$4bn
addressable
market
~9% share
Top 3 position
$2bn
addressable
market
~15% share
Top 3 position
F&F
What we do: ‘Tier 1.5’ supplier to local and regional
(L&R) customers.
Niche CAGR: >6% L&Rs (>95% sales)
Priority: Enable continued fast growth
Agriculture
What we do: Ingredients and systems to improve
performance of crop protection products and seeds.
Niche CAGR: 1.5x market
Priority: Drive differentiation
Pharma
What we do: Ingredients and solutions for consumer
health and pharma applications.
Niche CAGR >5%
Priority: Rebalance
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Transformation
Transformation for growth and efficiency
We are enhancing growth and efficiency through our transformation programme, with early progress and clear priorities .
Enhance high-performance culture
Read more on page 9
Leverage AI, data, and technology
Read more on page 63
Optimise product portfolio
Optimise our customer and product portfolios, and drive
commercial excellence to enhance growth
Optimise supply chain
Streamline supply chain to deliver enhanced customer
service and optimise manufacturing, distribution and
procurement costs and reduce working capital
Simplify organisation
Drive efficiency and realign our cost base, streamlining
layers, headcount and indirect costs
• Completed rationalisation pilot for key product group
• Introduced customer segmentation and minimum
order values
• Rationalise product portfolio, reducing SKUs and
enhancing profitability
• Enhance customer digital portal CrodaOn
• Embed pricing excellence across the portfolio
• Realising initial savings at shared manufacturing sites
• Exiting UK distribution centre
• Implemented ~100 procurement improvement actions
• Launched working capital improvement programme
• Begin to optimise manufacturing footprint
• Deliver shared site actions and headcount reductions
• Scale up procurement improvements across raw
materials, logistics and packaging
• Drive reduction in working capital
• Streamlined management layers
• Reduced headcount by 5% (ex. F&F)
• Zero-based budget of indirect costs
• Continue reductions in headcount and management
roles
• Accelerate deployment of AI and digitalisation of
Croda
• Deliver structural savings in indirect costs
EfficiencyGrowth Enablers
2026 priorities
2025 progress
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Delivering sustainability leadership
Our Commitment is to be the most sustainable supplier of innovative ingredients and be Climate, Nature and People Positive by 2030.
Addressing our impacts to deliver for our customers
Our impacts on planet and people
We monitor our impacts through regular materiality
assessments that engage representatives of all key
stakeholder groups (see p 179). We create most value for
our customers by focusing on reducing negative climate,
nature and social impacts in our raw material supply chains
and innovating solutions to address some of the world’s
biggest challenges in our focus markets, for example the
need for a more sustainable agricultural system to feed
a growing population while restoring nature.
Differentiating through sustainability
We look different to peers through the eyes of our customers.
Most of our raw material volume is from bio-based, not
petrochemical sources, and we sell small quantities of
novel ingredients to customers of all sizes that can provide
mission-critical sustainability benefits to their formulations.
Focusing our strategy, connected to value
Despite geopolitical headwinds, many important customers
in all our markets remain committed to improving their
impacts on people and the environment. As a leader on
sustainability in our chosen markets, we are exploring new
customer partnerships, tailoring sustainability to their
specific requirements.
Listening to stakeholders, particularly our customers, the
Executive Committee approved a more focused approach
for the remainder of the decade, driving deeper impact
across fewer corporate targets (see p19).
We passionately believe Croda provides Smart science
to improve lives
TM
. In delivering this Purpose, we only
create better impacts when customers use our products,
simultaneously generating value growth. This can be through
innovating sustainably alongside other claims, helping our
customers reduce the footprints of their products with our
formulating expertise, and increasing our market share by
differentiating our offering with sustainability.
Executing strategy to drive customer value
With most of our environmental and social impacts
embedded in our supply chains, we continue to increase
transparency for our customers. Through our membership
of Together for Sustainability, greater than 24% of our raw
material volumes are associated with primary, supplier-
specific carbon footprint data.
We have completed Net Zero roadmaps for our major
technology platforms, identifying key levers for change
and innovation opportunities. We are engaging with our
customers and markets to prioritise this work, supporting
them in the transition to a Net Zero economy.
This future economy will require the chemical industry to
transition to renewable carbon feedstocks. Croda is already
a leader, with greater than 58% of our feedstock volumes
derived from renewable carbon.
Using bio-based raw materials brings the responsibility
to address any impacts on nature. Palm derivative supply
chains remain our focus: through the Action for Sustainable
Derivatives consortia, we have confirmed that more than
60% of our palm-based raw materials are fully
deforestation and conversion free (DCF), and more than
90% are at minimum RSPO (Round table on Sustainable
Palm Oil) physically certified Mass Balance.
We have prioritised the sharing of product-level sustainability
data with our customers. We utilise a bespoke Life Cycle
Assessment (LCA) tool to evaluate the environmental
impacts of our products relative to industry benchmarks,
from raw material source to end of life. This data enables
us to create opportunities and manage risks with our
customers and suppliers.
Discover how our businesses have engaged with our
customers on pages 29 and 32.
Delivering against our commitments
Revalidated
climate targets
with SBTi
>90% of palm-
based raw material
volumes are RSPO
physically certified
mass balance
Additional £1m
Centenary Fund
donated to
Croda Foundation
>58% of feedstock
volumes derived
from renewable
carbon
Rolled out a
new supplier
data platform
Certification
from Fair Wage
Network for paying
a Living Wage to
all employees
Sustainability Performance: p178
2025 Sustainability Progress Statement
Summary of our sustainability agenda and
progress, introduced by Steve Foots, CEO
2025 Reporting Datapack
Tabulated multiyear financial and non-financial
data: GRI and SASB referencing, PAI statements
18 Croda International Plc Annual Report & Accounts 2025
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Delivering sustainability leadership continued
Our sustainability leadership
1. From a 2022 baseline
2. From a 2018 baseline
3. FLAG GHG emissions refers to Forest, Land, and Agriculture (FLAG) emissions: greenhouse gases released from land-based activities like
deforestation, agriculture, and forestry
By the end of
2030 Croda
aims to:
Absolute scope 1 and 2
GHG emissions
(own operations)1
Absolute scope 3 E&I
GHG emissions
(upstream and
downstream)1
Absolute scope 3
FLAG
3
GHG
emissions (land-
related upstream)1
Remove all
deforestation risk
from our key
bio-based
supply chains
source
raw material
volumes from
renewable
carbon
Water-use impact of our
operations in areas with
high water risks
2
42%
25%
30.3%
75%
50%
100%
SBTi has also verified our net zero
science-based target by 2050
E
x
t
e
r
n
a
l
l
y
v
a
l
i
d
a
t
e
d
b
y
S
B
T
i
Updating our Commitment
In 2020, we recognised our responsibility for impacts on
nature, targeting the land area used to grow our bio-based
raw materials and aiming to become Land Positive. Since then,
understanding of the role business plays in contributing to a
Nature Positive world has advanced. To reflect this, we have
updated our Commitment to become Climate, Nature and
People Positive by 2030.
Climate and nature impacts connect
In 2025, we updated our climate goals, externally validated by
the Science Based Targets initiative (SBTi). With many of our
customers across all markets and geographies increasingly
requesting lower-carbon solutions, these updated targets
demonstrate our readiness to translate decarbonisation into
business opportunities.
We have now expanded these opportunities by including our
impacts on land-related GHG emissions (scope 3 FLAG). This
means we can now show the connection between climate and
nature impacts in the product-level carbon footprint data we
provide to our customers.
Embedding People Positive in our culture
Since 2020, we have taken action to ensure that we pay a
Living Wage globally; we protect and improve the health and
safety of our people; we support local volunteering through use
of our 1% Club; and we invest in sustainably improving the lives
of disadvantaged communities around the world through the
Croda Foundation.
Much of this is considered ‘business as usual’ in Croda,
governed by policy and overseen by standing Board
Committees. Our businesses are exploring further opportunities
to improve social impacts through the use of our ingredients
and increasing supply chain transparency and security.
Driving deeper impact to create greater value across fewer targets
19 Croda International Plc Annual Report & Accounts 2025
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Finance review: focused on execution
Finance review
“With a comprehensive
transformation programme
that is driving both growth and
efficiencies, we are firmly focused
on execution. Progress so far has
been encouraging, and we are
setting out a financial framework
to full year 2028 that outlines
further improvements in financial
performance. Our ambitions go
beyond these targets, but they
provide a roadmap for the next
three years and a framework for
tracking future progress.”
Sales
Q4 2025 sales by business
Sales
Q425
£m
Q424
£m
Constant
currency
change Change
Consumer Care 239.3 223.5 8.9% 7.1%
Life Sciences 137.4 129.3 7.9% 6.3%
Industrial Specialties 42.2 52.8 (18.6)% (19.9)%
Group 418.9 405.6 5.0% 3.3%
Sales in the fourth quarter were slightly stronger than anticipated. Q4 sales growth was strongest in Consumer Care, up 8.9%
at constant currency, against a modest comparator. Sales were up 7.9% in Life Sciences at constant currency, also improving
sequentially. By contrast, Industrial Specialties sales were down 18.6% compared with a particularly strong quarter in the prior year.
FY25 sales by business
Sales
FY25
£m Price/mix Volume
Constant
currency
change Currency
FY24
£m Change
Consumer Care 972.7 (1.1)% 9.0% 7.9% (2.2)% 920.0 5.7%
Life Sciences 532.2 (5.3)% 13.0% 7.7% (2.2)% 504.3 5.5%
Industrial Specialties 194.5 (10.1)% 7.7% (2.4)% (2.1)% 203.8 (4.6)%
Group 1,699.4 (3.0)% 9.6% 6.6% (2.2)% 1,628.1 4.4%
Group sales increased to £1,699.4m (2024: £1,628.1m), up 4.4% or 6.6% at constant currency, in an uncertain trading environment
impacted by geopolitical tensions, the imposition of US trade tariffs and foreign exchange volatility. Sales growth at constant
currency comprised a 7.9% increase in Consumer Care, a 7.7% increase in Life Sciences and a 2.4% decrease in Industrial Specialties.
As part of the actions that we have taken throughout the year to increase utilisation at our shared production sites, we have been driving
targeted sales of ingredients in Beauty Care, Crop Protection and Industrial Specialties. Alongside strong sales in Fragrances and Flavours
(F&F) this resulted in a 9.6% increase in sales volumes. As a result of these actions, price/mix was 3.0% lower with adverse mix the larger
component, comprising both adverse product and business mix. As anticipated, volume growth moderated in the second half of the year,
and price/mix was less adverse than in the first half year, with like-for-like prices remaining largely consistent with the prior period.
20 Croda International Plc Annual Report & Accounts 2025
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FY25 sales and Q425 sales by region
% change in sales
versus the prior year
FY25
Constant
currency
change
FY25
Change
Q425
Constant
currency
change
Q425
Change
EMEA 9% 9% 7% 10%
North America 5% 2% 5% 1%
Latin America 7% 4% 2% (2)%
Asia 4% 0% 3% (2)%
Group 7% 4% 5% 3%
Regional sales growth was led by EMEA, with full year sales up
9%, driven by good demand for Beauty and F&F ingredients in
both Europe and the Middle East, and a recovery in demand
from MNCs in Crop Protection, particularly in the first half year.
Sales growth in the Americas improved in the second half year,
supported by a recovery in Beauty demand, particularly in
North America. Asia lagged other regions as exporters in
pharma and industrial markets were adversely affected by
the imposition of US trade tariffs.
Quarterly sales
(reported) £m
Consumer
Care
Life
Sciences
Industrial
Specialties Group
Q1 2024 236.8 121.8 49.9 408.5
Q2 2024 231.6 124.4 51.4 407.4
Q3 2024 228.1 128.8 49.7 406.6
Q4 2024 223.5 129.3 52.8 405.6
Q1 2025 255.1 134.5 52.7 442.3
Q2 2025 236.7 126.5 50.3 413.5
Q3 2025 241.6 133.8 49.3 424.7
Q4 2025 239.3 137.4 42.2 418.9
Profit and margin
2025 2024
IFRS
£m
Adjustments
£m
Adjusted
£m
IFRS
£m
Adjustments
£m
Adjusted
£m
Sales 1,699.4 – 1,699.4 1,628.1 – 1,628.1
Cost of sales (953.7) – (953.7) (894.2) – (894.2)
Gross profit 745.7 – 745.7 733.9 – 733.9
Operating costs (635.6) (185.2) (450.4) (506.4) (52.2) (454.2)
Operating profit 110.1 (185.2) 295.3 227.5 (52.2) 279.7
Net interest charge (19.1) – (19.1) (19.7) – (19.7)
Profit before tax 91.0 (185.2) 276.2 207.8 (52.2) 260.0
Tax (26.3) 43.2 (69.5) (48.2) 11.6 (59.8)
Profit after tax 64.7 (142.0) 206.7 159.6 (40.6) 200.2
2025 2024
Operating profit/(loss)
IFRS
£m
Adjustments
£m
Adjusted
£m
IFRS
£m
Adjustments
£m
Adjusted
£m
Consumer Care 95.5 (74.3) 169.8 128.4 (31.8) 160.2
Life Sciences 16.3 (100.2) 116.5 85.5 (18.5) 104.0
Industrial Specialties (1.7) (10.7) 9.0 13.6 (1.9) 15.5
Group 110.1 (185.2) 295.3 227.5 (52.2) 279.7
Adjustments
2025
£m
2024
£m
Restructuring and transformation costs (26.3) (6.5)
Environmental provision – (8.5)
Impairment charges (107.3) –
Onerous contract provision (15.9) –
Exceptional items (149.5) (15.0)
Amortisation of intangible assets arising on acquisition (35.7) (37.2)
Total adjustments (185.2) (52.2)
Adjusted profit
2025
£m
Constant
currency
change
Currency
impact
£m
2024
£m Change
Consumer Care 169.8 7.4% (1.4)% 160.2 6.0%
Life Sciences 116.5 15.6% (3.6)% 104.0 12.0%
Industrial Specialties 9.0 (38.7)% (3.2)% 15.5 (41.9)%
Operating profit 295.3 7.9% (2.3)% 279.7 5.6%
Net interest (19.1) (19.7)
Profit before tax 276.2 8.4% (2.2)% 260.0 6.2%
Finance review continued
21 Croda International Plc Annual Report & Accounts 2025
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Finance review continued
Group adjusted EBITDA increased 5% to £396.6m
(2024: £378.3m) at an adjusted EBITDA margin of 23.2%
(2024: 23.3%.), Group adjusted operating profit was up 6%
to £295.3m (2024: £279.7m) or 8% at constant currency, with
encouraging sales growth augmented by improved profitability
in Consumer Care and Life Sciences. Whilst Group adjusted
operating margin remains significantly below its medium-term
potential, it improved to 17.4% (2024: 17.2%) benefiting from
improved asset utilisation at our 11 shared manufacturing sites,
partly offset by adverse price/mix and foreign exchange.
Our transformation programme contributed gross benefits of
£28m to operating profit in 2025 (at a cash cost of £26m taken
as an exceptional item). Our target remains ~£100m of total
annualised pre-tax benefits by the end of 2027 which
annualises in full year 2028. Benefits delivered comprised
~£10m from optimising supply chain (versus a total opportunity
of ~£65m) and ~£15m from simplifying our organisation (total
opportunity: ~£35m), leaving ~£75m gross benefits to be realised
2026-28 at an additional cash cost of ~£55m over that period.
Net finance costs were £19.1m (2024: £19.7m). Profit before tax
(on an IFRS basis) was £91.0m (2024: £207.8m) and adjusted
profit before tax increased 6% to £276.2m (2024: £260.0m)
or by 8% at constant currency to £282.0m. The effective tax rate
on adjusted profit was 25.2% (2024: 23.0%) and the effective tax
rate on IFRS profit was 28.9% (2024: 23.2%). We continue to
expect an effective tax rate on adjusted profit of 26% in future
years. IFRS basic earnings per share (EPS) were 44.4p
(2024: 113.5p) and adjusted basic EPS were 146.2p (2024: 142.6p).
Following two years of raw material cost deflation in 2023 and
2024, average raw materials costs were stable in 2025. We
expect a small reduction in the average cost of raw materials in
the first quarter of 2026, but then for them to be broadly stable
for the remainder of the year. People costs were up ~3%,
principally reflecting inflationary salary rises. Both energy and
freight costs, which represent around 2.5% of sales respectively,
increased in the period, predominantly due to higher sales.
IFRS operating profit was £110.1m (2024: £227.5m). IFRS
operating profit included a charge for adjusting items of
£185.2m (2024: £52.2m), including a charge for amortisation
of acquired intangibles of £35.7m (2024: £37.2m), and ongoing
restructuring costs associated with business transformation
of £26.3m (2024: £6.5m).
Impairment charges in 2025 totalled £107.3m (2024: £nil),
including £44.6m associated with the decision to place the
Lamar lipids facility in the USA on standby (meaning it is
capable of start-up and production within three months) with an
associated onerous contract provision of £15.9m. The decision
minimises future costs and enables us to fulfil our commitments
to the US Government, which provided the majority of the
funding for the facility under its pandemic-preparedness
programme. Lamar is one of four GMP facilities globally where
we are able to produce pharma-grade lipids (two in the USA,
and one each in the UK and South Korea), meaning we have
ample capacity for future production. Whilst we expect sales of
lipids for drug research to continue to grow, customer projects
requiring production at significant scale are expected to take
longer to materialise. Other impairment charges were a £28.7m
charge related to the decision to cease investments into certain
assets under construction following a detailed review of future
capital expenditure projects, a £22.2m charge associated with
the rationalisation of supply chain infrastructure, including
ceasing operations at a leased distribution facility in the UK, and
a £10.9m charge following the reallocation of R&D resources
away from the development of two acquired technology assets.
A number of other capacity optimisation projects are being
considered as part of the transformation programme, where
decisions that could be made in the future may result in a
reassessment of the carrying value of certain assets.
Currency impact
Sterling strengthened against the US Dollar, at US$1.32
(2024: US$1.28) and was broadly flat against the Euro, at €1.17
(2024: €1.18) but weakened against both the US Dollar and the
Euro in the second half year meaning the impact of currency
translation was less than we anticipated. Currency translation
reduced full year sales by £35.4m, adjusted operating profit by
£6.4m and adjusted profit before tax by £5.8m. This was driven
by the strength of Sterling against the US Dollar 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. The US Dollar
and the Euro together represent approximately 65% of the
Group’s currency translation exposure with the impact from
movements in smaller currencies broadly aligned with the
impact from movements in the US Dollar.
22 Croda International Plc Annual Report & Accounts 2025
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Finance review continued
Building on our record of consistent distribution to
shareholders, the Board is proposing a one pence per share
increase to the full year dividend to 111p (2024: 110p), despite
the payout ratio of 76% being above our stated policy of
40-50% of adjusted earnings.
Closing net debt was £523.8m (2024: £532.3m), with the debt
leverage ratio falling to 1.3x EBITDA (31 Dec 2024: 1.4x; 30 June
2025: 1.5x). As at 31 December 2025, the Group had committed
funding in place of £1,066.6m, with undrawn long-term
committed facilities of £400.9m and £172.8m in cash.
Our capital allocation framework is unchanged, but we are
applying it with greater rigour to improve discipline over:
1. Organic investment to support growth
2. Ordinary dividends to shareholders representing 40-50%
of adjusted earnings through the cycle, with the ordinary
dividend at least maintained as we restore earnings and
reduce the payout ratio from the current level
3. Small, selective technology acquisitions from the medium
term as we focus on maximising returns from recent
investments in the short term
4. Maintaining leverage in the 1-2x EBITDA range, providing
opportunities for the return of excess capital to shareholders
as we generate free cash flow.
Retirement benefits
The post-tax asset on retirement benefit plans at 31 December
2025, measured on an accounting valuation basis under IAS-19, was
£85.5m (31 Dec 2024: £77.7m). 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.
Cash flow and balance sheet
Full year ended 31 December
Cash flow
2025
£m
2024
(restated)
£m
Adjusted operating profit 295.3 279.7
Depreciation and amortisation 101.3 98.6
Adjusted EBITDA 396.6 378.3
Working capital (7.7) 20.9
Interest & tax paid (81.1) (84.4)
Non-cash pension expense (1.0) 2.9
Share-based payments 5.0 5.0
Business transformation costs (24.9) (9.9)
Other cash movements (0.4) 6.6
Net cash generated from operating activities 286.5 319.4
Net capital expenditure (108.2) (137.9)
Interest received 3.0 6.9
Payment of lease liabilities (18.1) (17.5)
Other non-operating cash movements (1.6) (1.3)
Free cash flow 161.6 169.6
1
Dividends (154.9) (152.2)
Business disposal – (6.8)
Other cash movements (8.9) (3.9)
Net cash flow (2.2) 6.7
Net movement in borrowings 29.3 (9.0)
Net movement in cash and cash equivalents 27.1 (2.3)
1. Restated to include cash costs of exceptional items in free cash flow, see page 196
Free cash flow (post exceptionals) reduced 5% to £161.6m (2024: £169.6m restated) with a working capital outflow of £7.7m compared
with an inflow of £20.9m in 2024 driven by the settlement of a £48m COVID-19 receivable from 2023. £133.6m of free cash flow was
generated in the second half of 2025 with lower capex and working capital. As part of transformation, we are targeting structural
improvements to reduce working capital by ~£50m for full year 2028. This will be delivered by improving supplier terms and
payments, standardising receivables terms and optimising collection, and realising inventory benefits under the modernising
supply chain pillar of the programme.
Following a detailed review of in-flight and future investments, capital expenditure fell to £108.2m (2024: £137.9m), 6% of Group
sales. We expect future capital expenditure to be ~6% of sales, in line with historic norms prior to the recent period of heightened
investment, and that depreciation will increase by ~£10m in 2026 as the final recent investments come on stream.
23 Croda International Plc Annual Report & Accounts 2025
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Returns on Invested Capital: We are targeting a Return on
Invested Capital (ROIC) of at least 10% by full year 2028,
compared to 8.2% in 2025. To enhance comparability with
peers, we now define ROIC as adjusted operating profit net
of tax divided by average adjusted invested capital, where
adjusted invested capital is net assets plus net debt minus
the net pension asset. For further information see page 197.
Non-financial KPIs
Safe workplace: Our target is a Total Recordable Injury Rate of
0.3 by 2026. In 2025, TRIR increased to 0.61 (2024: 0.47) due to
six of our manufacturing sites seeing an increased number of
recordable incidents. Fortunately, the associated injuries were
of low severity with limited lost time, but we are disappointed
with the step back in performance and are committed to living
safety as a value.
Innovation-led: Sales of New and Protected Products
increased 5% at constant currency, with new ingredient sales up
10%, patented sales up 9%, but protected sales only up slightly
as product mix was impacted by our targeted action to increase
utilisation at shared manufacturing assets, particularly in Crop
Protection and Industrial Specialties. NPP sales were 35% of
total sales (2024: 35%). Our innovation metrics are currently
being reviewed to ensure alignment with our new innovation
framework. For 2026, and in line with the associated
remuneration measure, we are targeting organic growth
in NPP sales at least in line with total organic sales growth,
to incentivise continued portfolio differentiation.
Focusing our sustainability strategy: Listening to our
customers, we are adopting a more focused sustainability
strategy to 2030, driving deeper impact across fewer corporate
targets. These are reductions in GHG emissions (scopes 1, 2, 3,
E&I, and FLAG (covering land-related upstream impacts)) and in
water use impact at our operations in areas with high water risk.
With most of our environmental (and social) risks embedded in
our supply chain, we are also targeting >75% of raw materials
from renewable carbon, and zero deforestation risks in our key
bio-based supply chains. Our KPI is total scope 3 GHG
emissions, where we are targeting a 26.3% reduction by 2030
from a 2022 baseline in line with our revalidated science-based
targets. In 2025, scope 3 GHG emissions were 1,330,561 MTCO
2
e
(2024: 1,190,132 MTCO
2
e), rising in the short term due to
continued sales volume recovery but 6.4% lower than the 2022
baseline. We continue to be recognised as a sustainability leader
in external rankings with a ’triple A’ rating from MSCI and ‘A-‘
from CDP in climate and water.
Satisfied customers: Our customer satisfaction KPI is a Net
Promoter Score based on a comprehensive customer survey.
In 2025, it improved to +43 (2024: +32), based on ~3,500
responses, with increases in all three businesses. Our longer-
term KPI for customer NPS is currently being developed. For
2026, and in line with the associated remuneration measure,
we are targeting a further NPS increase for a subset of our
larger customers, where the data is most robust, and will
ensure that the sample size continues to be representative.
Engaged employees: Employee engagement is measured by
a new tool. Our overall employee Net Promoter Score increased
from +11 in March 2025, when the metric was introduced to +21
in December. We are targeting a score of +24 by 2028, ensuring
that managers continue to prioritise engagement during a
period of change for our employees as we deliver our
transformation programme.
Stephen Oxley
Chief Financial Officer
Finance review continued
Future financial framework
Our financial framework to full year 2028 reflects our
confidence in delivering consistent sales growth, improving
profitability, growing cash flows and improving returns on
capital (all on a constant currency basis.)
Financial KPIs
Sales: Assuming current economic conditions continue, we
expect to deliver consistent sales growth from our
strengthened portfolio and are targeting an organic increase in
sales of 3-6% CAGR over three years. We expect both higher
sales volumes and positive price/mix to contribute to sales
growth over the period. Expected organic growth rates
(2026-28) by business are:
• Consumer Care: 3-6% CAGR
• Life Sciences: 4-7% CAGR
• Industrial Specialties: (3)-3% CAGR
Adjusted operating margin: We are enhancing profitability
through the benefits driven by our transformation programme
and growing sales. We are targeting a Group adjusted
operating margin over 20% by full year 2028, compared with
17.4% in 2025. This is equivalent to an EBITDA margin over 25%,
compared with 23.3% in 2025. We expect both growth and
transformation savings to contribute to margin recovery.
Free cash flow: We expect to deliver growing, sustainable
cashflows, driven by higher profits, lower working capital and
low capital expenditure. In line with peers, our measure is the
ratio of free cash flow to sales inclusive of exceptional cash
costs. We expect to structurally reduce working capital by
~£50m for full year 2028 and capital expenditure to be around
6% of sales in the period. This, combined with higher profits,
means we are targeting a free cash flow-to-sales ratio (post
exceptionals) of over 12% for full year 2028, compared with
9.5% in 2025.
Building on our record of consistent distribution to
shareholders, the Board is proposing a one pence per share
increase to the full year dividend to 111p (2024: 110p), despite
the payout ratio of 76% being above our stated policy of
40-50% of adjusted earnings.
24 Croda International Plc Annual Report & Accounts 2025
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Key performance indicators
Key performance indicators
Financial KPIs
Focused on growth and transformation to improve returns
+6.6%
2024: (0.8)%
9.5%
2024: 10.4%
17.4%
2024: 17.2%
8.2%
2024: 7.7%
Organic sales growth
Definition: Sales growth measured at constant currency
before the impact of M&A.
Target:
3-6%
CAGR 2026-28
Performance: Group sales increased by 6.6%, with
Consumer Care up by 7.9% and Life Sciences up 7.7%.
This growth was driven by volume growth of 9.6%, with
excellent growth in F&F, a recovery in demand in Crop
Protection and our ongoing efforts to drive targeted
sales of ingredients across Beauty Care, Crop
Protection and Industrial Specialties to improve
utilisation at shared production sites.
Free cash flow to sales
Definition: Free cash flow as a percentage of sales.
Target:
>12%
for 2028
Performance: Free cash flow was down 5% to £161.6m in
the year, with growth in adjusted earnings and reduced
capital expenditure offset by a working capital outflow,
with the prior year benefiting from the settlement of a
one-off Covid receivable. FCF as a percentage of sales
was 9.5%, slightly below the 10.4% achieved in 2024.
Adjusted operating margin
Definition: Adjusted operating profit as a percentage
of sales.
Target:
>20%
for 2028
Performance: Adjusted operating margins improved by
20 basis points to 17.4% in the year. This improvement
reflects increased volumes and improved asset
utilisation at our 11 shared manufacturing sites, partly
offset by adverse foreign exchange and price/mix.
Operating margins should continue to improve as the
benefits of our transformation programme and organic
sales growth are delivered.
Return on Invested Capital
Definition: Adjusted operating profit after tax divided by
the average invested capital*.
Target:
>10%
for 2028
Performance: Return on Invested Capital increased to
8.2% in the year, reflecting increased profits and slightly
lower invested capital. Having completed several large
investment projects and undertaken extensive corporate
development in recent years, we expect Return on
Invested Capital to continue to improve as we deliver
earnings growth and generate returns from these
recent investments.
* Where invested capital represents net assets plus net debt, minus the net pension asset (net of deferred tax).
-20
-10
0
10
20
30
40
50
43.2%
5.2%
(18.5)%
(0.8)%
6.6%
2524232221
24.8%
24.7%
18.9%
17.2%
17.4%
2524232221
9.9%
7.5%
9.3%
10.4%
9.5%
2524232221
14.8%
15.2%
8.9%
7.7%
8.2%
2524232221
25 Croda International Plc Annual Report & Accounts 2025
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Key performance indicators continued
Non-financial KPIs
Delivering more than financial performance
0.61
2024: 0.47
1,330,561 TCO
2
e
2024: 1,190,132
+
TCO
2
e
35%
2024: 35%
Safety – Total Recordable Injury Rate
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 a total recordable injury rate (TRIR)
of 0.3 by 2026
Performance: Our headline TRIR increased to 0.61 in 2025 and
represented a step back on our journey to improve safety across
our facilities. Six of our manufacturing sites saw an increased
number of recordable incidents, which represented 66% of the
total injuries noted. Our EMEA region improved its performance
over the year and finished with a 10-year low TRIR. Plans are in
place to address performance across key sites, and overall to
further engage the organisation and focus on continuous
improvement.
Environment – Total scope 3 GHG emissions
Definition: Sum of corporate scope 3 FLAG and scope 3 E&I GHG
emissions, as defined by SBTi and GHG Protocol.
Target:
26.3%
reduction by 2030 from our 2022 baseline,
aligned with our verified Science-based target
Performance: In 2025, total scope 3 GHG emissions rose due to
sales volume recovery not yet fully decoupled from supply chain
decarbonisation activities planned as part of the sustainability
strategy refresh. Total scope 3 GHG emissions in 2025 are 6.4%
lower than our 2022 baseline, driven in part by increases in
sustainably sourced bio-based raw materials reducing our
FLAG-related GHG emissions.
0
1,421,805
1,030,131
1,190,132
1,330,561
25242322
0.76
0.74
0.72
0.47
0.61
2524232221
36.6%
34.7%
33.5%
35.1% 35.1%
2524232221
Customer NPS
Definition: Customer Net Promoter Score. Our
customer satisfaction KPI is a Net Promoter Score
based on a comprehensive customer survey.
Performance: In 2025, NPS improved to +43
(2024: +32), based on ~3,500 responses, with
increases in all three businesses. Our longer-term
KPI for customer NPS is currently being developed.
For 2026, and in line with the associated
remuneration measure, we are targeting a further
NPS increase for a subset of our larger customers
where the data is most robust, and will ensure
that the sample size continues to be representative.
NPP sales
Definition: New and Protected Products as a percentage of
total sales
Target:
Growth of New and Protected Products at
least in line with total organic sales growth
Performance: Sales of New and Protected Products increased
by 5% at constant currency with new ingredient sales up 10%,
patented sales up 9%, but protected sales only up slightly as
product mix was impacted by our targeted action to increase
utilisation at shared manufacturing assets, particularly in Crop
Protection and Industrial Specialties. NPP sales were 35% of
total sales (2024: 35%). Our innovation metrics are currently
being reviewed to ensure alignment with our new innovation
framework. For 2026, and in line with the associated
remuneration measure, we are targeting organic growth
in NPP sales, at least in line with total organic sales growth,
to incentivise continued portfolio differentiation.
Employee NPS
Definition: Employee Net Promoter Score (eNPS).
We use continuous employee surveys to assess
employee satisfaction.
Target:
eNPS score of +24 for full year 2028
Performance: Employee engagement is
measured by a new tool. Our overall employee
Net Promoter Score increased from +11 in March
2025 when the metric was introduced to +21 in
December. We are targeting an eNPS score of
+24 for full year 2028, ensuring that managers
continue to prioritise engagement during a period
of change for our employees as we deliver our
transformation programme.
+
See page 188 for details of restatements
26
Croda International Plc Annual Report & Accounts 2025
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Consumer Care comprises four business units:
Consumer care:
percentage of sales
Beauty Actives provides 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 such
as emulsifiers and emollients which
make up the structural chassis of
customer formulations, many of
which are differentiated by their
performance claims and
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
Percentage of Consumer Care sales
Business reviews
Consumer Care – reinvigorating Beauty and enabling continued
growth in F&F
Performance in 2025
% change in sales
versus the prior year
FY25
Constant
currency
change
FY25
Change
Q425
Constant
currency
change
Q425
Change
Beauty Actives 6% 5% 12% 11%
Beauty Care 4% 2% 5% 3%
F&F 15% 13% 15% 13%
Home Care 2% 0% (3)% (5)%
Total Consumer
Care 7.9% 5.7% 8.9% 7.1%
Full year sales in Consumer Care increased by 5.7% to £972.7m
(2024: £920.0m) or 7.9% at constant currency. F&F was the
standout performer, delivering 15% sales growth at constant
currency. This was driven by strong demand for Parfex’s fine
fragrances and for Flavours particularly in EMEA, with
momentum continuing in the fourth quarter. Beauty Actives
sales were up 6% at constant currency with sales growth
improving in the second half year against a lower comparator
and supported by more robust consumer sentiment in North
America. Beauty Care sales were up 4% at constant currency
driven by higher sales volumes and aided by our deliberate
actions to optimise plant utilisation in certain parts of the
portfolio. Pricing in both of our Beauty businesses was positive
in Q4. Sales grew 2% at constant currency in Home Care, the
smallest business unit in Consumer Care, with a weaker
performance in the second half following completion of a major
product relaunch by a customer, compounded by order phasing.
Adjusted operating profit increased by 6.0% to £169.8m
(2024: £160.2m) or by 7.4% at constant currency. Although
the adjusted operating margin of 17.5% (2024: 17.4%) remains
significantly below its medium-term potential, it improved
slightly compared with both the prior year and H125 due to
a stronger performance in Beauty. IFRS operating profit was
£95.5m (2024: £128.4m).
Strategic priorities and progress
In line with Group priorities, we are driving more consistent
growth in Consumer Care by refocusing innovation, improving
customer experience and maximising returns from recent
investments. We are also reinvigorating Beauty and enabling
continued fast growth in F&F to take full advantage of
opportunities in these key Consumer Care markets.
Refocusing innovation
We are refocusing innovation, introducing a new rigorous
Group-wide framework, re-balancing R&D resources to place
greater emphasis on co-creation with customers and finding
new markets for existing ingredients, as well as ramping up
the development of new ingredients.
• Customer co-creation involves application-focused
innovation, where we work in close collaboration with
customers of to meet their performance requirements or
help them realise a specific opportunity. An example of
bespoke ingredients created in this way is a PEG-free
rheology modifier that we developed in collaboration
with a global beauty brand
• To accelerate the sales of an existing ingredient, we
enhanced the performance of Silverfree, a peptide that
reduces grey hair, opening up a new opportunity with an
FMCG multinational
• We have ramped up the development of new ingredients
with sales increasing by 10% at constant currency.
Launches included:
• Zenakine, an active which enhances skin’s resistance
to physical and emotional stress, thereby reducing skin
fatigue and premature ageing, with customer launches
in Europe and Asia
• Kerabio K31, a patented biomimetic bond builder for
hair repair, a market which is growing 9% a year. We are
first-to-market with a multi-customer ingredient that
enables brands to compete with market leaders, which
has been sampled by 500 customers since its launch in
March 2025
27 Croda International Plc Annual Report & Accounts 2025
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Business reviews continued
• We seek to leverage sustainability to drive commercial
value through the creation of new sustainable ingredients
and verification data to prove our claims. We now provide
carbon footprint data for over 1,500 product codes in Beauty
Care and over 750 in Home Care, enabling customer
decision making.
Improving customer experience
We are improving customer experience through our
transformation programme, which is sharing best practice, and
clearer customer segmentation, enabling us to tailor solutions
to differing customer needs.
• 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, particularly 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 9% in constant currency
• They now represent 82% of Consumer Care sales
(2024: 80%)
• We are particularly focused on fast-growing ‘regional giants’
in key Asian markets such as China, Japan, South Korea,
Indonesia and India, where we have grown sales to our top 5
regional customers by 19% CAGR at constant currency over
the last two years
• As a strategic partner to all major Beauty brands, we grew
with four of the top five beauty customers, reflecting their
renewed appetite for innovation
The Consumer Care customer Net Promoter Score (NPS), our
KPI for customer service, increased to +42 (2024: +31).
Maximising returns from investments
We are maximising returns from recent investments which
have included both acquisitions, to expand Beauty Actives and
establish an F&F business, and a period of heightened capital
expenditure, particularly in fast-growth countries in Asia.
Our capability in ceramides, active ingredients for skin barrier
protection and rapid moisturisation, was acquired with Solus
Biotech in 2023, with commercialisation initially taking longer
than anticipated. With ceramides now being sold across our
global sales network and upgraded data packages to verify
performance claims, sales were up 36% at constant currency
albeit from a low base. We are driving further growth by:
• Leveraging the R&D and formulation expertise across Croda
to develop new actives, production methods and mechanisms
to deliver ceramides to the skin.
• Expanding the pipeline of new launches across skin, hair and
dermatological applications, including new ceramides that
enhance scalp health for stronger hair, the first application
beyond skin care.
Asia represents the highest-growth Beauty market and has
been the fastest-growing region for Croda Beauty over the
last three years. We have supported that growth with selective
expenditure in new manufacturing capacity including a new low
emissions production facility in Dahej, India which is now fully
operational and will enable further growth across Asia. We are
also commissioning a new facility in Guangzhou, China for
fragrances and actives.
Accelerating growth in key markets
Reinvigorating Beauty
Our Beauty businesses have a ~10% share in the $8bn beauty
ingredients market, with top three positions in niches growing
faster (3-7%) than the beauty retail market (2.7%) at profit
margins that are accretive to the Group. Following a period of
inconsistent performance in volatile markets, they delivered an
improved performance in 2025 with sales up 6% in Beauty
Actives and by 4% in Beauty Care both at constant currency.
To deliver consistent sales growth we are reinvigorating Beauty,
building on its reputation for innovation and strong customer
relationships to capitalise on the full range of opportunities
globally. With greater demand outside Europe, we are
internationalising our Actives capabilities beyond the traditional
centre in Paris, including regionalising testing and claims
substantiation capabilities particularly in Asia to enable greater
tailoring to specific country needs. We are also delivering
benefits to masstige products, which helped support increased
sales growth in the second half year particularly in North America,
and where the margins that we make are similar to when we
supply ingredients to prestige brands. In Beauty Care, we have
the broadest portfolio of innovative ingredients. Enabled by the
new innovation framework, we are commercialising and scaling
up our biotech pipeline. We are also showcasing Beauty Care
as delivery systems for Actives, leveraging our ability to
deliver tailor-made solutions to customers comprising
multiple ingredients.
Enabling continued fast growth in F&F
F&F is a small but fast-growing player in a $25bn addressable
market and is focused on L&R customers mainly in emerging
markets who are growing twice as fast as the market as a whole
(3.3% CAGR). The Business continued to grow ahead of peers
in 2025, delivering 15% sales growth at constant currency,
comprising a 13% increase in sales of fragrances and 25%
increase in sales of flavours. Demand was particularly strong
in Western Europe, the Middle East and Africa. To enable
continued fast growth in F&F, we are leveraging its core
strengths which include its agile model for higher-growth L&R
customers and strong focus on fast-growth emerging markets.
This is being supported by light-touch capital expenditure to
expand manufacturing capacity and geographic footprint,
following major investments over the last three years. Recent
investments have included the expansion of fine fragrances at
our dedicated innovation and production facilities in Grasse in
France, as well as the new manufacturing facility in Guangzhou,
China due to commence operations in 2026. F&F is also a focus
area for R&D investment particularly for innovation in micro-
encapsulation and odour-neutralising fragrances.
Future sales growth
Assuming current economic conditions continue, we are
targeting an organic increase in sales in Consumer Care of 3-6%
CAGR 2026-28.
28 Croda International Plc Annual Report & Accounts 2025
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Business reviews continued
Consumer Care sustainability – connecting value with impact
Value through leadership
• Our commitment to leadership in decarbonisation, on both an operational and supply-chain
level, as well as our provision of product-level data, is industry-renowned.
• Our customers often share with us the value they place on our Product Carbon Footprint data
and their recognition of our advanced position versus our peers.
• This leadership places us in a premier position as a strategic supplier, offering us privileged
access to strategic innovation development opportunities.
• Future plans to be deforestation-risk free and to lessen our impacts on water and biodiversity
will further empower us to deliver to our customers’ needs.
Our customer engagement continues to be strong on sustainability topics, demonstrating our
established position in decarbonisation and fast-emerging leadership in reducing water use impact.
Natrineo™ CR8*, KeraBio™K31 and Zenakine™* are all examples of our latest award winning
innovation, with strong sustainability credentials such as 100% natural content, lower GHG
emissions, biodegradability, more sustainable sourcing or produced via biotechnology.
They have been well received by our customers and the wider market.
* finalist
Power of partnership
• Through partnership, we can offer targeted solutions that can reduce environmental impacts
and address our customers’ strategic sustainability priorities.
• Our customers are increasingly placing human rights due diligence as a central priority,
stressing the importance of social and environmental audits of our manufacturing sites.
• Completion of these voluntary assessments reassures customers of our compliance with
legal requirements and ethical principles and helps identify areas for improvement.
• Our willingness to engage and collaborate with them to achieve third-party assessment
differentiates us from our peers.
Our enthusiasm for partnerships with our customers on their decarbonisation activities, ethical
supply chain assessments and new product certification is strong.
We began to assess our practices for environmental and human rights impacts at a site-level in
2025, addressing sites in priority countries for our customers and demonstrating our commitment
to progress and working with our customers on their due diligence. We offered practical solutions
for decarbonisation; at the product level, we can offer to reduce GHG emissions, exciting them on
the possibilities we can deliver to support their progress.
Connecting sustainability to people, making it personal, is core to the sustainability focus within the Consumer Care business. Consumers
desire personal care products that deliver performance, without negatively impacting the planet. Keeping this at the core creates value
for our customers’ brands and the consumers they serve.
Croda Beauty
Developing pathways to the
circular economy
We have developed a strong position in
considering end of life impact for our products
and considering pathways to a circular economy.
In recognition of this work, we were awarded
Silver place in the Sustainability Pioneer
category at the Sustainable Beauty Awards
in 2025, for our strong biodegradability
programme. The programme has seen our teams
undertake extensive portfolio testing, alongside
significant steps to advance biodegradability
screening test methods and our understanding
to support the transition towards circularity.
Croda Beauty Actives
Protecting biodiversity,
strengthening brands
An example of one of our successful
collaborations is an exciting, exclusive
project bringing together Fresh (an LVMH
brand), the Union for Ethical BioTrade
(UEBT), and our Croda Beauty Actives
business (formerly Sederma) focused
on biodiversity and social progress. This
project demonstrates our commitment
to agricultural practices that respect
both people and planet, in line with
UEBT principles for ethical and
responsible business.
29 Croda International Plc Annual Report & Accounts 2025
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Business reviews continued
Life Sciences – rebalancing Pharma and driving differentiation
in Agriculture
Performance in 2025
% change in sales
versus the prior year
FY25
Constant
currency
change
FY25
Change
Q425
Constant
currency
change
Q425
Change
Pharma 4% 2% 7% 5%
Crop Protection 14% 11% 12% 11%
Seed Enhancement 8% 7% 4% 4%
Total Life Sciences 7.7% 5.5% 7.9% 6.3%
Full year sales in Life Sciences were increased 5.5% to £532.2m
(2024: £504.3m) or by 7.7% at constant currency. Pharma sales
grew by 4% at constant currency, with the regulatory environment
in the USA creating uncertainty for our customers and impacting
sales, particularly for vaccine adjuvants. The fourth quarter was
Pharma’s strongest quarter of 2025, driven by higher excipient
sales for both small molecule and biologic applications. Lipid
sales for drug research also improved in Q4. Full year sales in
Crop Protection were up 14% at constant currency driven by the
recovery in demand from larger crop science customers following
an extended period of destocking, aided by our proactive actions.
Although momentum in Crop continued into the fourth quarter,
demand in 2026 is not expected to benefit from the customer
inventory rebuild that positively impacted our performance in
2025. Seed Enhancement grew sales by 8% at constant currency,
with its predominantly services business model continuing to
deliver consistent sales growth.
Adjusted operating profit increased by 12.0% to £116.5m (2024: £104.0m)
or by 15.6% at constant currency. Although the adjusted operating
margin of 21.9% (2024: 20.6%) remains significantly below its medium-
term potential, margin improved compared with both the prior year and
H125 driven by the recovery in Crop volumes despite the associated
negative impact on business mix. IFRS operating profit was £16.3m
(2024: £85.5m).
Strategic priorities and progress
To take full advantage of opportunities in key Life Sciences
markets we are rebalancing Pharma and driving differentiation in
our Agriculture businesses. Across the Life Sciences portfolio we
are refocusing innovation, improving customer experience and
maximising returns from investments in line with Group priorities.
Reflecting the progress we have made in improving customer
experience, the customer Net Promoter Score (NPS) for Life
Sciences increased to +49 (2024: +41).
Rebalancing Pharma
Pharma has a ~15% share of a $2bn advanced excipients, adjuvants
and delivery systems market and a top three supplier in niches
growing at least 5% CAGR. We are rebalancing Pharma, allocating
resources to accelerate sales of longer-standing ingredients for
consumer health and small molecule APIs, as well as our advanced
solutions for the delivery of novel biologic drugs and gene therapies
which have been our principal focus in recent years. This rebalancing,
augmented by the relaunch of our flagship ingredients in core
markets, contributed to sales growth in 2025. It also recognises that
each sub-segment has the potential for at least mid-single digit
percentage sales growth at margins that are accretive to Group
return on sales.
Improving customer experience
In a market that is growing but also becoming more complex,
we are improving customer experience by evolving our Pharma
business into two portfolio-led focus areas. These are:
1. Pharma Ingredients, representing over two thirds of total Pharma
sales, and providing core consumer health ingredients and advanced
excipients principally for established drugs. This is now organised on a
regional basis, leveraging long-standing customer relationships and
Croda’s regional model
2. Pharma Solutions, with just under one third of Pharma sales,
providing lipid technologies and vaccine adjuvants. This is now
organised as a specialised global business working closely with
customers and partners principally on new drugs in development.
Refocusing innovation
We are refocusing innovation, optimising our approach for each of
the different sub-segments:
• In Core Ingredients, we are leveraging Croda’s broader skin care
expertise for topical applications
• To strengthen our leadership in Advanced Ingredients, we are
creating new high-purity excipients for injectables and new
bioprocessing aids. For example, our recently commissioned
super refining process at our site in Leek, UK has supported
the launch of Super Refined Poloxamer 188, used as both an
aid to cell growth during upstream bioprocessing as well as
an excipient
• In lipid technologies, we are expanding our range of more than
2,000 lipids for drug research, for example through a recent
partnership with Certest, and targeting further markets for lipids,
for example in the generics segment
Life Sciences focuses on providing delivery systems
for active pharmaceutical and agricultural products.
It comprises three business units:
Pharma provides ingredients
and solutions for a wide range
of different drugs and vaccines
leveraging our expertise in synthesis,
purification, formulation and
application technology know-how.
These include speciality excipients,
vaccine adjuvants and lipids for
drug delivery, as well as ingredients
used in health care
Crop Protection offers adjuvants
and formulation aids that improve
performance and delivery of crop
protection products
Seed Enhancement provides
seed coating systems and
enhancement technologies to
improve germination, stimulate
development of seeds and
increase crop yields
Percentage of Life Sciences sales
30
Croda International Plc Annual Report & Accounts 2025
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Business reviews continued
Industrial Specialties (IS) contributes to the efficiency of
our manufacturing model with sales exclusively from our
shared manufacturing sites leveraging available capacity
and core chemistries into target markets. Full year sales
in Industrial Specialities were down 4.6% to £194.5m
(2024: £203.8m) or by 2.4% at constant currency. This
comprised growth in core sales offset by a reduction in
sales via a supply agreement. Sales volumes were 7.7%
higher but price/mix was 10.1% lower, adversely impacted
by a higher proportion of by-product and co-stream sales.
Q4 sales were 18.6% lower at constant currency against a
particularly strong comparator and primarily reflecting the
phasing of co-stream sales. Full year adjusted operating
profit was £9.0m (2024: £15.5m), with the prior year
comparator benefiting from particularly favourable
product mix, and IFRS loss was £(1.7)m (2024: £13.6m
profit). Assuming current economic conditions continue,
we are targeting an organic increase in sales in Industrial
Specialties of (3)-3% CAGR 2026-28, which is expected to
include an increase in core sales as we target selective
growth opportunities.
• To accelerate development of sustainable vaccine adjuvants,
we are working with external partners with recent portfolio
additions including sustainable squalene which has
demonstrated extended stability compared with competitors’
shark-based alternatives.
Maximising returns from recent investments
Capital has been allocated to Pharma during the recent period of
heightened investment through both focused capex and M&A.
Acquisitions during this period were:
• Avanti Research, in 2020. Sales of lipids for drug research have
grown double-digit percentage CAGR over the last three years.
• Phospholipids, acquired with Solus Biotech in South Korea in 2023,
which are used as delivery systems and for intravenous nutrition.
The clarification of the go-to-market model for Pharma Ingredients
will help maximise the value of the phospholipids as we globalise
sales through our regional sales network.
Capital expenditure has been focused on full-scale lipids production
at multi-purpose cGMP sites in Lamar, Pennsylvania, and Leek, UK,
as well on a smaller scale at the Avanti site in Alabama (our global
centre for lipid development) and our site in Korea where we produce
phospholipids. The total cost to Croda of the programme is ~£150m
over the last five years, below previous estimates as we have
revised the scope, of which ~£140m had been spent to end of
2025. The scale-up capacity at Lamar was mainly funded by the
US Government under its pandemic preparedness programme
to support vaccine production in the event of a future pandemic.
The Leek expansion also received similar UK Government support.
The investment has provided us with a significant competitive
advantage for future break-out growth and assets in all major
regions (in the USA, UK, and the site in Korea where we produce
phospholipids). With drug development timescales having reverted
to their pre-pandemic norms and clinical programmes taking longer
to commercialise, our assessment is that whilst demand for lipids for
drug research will continue to grow, large-scale production capacity
outstrips current needs. We have therefore decided to put the new
Lamar plant on standby to address overcapacity and minimise costs.
Driving differentiation in our Agriculture
businesses
Our Agriculture businesses have a ~9% share of a $4bn addressable
market with a top three position in niches growing at least 1.5x
market growth (2.6% CAGR). As regulations tighten and crop care
formulations become more complex, Agriculture customers have
significant development needs providing us with opportunities to
innovate. This is reflected in strong demand for the highly
differentiated ingredients at the top end of our portfolio, which have
grown at ~10% CAGR since 2019. We are therefore driving further
differentiation in Crop Protection and Seed Enhancement. our two
Agriculture businesses.
Refocusing innovation
In Crop Protection, we are focused on enhancing portfolio
differentiation, by developing new adjuvant effects that meet
unmet needs (for example for rain-fastness), expanding our
portfolio through technology partnerships, and enhancing
supporting data to prove performance. The lower carbon footprint
is also an important point of differentiation, particularly at the lower
end of the portfolio. In Seed Enhancement, innovation is focused
on adding to our range of seed coatings that are free from
micro-plastics, strengthening our position ahead of the European
ban on microplastics in seeds in 2028, as well as countering abiotic
stress in seeds due to extreme heat, drought and high soil salinity.
We are also applying AI modelling techniques to accelerate the
development of new priming, pelleting and X-ray processes,
meaning we can derive commercial benefits from innovation
during the same planting season.
Improving customer experience
The customer environment in Agriculture has been changing with
multinational customers (MNCs) focusing on their core activities,
the rise of generic manufacturers, particularly in China, and ongoing
consolidation of smaller biopesticide specialists. We are responding
to this dynamic customer environment through comprehensive
customer segmentation and the continued regionalisation of our
R&D and formulation expertise.
Aided by inventory rebuild by our larger customers following an
extended period of destocking, sales to MNCs grew by 14% at
constant currency in 2025, with a 36% increase in sales ‘tier 2’
customers. Local and Regional customers now represent 56%
of sales, in line with the prior year, and up from 44% in 2019.
Maximising returns from recent investments
Our Agriculture businesses have limited capital requirements
but the new production centre in Dahej, India will support Crop
Protection growth in Asia.
Future sales growth
Assuming current economic conditions continue, we are targeting
an organic increase in sales in Life Sciences of 4-7% CAGR 2026-28.
Business review –
Industrial Specialties
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Life Sciences sustainability – connecting value with impact
Business reviews continued
Agriculture
• Sustainability trends continue to be driven by farm-level impacts, with Regenerative Agriculture
becoming increasingly recognised as the future direction of travel for the sector.
• Emerging regulation continues to reduce chemical inputs driving focus on efficiency, and use
of biopesticides whilst improving yields.
• Microplastic-free seed coatings are gaining traction as regulations tighten, but the shift also
highlights the end-of-life impacts of older agricultural inputs. As legacy microplastics linger in
soils, the industry is being pushed to consider the full life cycle of seed treatments and other
agricultural inputs.
Our Agriculture business has responded by releasing a white paper on Regenerative Agriculture,
highlighting the role of science-led innovation by companies like Croda, including biostimulants
and microbial solutions, in improving soil health, biodiversity, and carbon capture. Our seed
treatment business, Incotec, leads the market on microplastic-free seed treatment for crops and
vegetables. We continued engaging with customers to explore opportunities to decarbonise
ingredients and formulations, including identifying where reformulation can reduce active use,
lowering costs and improving sustainability while maintaining performance.
Pharma
• We have observed the continuation of clear and bold decarbonisation ambitions and strategies
for many drug licence holders. These originator pharmaceutical companies are deepening their
climate strategies, both in operations and across their value chains, signalling that
decarbonisation is becoming increasingly core to their long-term business model.
• Continued strong collaboration across the industry driving standards on environmental data
and expectation of data sharing most critically as product carbon footprints. Continued strong
collaboration across the industry driving minimum sustainability targets for supply chain.
Priorities include lowering energy emissions, improving resource efficiency, understanding
nature and water impacts, and increasing data sharing for key product carbon footprints.
• Recognition that change in a highly regulated industry takes time. Focus to 2030 on utilisation
of green electricity across supply chain and sharing of data. Acceleration 2030+ on deep
decarbonisation and defossiliation of materials and chemicals to meet 2040+ Net Zero
commitments.
In pharma, we continue to lead in sustainable vaccine adjuvants, scaling technologies to meet
future vaccine demands whilst reducing impacts on biodiversity and improving security of supply.
In 2025 our work on sustainable sourced squalene continued, launching cGMP grade material for
customer use.
Advancing sustainable vaccine adjuvant
systems through partnership
We have partnered with customers and collaborators
to advance sustainable vaccine adjuvant systems, with
squalene as a flagship example. Traditionally sourced
from deep-sea sharks, squalene presents sustainability and
supply-security challenges. Using biotechnology, we now
offer squalene that matches the purity and performance of
conventional material while protecting shark populations
and marine ecosystems. Through 2025, we expanded
active customer projects across human and veterinary
applications, focused on displacing shark-sourced
material and prioritising sustainable variants for future
development. We remain committed to responsible
sourcing, resilient supply, and sustainable innovation,
with additional partnerships in progress to advance
next-generation vaccine adjuvants.
Adjuvant technology in agriculture
Boosting sustainable crop protection
Recent data on our high-performance Tween
TM
and
Atplus
TM
adjuvant technologies suggests they can
enhance the efficacy of certain plant protection
products, potentially cutting pesticide use by over
50% while maintaining full-rate performance under
optimal conditions. This provides multiple
sustainability benefits: reduced carbon emissions,
lower costs for farmers, and minimised impacts on
human health and biodiversity. We incorporate
these findings into our product carbon footprint
packages, helping customers make informed,
environmentally responsible choices.
Sustainability is fully embedded in our business strategy, focusing on our customers sustainability expectations and needs, and steering
innovation. For Life Sciences, sustainability is about impact, performance and value.
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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 businesses
is obtained through bottom-up risk registers that are continuously
updated in our risk and control system. The VP Risk and
Assurance meets regularly with each member of the Executive
Committee to identify and assess current risks and scan the
horizon for internal and external emerging risks. Using our global
risk management framework (page 34), bottom-up risks are
combined with the top-down risks identified by members of
the Executive Committee, in our Executive Risk Register.
Movements to the Executive Risk Register are reported to the
Executive Committee quarterly. The Committee also provides
the Board with visibility of the principal risks facing the
organisation through quarterly reports.
Managing risks
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
• 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
• 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
Risk management
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 framework.
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.
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 Executive Committee reviews emerging risks and
opportunities from internal and external sources and consider
whether they should be included in our risk register.
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Our risk framework
Risk management continued
Our risk landscape
Current risks
Risks we are managing now that could stop
us achievingour strategic objectives
Emerging risks
Developing threats with uncertain impact
that requireongoing monitoring
Risk categories we assess
The Executive maintain a list of risk statements which
are grouped into risk frameworks and those into six
categories:
• Strategic
• People and culture
• Process
• External environment
• Business systems and Security
• Financial
How we assess
Risk ownership: each risk has a named owner
Likelihood and impact: globally applied 5x5
scoringscale
Inherent risk: before mitigating controls
Residual risk: after mitigating controls are applied
Risk appetite and tolerance: defined at risk
frameworklevel
Appetite status: comparison of residual risk against
appetite and tolerance, prompt discussion around
escalation and response strategy
Bottom-up registers
Owned by businesses, regions, manufacturing sites and functions, they identify local risks and mitigating controls arising from day to day operations in over 40 risk registers globally
What we monitor
How we monitor
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
Board
Establishes the Group
risk management
process.
Reviews principal risks
with an opportunity for
in-depth discussion
ofspecific 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.
Executive Committee
Chaired by Group Chief Executive
Owns the framework for identifying, assessing,
managing, and monitoring risks.
Receives quarterly reports from Group Risk and
Assurance with updates to the Executive risk
register and results of internal audit work.
Has in-depth discussions of specific risks and
response plans.
Meets annually for a comprehensive risk review.
Executive-Level Sustainability Committee
Chaired by Group General Counsel and Company Secretary
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 safety, health, environment and quality (SHEQ)
risks. Monitors against targets and agreed KPIs. Considers the results of
assurance audits over SHEQ controls.
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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
Register with a high inherent score.
The Directors have carried out a robust assessment of the emerging and principal risks facing the Group, which confirmed that all principal risks reported in the financial statements for the year ended
31 December 2024 remain relevant and no new principal risks were identified. Four principal risks have intensified during 2025:
• Escalating geopolitical tensions have contributed to increased market uncertainty and volatility, adversely impacting the global economic outlook and elevating our principal risk of revenue
generation and profit conversion
• Security of business information and networks risk also heightened in likelihood because of evolving technologies and increasingly sophisticated malicious activities worldwide
• As we accelerate our transformation programme, our management of business change and people principal risks can increase if not properly managed
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 2025 to mitigate them.
Strategic
Risk Why this matters to us How we respond What we have done in 2025
Revenue generation
andProfit conversion
PD
CS
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.
Through our global sales, marketing and technology
teams, we identify consumer trends and respond
swiftly to satisfy customer needs through key
technologies.
Our direct selling model enhances customer intimacy.
We measure our Net Promoter Score (NPS) to gauge
customer satisfaction and loyalty, helping to improve
products and services based on feedback.
Our business model and focus on controlling
costs, managing cash flow and increasing sales
activity helps to mitigate the impact of difficult
trading conditions.
• As part of the actions that we have taken throughout the year to
increase utilisation at our shared production sites, we have been driving
targeted sales of ingredients in Beauty Care, Crop Protection and
Industrial Specialties.
• Restructured the Pharma organisation to enhance customer centricity and
launched campaigns supporting our customers in Pharma Ingredients
• Commissioned a new super refining process at our site in Leek, UK to
strengthen our leadership in high-purity excipients for injectables and ability
to launch new bioprocessing aids.
• Commissioned our new alkoxylation manufacturing plant in Dahej, India and
Fragrance and Actives facility in China as part of our Fast Grow Asia strategy
• Continued to build and convert our pipeline of ceramide and phospholipid
sales globally
• Our 2025 NPS was +43, a significant improvement from 32 in 2024
• Increased our cost savings target from £40m to £100m, delivering
in year savings of £28m (see page 13 for details)
Principal risks
Risk trend Link to our strategic USPs (page 14) Link to our business model (page 5)
Risk increase Growth
GN
Global Needs
IM
Ingredient Manufacture
No change Innovation
PD
Problem Discovery
CS
Commercial Supply
Risk decrease Sustainability
SD
Solution Development
GI
Global Impact
Risk management continued
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Strategic continued
Risk Why this matters to us How we respond What we have done in 2025
Product and technology
innovation and
protection
PD
SD
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 problem discovery on
page 5 for details).
We invest in: R&D to design innovative ingredients
(see 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.
• Continued to advance our balanced portfolio approach, combining
long-term strategic innovation centred on our core technology platforms
and sustainability drivers, while remaining agile in responding to localised
trends through enhanced market and customer alignment
• Focused on accelerating the conversion of innovation pipelines into
commercial value, while tailoring our research and development
approach to local and regional markets as these customers continue
to gain market share
• Launched a number of innovative products including Kerabio, Natrineo
CR8, Zenakine, Squalene and Poloxamer, resulting in strong interest from
our customers
• Amplified our customer engagement globally with customer academy,
workshops and training
• Further strengthened the integration of our R&D teams in France and Korea,
collaborating to create a world leading programme focused on skin
actives research
• Introduced a new trade secrets framework, including a new policy,
supporting procedure, FAQs, and a training programme. These resources
have been designed to strengthen the protection of confidential information
and ensure consistent compliance across the organisation
Digital technology
innovation
PD
SD
IM
CS
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.
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.
• Accelerated our digital transformation, using data, analytics, and AI to
improve decision-making and drive innovation
• Cloud computing enabled greater scalability and flexibility. Our website
and expanded customer portal enhanced digital channels, empowering
customers with better self-service and access to information
• Sustainability and innovation remained central, with new systems for
product information, supplier integration, and carbon footprint tracking
• Robust data governance and ongoing investments in data quality and global
analytics capabilities ensured Croda continued to deliver value and maintain
a competitive edge
Risk management continued
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Strategic continued
Risk Why this matters to us How we respond What we have done in 2025
Delivering sustainable
solutions – Climate,
Nature and People
Positive
GN
IM
GI
Risk owner:
Group General Counsel,
Company Secretary and
President Sustainability
We have made a bold Commitment to be
Climate, Nature and People Positive by 2030
(see page 18 for details), 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 delivering sustainability leadership on pages
18-19 for more information on our approach.
• Reviewed our sustainability strategy as part of a wider corporate strategy
refresh. Based on the needs of our customers and markets, we have
reconfirmed our commitment to become Climate, Nature and People
Positive by 2030 and announced a focused set of updated corporate
targets to 2030, including re-verified Science Based Targets aligned
with a 1.5°C trajectory
• The 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 (see page 70)
• We continued to include sustainability targets into our senior-level
long-term incentive plans and our annual bonus scheme (see page 79)
• Commissioned our new manufacturing site in Dahej, India, designing in low
scope 1 and 2 GHG emissions from the first day of operation
Management of
business change
GN
PD
SD
Risk owner:
Group Chief Executive
Delivery of our strategy requires significant
business change globally, including 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 progress with our multi-year
transformation programme (see details on
page 17), 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.
Delivery of the transformation programme is an
Executive responsibility, but the Board plays an
important role providing oversight, challenge
and guidance.
Skilled programme managers, supported by external
consultants, lead our delivery of change programmes.
• The Board and Executive Committee reviewed Croda’s strategy and
concluded that our portfolio serves attractive market niches with solutions
tailored for our customers
• Established a Transformation Office to oversee an operational efficiencies
programme comprising of multi-year transformative workstreams to
simplify business processes, modernise the way we work, and reduce costs
• We have built strong execution capability within Croda by combining the
deep knowledge of long-standing leaders who understand Croda’s ways of
working with the fresh perspectives and transformation experience brought
by new hires from outside the organisation
• Created an updated internal communications plan for the Group, ensuring
that the strategy cascade and objective setting are communicated clearly
and consistently throughout the organisation
• Advanced organisational design improvements, optimised the cost
structure to support investments in growth areas, and established a
structurally resilient organisation equipped with the appropriate
competencies and capacity to deliver our objectives
Risk management continued
Risk trend Link to our strategic USPs (page 14) Link to our business model (page 5)
Risk increase Growth
GN
Global Needs
IM
Ingredient Manufacture
No change Innovation
PD
Problem Discovery
CS
Commercial Supply
Risk decrease Sustainability
SD
Solution Development
GI
Global Impact
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People and culture
Risk Why this matters to us How we respond What we have done in 2025
Our people – culture,
wellbeing, talent
development and
retention
GN
PD
SD
IM
CS
GI
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 our
teams (see page 9 for details).
Global graduate and management development
programmes provide a pipeline of internal talent.
Our bi-annual global talent review and quarterly talent
sessions with the Executive and regional leadership
teams considers resources and succession plans for
critical roles.
• Developed a global strategic workforce plan for talent acquisition,
development, and management
• Delivered leadership development programmes to high-potential talent
• Launched a global programme to assess and develop future executive
leaders
• Enhanced regional leadership with succession planning for critical positions
• Performed in-depth assessments of talent across our 11 multi-purpose
manufacturing sites to strengthen current and future leadership
• Concluded the global launch of YourVoice, our new employee engagement
feedback tool
• Maintained our Living Wage commitment
Process
Risk Why this matters to us How we respond What we have done in 2025
Product quality
IM
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.
• We continued efforts toward our 2030 target of achieving 99.5% right first
time in manufacturing, focusing on operational excellence and quality
improvement initiatives
• Combined leadership roles in Quality and Product Safety and Regulatory
Affairs (PSRA), bringing the two functions together to strengthen alignment
and enhance governance across product safety and manufacturing quality
• Continued to implement our risk-based Quality audit approach and six-year
audit plan introduced last year, combining maturity assessments with
compliance audits to drive continuous improvement and maintain
regulatory compliance
Loss of significant
manufacturing site
(major safety or
environmental incident)
IM
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 the 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 delivered by the specialist Group SHE
internal audit team, following a risk-based audit plan
that prioritises our highest hazard sites to reinforce
process safety.
External auditors certify our compliance with
international safety standards. Our sites are certified
to ISO 14001/45001 standards.
• High priority process safety equipment assessed and improved where
necessary across all high-risk sites
• Continued the ongoing programme of third-party, expert-led process risk
peer reviews. Findings are communicated across the Croda organisation
through our Process Safety Leaders Academy
• Implemented a rolling programme of scenario-based, process-safety
inspections focused on the highest-risk processes at major hazard sites
• Senior Leaders in operational roles have completed Process Safety training,
followed by reinforcement sessions, to ensure they fully understand the
hazardous processes within their areas of responsibility, the risk-reduction
systems in place, and the key information required to confirm these systems
are operating effectively
Risk management continued
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External environment
Risk Why this matters to us How we respond What we have done in 2025
Ethics and compliance
GN
PD
SD
IM
CS
GI
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.
Our Audit Committee reviews the effectiveness of the
Group’s compliance procedures on an annual basis.
• Designed a due diligence procedure covering deforestation, human rights
and compliance with broader legislation, in order to ensure readiness for,
and compliance with, the European Union Deforestation Regulation (EUDR)
• Working in conjunction with a customer, piloted our human rights due
diligence programme in Brazil in relation to our palm oil supply
• Signed up to a collaboration with a customer which will involve carrying
out human rights due diligence on our castor oil supply chain
• Risk assessed our sanctions controls and updated our policy and
procedures to strengthen controls and ensure consistency globally
• Developed anti bribery and corruption (ABC) refresher training which
is being rolled out to appropriate stakeholders to re-energise the ABC
compliance programme
• Developed and rolled out a one-pager refresher to support elements
of our competition law compliance programme
• Improved our Modern Slavery Scorecard rating, moving up one tier
Security of business
information and
networks
GN
PD
SD
IM
CS
GI
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
evolving security threats, Cybersecurity remains a top
priority at the Board level and is overseen by the Audit
Committee. The Company continues to invest in
advanced security solutions and technical capabilities,
while also strengthening its policies, procedures, and
regularly testing their effectiveness to ensure robust
protection across the organisation.
• Rigorously reassessed our security posture, making substantial investments
in critical capabilities that are fully aligned with the NIST 2.0 Cybersecurity
Framework’s Identify, Protect, Detect, Respond, and Recover functions
• Strengthened employee engagement through a comprehensive awareness
and training campaign to ensure that everyone plays an active role in
safeguarding our assets. At Croda, we believe that security is a shared
responsibility across the entire organisation
• Reinforced our commitment to robust oversight by enhancing governance
through our Audit Committee
Risk management continued
Risk trend Link to our strategic USPs (page 14) Link to our business model (page 5)
Risk increase Growth
GN
Global Needs
IM
Ingredient Manufacture
No change Innovation
PD
Problem Discovery
CS
Commercial Supply
Risk decrease Sustainability
SD
Solution Development
GI
Global Impact
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Long-term viability statement
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 134).
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 timescales 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.
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 the 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 2025 of 1.3x remains substantially below the
maximum covenant level under the Group’s debt facilities of 3.5x. Based on 2025 results, stress testing
assesses that adjusted operating profit would need to fall by almost 80% to breach the covenant. 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 2025, over 77% of current committed debt
facilities of £1,066.6m mature after the end of the viability period, with current committed unused headroom
of £400.9m (see page 23 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 were found to endanger the liquidity or covenant requirements over the viability period.
Long-term viability statement
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 and Life Sciences
1 X
Regulatory or reputational
issues affecting individual
products or product groups
Loss of contribution from
significant products or
product groups
1 X
Gradual degradation of global
economy, our services,
competitiveness, or ability
to innovate
Steady decline of
sales throughout
the viability period
1 to 6 X X
Escalation of commercial
barriers or geopolitical conflicts
Loss of contribution
from sales into relevant
geographies
1 X
Catastrophic incident leading
to complete loss of a
manufacturing site
Uninsured loss of major
manufacturing site resulting
in lost margin for an
extended period
8 X
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
9 X X X
Cyber attack A significant cyber attack
damages reputation and
results in disruption of
processes, in addition
to costs of data recovery
10 X X
Failure to deliver expected
benefits from transformation
Benefits from transformation
initiatives are not fully realised
5 X
Product quality failure leading
to a product recall
Financial impact from
damages and legal costs
7 X
The principal risks to which these scenarios relate are as follows:
1. Revenue generation and profit conversion; 2. Product and technology innovation and protection; 3. Digital
technology innovation; 4. Delivering sustainable solutions – Climate, Nature 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.
40
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TCFD
Task Force on Climate-related Financial Disclosures (TCFD)
On pages 41 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. 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 and reference links to further information in this report and in our Croda Reporting Hub.
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 Key activities: 2025 and beyond
a) Describe the Board’s
oversight of climate-related
risks and opportunities
b) Describe management’s role in
assessing and managing climate
related-risks
Climate-related risks and opportunities form an integral part of Croda’s Group strategy. The Board
considers climate matters as part of its annual strategy review, approves major capital and acquisition
proposals with regard to decarbonisation objectives, and oversees senior leadership remuneration
metrics linked to sustainability performance. Oversight is supported by the Board Sustainability Oversight
Committee, established in 2023, which receives quarterly updates from the Chief Sustainability Officer and
insights from the Executive Sustainability Committee, monitoring progress against climate targets and
material risks. The Audit Committee approves the programme for assuring our non-financial metrics.
The Group Chief Executive Officer and Executive Committee are responsible for managing climate-related
issues, supported by the Sustainability Committee, which meets quarterly and is chaired by the Group
General Counsel, Company Secretary and President of Sustainability. Senior leaders across the business
act as risk owners, identifying opportunities, assessing risks and overseeing delivery of climate-related
targets. Climate risks are integrated into the Group risk management framework, with ownership
embedded at the appropriate organisational level.
Key governance activities in 2025 included the Board
Sustainability Oversight Committee’s review of the Life
Sciences and Consumer Care strategies, oversight of the
corporate sustainability strategy refresh, and approval of
associated strategic non-financial metrics. The Executive
Sustainability Committee approved the refreshed sustainability
strategy and oversaw the revalidation of our SBTi-aligned GHG
emission targets, the Climate Scenario Analysis and the launch
of the Sustainability Academy framework to build capability
from 2026. Near-term priorities include Corporate Sustainability
Reporting Directive readiness, strengthening data governance
controls, and enhanced customer and market engagement to
support delivery of Net Zero Roadmaps.
Further Information Sustainability Oversight Committee Terms of Reference: www.croda.com/about-us/governance
Sustainability Performance: Governance: page 187
Report of the Sustainability Oversight Committee pages 70 to 71
Report of the Audit Committee pages 72 to 77
Strategy How we comply Key activities: 2025 and beyond
a) Describe the climate-related
risks and opportunities the
organisation has identified
over the short-, medium-
and long-term
b) Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy and financial planning
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios
Climate considerations are integral to Croda’s business strategy, investment plans and long-term value
creation objectives. Short-, medium- and long-term time horizons are aligned with operational planning
cycles, 2030 climate commitments, and Croda’s long-term Net Zero target. Scenario analysis undertaken
with external experts assesses resilience to a range of plausible climate futures, including a 1.5°C Net Zero
scenario, a delayed transition scenario, and a high-warming (+3°C) world. The analysis identifies several
material risks, including carbon pricing exposure, natural gas price volatility, raw material cost escalation,
physical risks such as drought and flooding, and customer preference shifts linked to decarbonisation
expectations. Strategic opportunities arise from increased demand for lower-carbon ingredients,
renewable feedstocks, and technologies that support customer decarbonisation.
Delivery of Croda’s Climate Positive ambitions is embedded across the organisation. The strategy includes
decarbonising operations through validated science-based targets, transforming product portfolios through
Net Zero Roadmaps, and investing in operational efficiency, renewable energy substitution and
low-carbon innovation. Carbon offsets form no part of our decarbonisation strategy to 2030.
Scenario analysis confirms that Croda’s strategy is resilient, with mitigation actions materially reducing
long-term exposure under all modelled climates.
Key 2025 activities included refreshing our strategy with an
increased focus on climate-related risks and opportunities,
expanding our scope to cover the organisation’s total carbon
footprint – including FLAG and downstream emissions – and
setting business-specific objectives underpinned by our
SBTi-validated GHG targets. We completed Net Zero
Roadmaps for our major technology platforms, identifying
key levers for change and innovation opportunities, and are
engaging customers and markets to prioritise delivery and
support their transition to a Net Zero economy.
Further Information Delivering sustainability leadership pages 18 to 19
Risk management pages 33 to 39
Climate Scenario Analysis pages 43 to 47
Long-term viability statement page 40
Climate Positive: Shadow Carbon Price 183
Glossary: Net Zero definition page 199
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TCFD continued
Risk management How we comply Key activities: 2025 and beyond
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks
long-term
b) Describe the organisation’s
processes for managing
climate-related risks
c) Describe how processes
for identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall risk management
Climate-related risks are identified, assessed and managed through Croda’s global risk management
framework. Risks can emerge at site level, through the Sustainability Committee, or via evolving
regulatory and market developments. Periodic Double Materiality Assessments inform this process, with
financially material outcomes incorporated into the Group Enterprise Risk Management (ERM) system.
Climate scenario analysis, completed at least every three years, acts as a complementary tool, helping
the Group evaluate how future environmental, societal and economic conditions could affect operations
and financial performance.
All climate-related risks are assessed using a consistent five-point impact and likelihood methodology
and assigned to accountable risk owners responsible for monitoring, mitigation and reporting. Physical
risks – such as drought, water stress and flooding – are embedded within local site risk registers with
defined mitigation actions. Transition risks – such as carbon pricing, energy cost volatility, raw material
pressures and shifts in customer demand – are assessed centrally and cascaded into local registers as
impacts become geographically specific.
Climate-related risks are integrated into capital allocation, operational planning, product strategy and
supply chain decisions. Scenario analysis informs strategic planning and prioritisation of mitigation
activities, while shadow carbon pricing supports consistent, climate-aligned investment decision-making.
Key 2025 activities included a comprehensive update to
our Climate Scenario Analysis, building on the 2024 Double
Materiality Assessment, assessing alignment with our refreshed
sustainability strategy, and incorporating site-specific physical
risk insights from our insurance provider. Climate Scenario
Analysis findings will inform an interim review of the Double
Materiality Assessment, with any resulting changes to material
Impacts, Risk and Opportunities integrated into the Group
Enterprise Risk Management system to drive targeted action.
Further Information Risk management pages 33 to 39
Climate Scenario Analysis pages 43 to 47
Metrics and targets How we comply Key activities: 2025 and beyond
a) Disclose the metrics used
by the organisation to assess
climate-related risks and
opportunities in line with
its strategy and risk
management process
b) Disclose scope 1, scope 2 and,
if appropriate, scope 3 greenhouse
gas emissions and the related risks
c) Describe the targets used
by the organisation to manage
climate-related risks
and opportunities and
performance against targets
Croda discloses a comprehensive suite of climate-related metrics aligned with TCFD, including absolute
scope 1, scope 2 and scope 3 emissions, emissions intensity, energy consumption, bio-based raw material
use, and Water Use Impact. In addition we report measures related to natural gas exposure, carbon price
sensitivity and physical risk indicators such as revenue from drought- or flood-exposed sites. Progress
against Croda’s 2030 Climate Positive strategic objectives is reviewed quarterly by the Executive
Committee and Board, with selected climate metrics independently assured. Croda applies a shadow
carbon price of £124/tCO₂e to capital projects, ensuring investment decisions incorporate climate-related
impacts and support delivery of science-based targets.
Croda reports on additional industry aligned metrics in our annual Reporting data pack.
Key 2025 activities included simplifying our non-financial
sustainability metrics to strengthen alignment with material
climate-related risks and opportunities, supported by
publication of our SBTi-validated GHG targets. We expanded
financial metrics to improve visibility of current climate-related
impacts and advanced the integrity of our internal scope 3
tools, enhancing accuracy and controls ahead of verification
in early 2026. We continued to upgrade data management
capabilities, improving tools and controls to meet growing
Environmental, Social and Governance (ESG) reporting
requirements.
Further Information Delivering sustainability leadership pages 18 to 19
Climate Positive: Our revalidated Science-base targets page 184
Climate Scenario Analysis pages 43 to 47
Report of the Remuneration Committee pages 78 to 109
2025 Reporting Data Pack: www.croda.com/sustainability/
reporting-datapack
Climate Positive: GHG emissions and energy usage pages 181 to 184
Limited assurance opinion & reporting criteria: www.croda.com/
en-gb/sustainability
Group Accounting Policies: Climate Change page 134
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TCFD continued
Climate scenario analysis (CSA) methodology
Croda has undertaken climate scenario analysis to assess the potential financial impacts of
climate-related risks and opportunities under three distinct climate scenarios. The analysis draws
on internal data, external scenario data sets and the financial quantification pathways, set out in
the adjacent table, to estimate impacts under each scenario. The scenarios were selected to
reflect a range of plausible climate pathways and were informed by the climate-related risks and
opportunities identified through Croda’s Enterprise Risk Assessment process, incorporating the
findings of our double materiality assessment.
Overview of scenarios
Net Zero World Delayed transition Hot House World
Estimated 2100 warming ~1.5°C ~2°C ›3°C
NGFS scenarios Net Zero 2050 <2°C Delayed
Transition
3°C Current Policies
Scenario
WBCSD scenarios 1.5°C Innovation
Scenario
<2°C Forecast Policy
Scenario (IPR)
>3°C Historic Trends
Scenario
IEA scenario Faster Innovation Sustainable
Development
Stated Policies
Aqueduct Scenario Optimistic Business-as-usual
KNMI Scenario SSP1-2.6 SSP2-4.5 SSP5-8.5
Time horizons
Climate-related risks and opportunities have been assessed across three time horizons,
consistent with Croda’s approach to strategic planning, viability and long-term asset management.
The alignment between these time horizons and those used in assessing Croda’s going concern
and viability is illustrated below.
• Short term (0–3 years): aligned with the Group’s assessment of viability timeframe (page 40).
• Medium term (3–10 years): aligned with Croda’s strategic planning horizon and covering
targets supporting the Group’s commitment to be Climate, Land and People Positive by 2030.
• Long term (10–30 years): aligned with longer-term ambitions, including the commitment to
reach net zero by 2050, and reflecting the typical economic life of major plant and equipment.
Financial impacts were modelled on an annual basis from 2025 to 2050.
Financial impact assessment
The financial impact of climate-related risks was assessed using the same five-point financial
impact scale applied within Croda’s Group risk management framework. Opportunities were
assessed using the same scale to support comparability. The results of this assessment are
presented in the tables on pages 44 to 47.
Scenario development and methodology
Climate-related risks and opportunities are identified at all levels of the organisation and assessed
for likelihood and impact using the Group’s global risk framework (page 34). Croda undertakes
periodic Double Materiality Assessments, most recently in 2024, with the outcomes integrated
into the Group Enterprise Risk Management system. Climate scenario analysis is used as a
complementary tool to assess how potential future environmental, societal and economic conditions
could affect the Group, supporting preparedness for uncertainties arising from climate change.
Croda formally reviews its climate scenario analysis at least every three years and completed
a comprehensive review in 2025.
Detailed scenario modelling was first undertaken in 2021 and has been progressively refined
through subsequent assessment cycles. In 2022, modelling assumptions were updated to reduce
the assessed impact of climate change on labour productivity and to introduce water usage
impacts. In 2023, water-related impacts were further enhanced to capture both disruption
from flooding and exposure to water scarcity, with increased geographic differentiation of risk.
This latest iteration represents Croda’s third cycle of climate scenario analysis and significantly
enhances the depth and sophistication of modelling, enabling more robust stress testing of the
Business and a more rigorous evaluation of mitigation strategies.
Working with Accenture, Croda undertook the following steps, first determining the scope of our
assessment by:
• Peer benchmarking of climate-related risks and scenario analysis practices across
industry leaders
• Review of material risks identified through Croda’s Double Materiality Assessment to assess
alignment with climate scenario testing
• Mapping of current risks to those analysed in earlier scenario cycles to track consistency and
evolution over time
Scenario narratives were developed to represent plausible future states, incorporating key drivers
such as policy and regulation, physical climate risks, market dynamics and stakeholder behaviour.
These narratives informed the assessment of how climate-related risks and opportunities may
evolve under each scenario. Assumptions relating to growth, strategic roadmap delivery and
future demand were reviewed by cross-functional internal teams and combined with external
scenario data to quantify potential financial impacts in line with Croda’s risk matrix.
Where relevant, existing mitigation measures – covering sustainable procurement,
decarbonisation initiatives and technology innovation – were applied within the modelling to
assess the effectiveness of current strategies and readiness for the transition to a lower-carbon
economy. Recommendations for priority next steps were informed by internal stakeholder
interviews across supply chain, sustainability and insurance disciplines.
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TCFD continued
Customer Preference Change – Transitional Risk / Opportunity, Upstream
Croda risks losing revenue and reputation if it fails to meet
growing customer expectations for decarbonisation.
Companies and consumers increasingly demand
sustainable products. Meeting these expectations
strengthens Croda’s position as a preferred supplier.
Mitigations
Delivery of Croda’s SBTs and net zero
strategy – through low carbon feedstocks,
deforestation free supply chains and net
zero ready products – mitigates customer
preference risk; under delivery would
result in revenue exposure.
Geographical and asset impact
An increasing proportion of Croda’s customers now
have scope 3 SBTi-aligned targets, with the greatest
concentration in Consumer Care, a significant share
in Life Sciences, and a smaller contribution in
Industrial Specialities.
Related Goals
Deliver our SBTi targets for 2030 and
2050 (see page 184 for details).
Scenario inputs
Predicted revenue from customers with scope 3
SBTi Targets
Predictions of % companies deselecting suppliers
that fail to meet decarbonisation criteria
Croda Growth forecasts to 2050
Value creation and protection proxy
Other Metrics
We intend to develop and report a
quantified financial impact metric in
the future.
Financial impact
1.5°C: Strong global action drives high demand for greener products. Croda can gain market share if it
meets targets; failure could lead to significant revenue loss.
2-3°C: Weak policies until 2030, then sudden tightening. Minimal risk early, but sharp revenue loss
later if Croda lags.
+3°C: Little demand for sustainable products; low immediate risk but no growth opportunity.
1.5
Scenario Short Medium
Critical
Long
2-3
Unmitigated
Value opportunity
+3
1.5
2-3
+3
Medium
Medium
Significant
Significant
N/A
Critical
Scope of assessment
Climate scenario analysis has been performed at an organisational level. Risks relating to Croda’s
own operations and its supply chain were assessed using representative groups of locations
identified as material for each risk or opportunity. The most relevant geographies and sites are
disclosed in the results tables on pages 44 to 47.
Our range of assessments covers risks and opportunities, includes transitional and physical risks
and reaches across the value chain as indicated in our disclosures below. Two additional risks—
shifts in customer preferences and new technological innovation—were included in this
assessment cycle. Updates were also made to existing risk definitions, including reframing water
scarcity in terms of drought exposure, refreshing flood risk analysis, expanding energy analysis to
include electricity alongside natural gas, and updating commodity pricing assessments by using
the WBCSD model for palm oil and adding corn.
Outcomes and disclosures
Through this iterative process, Croda has continued to strengthen the maturity and scope of
its climate risk assessment, improving alignment with materiality thresholds and integrating
mitigation levers where available. Summary results are presented in the tables below and include
risk descriptions, key inputs, unmitigated and, where assessed, mitigated financial impacts, relevant
geographies and sites, mitigation actions, links to strategic targets and additional financial metrics.
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TCFD continued
Carbon Pricing – Transitional Risk, Upstream
Croda’s profitability may be exposed to rising carbon prices
on scope 1 and 2 emissions, and potentially scope 3 and
FLAG. Under future climate scenarios Croda can turn
carbon pricing into a competitive edge by meeting
SBTi-validated targets, including FLAG reductions.
Mitigations
Delivery of validated SBTi targets for
2030 and 2050 (scope 1, 2, and 3
reductions) and applying a shadow
carbon price (£124/TCO₂e) to guide
investment decisions.
Geographical and asset impact
Scope 1 and 2 emissions by region:
North America 41%, Atlas Point largest contributor overall.
Asia 30%
EMEA 26%
LATAM 3%
Related Goals
Deliver our SBTi targets for 2030 and
2050 (see page 184 for details).
Scenario inputs
NGFS carbon price model
Croda site level emissions data (scope 1 & 2)
Croda growth forecasts to 2050
Croda expected emissions reductions in line with
science-based target trajectories
Other Metrics
Potential carbon tax based on scopes 1 & 2
(market-based) emissions x shadow
carbon price: £14.4m 2025 (£14.2m 2024).
Potential carbon taxes % PBT: 5% 2025
(5% 2024).
Financial impact
1.5°C: Coordinated global action front-loads costs but avoids shocks; carbon prices rise steeply from
2025, peaking mid-century. Scope 3 taxation from 2030 could escalate costs.
2-3°C: Weak policy until 2030 triggers an abrupt carbon price surge, creating volatility and stranded
asset risks.
+3°C: Carbon prices remain low and fragmented; transition risks are minimal, but Croda may over-
invest in decarbonisation with limited return.
1.5
Scenario Short
Medium
Medium
High
Long
Critical
2-3
Unmitigated
Mitigated
+3
1.5
2-3
+3
Low
Low
Low
Medium
Medium
Medium
Low
High
Medium
New Technology Innovation – Transitional Risk / Opportunity, Upstream
Croda’s decarbonisation goals depend on emerging
technologies, many of which are still unproven or not
commercially viable. This creates a risk of reputational
damage if targets are missed, or financial loss from
over-investment in technologies that fail to deliver. By
leveraging its decarbonisation strategy and early adoption
of renewable feedstocks, Croda could lead the market in
sustainable products.
Mitigations
Croda aims to source 75% of feedstock
inputs from renewable carbon sources
by 2030, as part of its wider
decarbonisation strategy.
This goal depends on external market
and technology innovation, supported
by industry partnerships.
These collaborations will position Croda
as an early mover, securing renewable
feedstock supply and accelerating
technology development at scale.
Geographical and asset impact
N/A
Related Goals
Deliver our SBTi targets for 2030 and
2050 (see page 184 for details).
Source 75% of our raw materials from
renewable carbon by 2030.
Scenario inputs
IEA’s scenarios used to determine technology specific
market growth scenarios and cost of adoption
Croda Growth forecasts to 2050
Other Metrics
N/A
Financial impact
1.5°C and 2–3°C: Could create high short- to medium-term financial exposure, reducing over time.
Early adoption and industry partnerships could position Croda as a market leader in renewable
feedstocks, supporting customer preference and long-term competitive advantage.
+3°C: Premature investment in unproven technologies could lead to high to critical financial impact.
Croda’s decarbonisation strategy relies on emerging technologies. We have not shared a quantified
financial impact as significant uncertainty remains around technology costs, performance,
infrastructure, and environmental trade-offs, including land and water use. Current modelling excludes
regulatory pricing, carbon taxes, and physical supply chain risks, and does not quantify reputational
benefits. These uncertainties reinforce the need for cautious, phased investment and continued
partnerships to manage strategic and financial risk.
Results based on
scope 1 & 2 emissions.
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Energy Pricing – Transitional Risk, Upstream and Own Operations
Croda faces profitability risk from energy
price volatility under future climate scenarios,
with the greatest exposure linked to natural
gas. Progressing alternative fuels, electrification
and onsite renewable generation reduces
scope 1 and 2 emissions while limiting
exposure to volatile energy markets.
Mitigations
Croda is lowering exposure to natural gas volatility
by reducing demand and diversifying fuel sources,
including landfill-gas substitution. These actions,
combined with partial cost pass-through, mitigate
volatility and create potential cost-saving
opportunities. A shadow carbon price of £124/
TCO₂e guides investment decisions.
Geographical and asset impact
Natural Gas dominates this risk with
consumption by region:
• North America 48%, Atlas Point largest
consumer overall.
• EMEA 28%
• Asia 21%
• LATAM 3%
Related Goals
Deliver our SBTi targets for 2030 and 2050
(see page 184 for details).
Scenario inputs
NGFS natural gas/electricity price models
Croda projected natural gas/electricity
consumption with consideration of:
• Croda growth forecasts to 2050
• Croda expected energy use reductions
in line with decarbonisation targets
Other Metrics
PBT per kWh Natural Gas Consumed: £0.54/kWh
2025 (£0.53/kWh 2024).
Financial impact
1.5°C: Steep early carbon pricing sharply increases natural gas costs and moderately raises electricity
costs but rapid decarbonisation and landfill gas switching significantly cut exposure and delivers net
savings by 2050.
2-3°C: Energy costs remain stable to 2030 before rising sharply as policy tightens; lower near-term risk
but greater long-term cost exposure without early mitigation.
+3°C: Weak climate policy keeps energy transition costs low with minimal near-term financial impact
but offers limited cost optimisation benefits. This scenario does not account for physical disruption /
longer-term grid reliability risks.
1.5
Scenario Short Medium
Medium
Long
2-3
Unmitigated
Mitigated
+3
1.5
2-3
+3
Medium
Medium
Medium
Increasing cost saving
Increasing cost saving
Cost saving
Results based on
scope 1 & 2 emissions.
TCFD continued
Water Stress from Droughts – Physical Risk, Own operations
Extended droughts could reduce water availability
and disrupt operations at Croda’s most water-
stressed sites, leading to potential revenue loss.
Profitability may also be impacted by rising water
costs in regions where supply is constrained,
particularly where water is sourced from mains.
Mitigations
Croda has piloted a water impact assessment to
identify sites most exposed to high water risks
and consumption.
Six sites now have water reduction targets to lower
local water stress and reduce financial risk from
drought-related production losses.
Geographical and asset impact
Risk dominated by our manufacturing plants in:
• Spain: Mevisa, Alcantarilla, Alhama du Murcia
• Brazil: Campinas
Related Goals
By 2030 halve our water use impact (see page
185 for details).
Scenario inputs
KNMI Climate Explorer precipitation models
Calculated 12-month Standard Precipitation Index
Croda growth forecasts to 2050
Croda forecast revenue loss due to drought
Other Metrics
% revenue from sites with risk of more than
12 months of extreme drought to 2050: 22.2%
2025 (20.7% 2024).
Note this is gross risk and does not account for
transfer of production to alternative locations.
Financial impact
1.5°C: Strong global climate action and investment in water resilience keep drought risk low, with
limited operational disruption and modest financial impact to 2050.
2-3°C: Delayed policy action increases drought frequency and cost exposure. Whilst losses grow by
2050, they remain a moderate risk to operations.
+3°C: Minimal climate action leads to severe and prolonged droughts, driving higher operational
disruption and escalating losses by 2050. Although contained at a moderate level, this risk scenario
highlights the potential significant cost of inaction.
1.5
Scenario Short Medium
Medium
Long
2-3
Unmitigated
+3
Medium
Medium
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TCFD continued
Flood – Physical Risk, Own operations
Increased flooding driven by climate change
may cause damage or loss to assets and disrupt
operations therefore reducing revenue at high-risk
Croda sites.
Mitigations
Croda mitigates flood-related financial risk through
insurance and operational resilience measures,
including the ability to transfer production to
alternative sites when disruption occurs.
Additional protection could come from passing
increased operational costs to customers, reducing
residual risk to a medium level in modelled scenarios.
Geographical and asset impact
Key manufacuring plants included in our risk with
medium to extremely high riverine flood risk are:
• India: Thane
• Spain: Alcantarilla, Alhama du Murcia
• China: SIPO, Guangzhou
Related Goals
By 2030 halve our water use impact (see page
185 for details).
Scenario inputs
WRI Aqueduct Tool Predictions of fluvial flood
and related damage
Croda asset values at risk of flooding
Croda revenue at risk due to flooding
Other Metrics
% revenue from sites with extremely high or high
riverine flood risk: 2.4% 2025, (2.6% 2024).
Note this is gross risk and does not account for
transfer of production to alternative locations.
Financial impact
2-3°C: Delayed climate action increases flood risk by mid-century, with rising unmitigated financial
impact from shutdowns and damage by 2050; insurance reduces near-term exposure but residual
risk remains significant.
+3°C: Minimal climate action drives severe and frequent flooding, escalating unmitigated costs by
2050; even with insurance, residual impact remains high.
1.5
Scenario Short Medium
N/A
Long
2-3
Unmitigated
+3
High
High
Commodity Pricing – Physical Risk, Upstream
Croda faces financial risk from rising bio-based
commodity prices due to shifts in land use,
resources and agricultural productivity which
could significantly raise Croda’s cost of sales
and affect profitability.
Mitigations
Croda is mitigating supply chain and regulatory
risks by diversifying suppliers and geographies,
implementing dual-sourcing ahead of EUDR
requirements.
The Company is exploring alternative feedstocks
to reduce dependency on palm and strengthen
resilience.
These actions support delivery of short-term
science-based targets and the net zero strategy,
including a shift to low-carbon, deforestation-free
raw materials and a portfolio transformation to be
net zero ready for customers.
Geographical and asset impact
Palm derivatives are Croda’s largest natural
biobased feedstock, representing 35% of
bio-based raw material volume in 2025 and
sourced mainly from Malaysia and Indonesia.
Corn is the second largest feedstock at 27%
bio-based raw material volumes, primarily
sourced from the US Midwest, with Ukraine as a
secondary source, though currently constrained
by geopolitical instability.
Related Goals
Remove deforestation risk in our key bio-based
supply chains by 2030.
Source 75% of our raw materials from renewable
carbon by 2030 (see pages 184 to 185 for details).
Scenario inputs
WBCSD projected commodity price change by
country of origin
Croda volume consumption by commodity and
country of origin
Croda commodity spend by country of origin
Croda growth forecasts to 2050
Other Metrics
A quantified financial impact metric is not
disclosed due to commercial sensitivity; metrics
are monitored internally to support risk
management and strategic decision-making.
Financial impact
+3°C: Minimal climate action leads to severe physical pressures and inefficiencies, driving sharp
commodity price increases by 2050, creating major cost exposure for Croda’s bio-based feedstocks.
We have not quantified the financial impact due to high measurement uncertainty. Current modelling
relies on global averages and limited regional detail, which may understate risks at specific sourcing
locations. It also excludes regulatory pressures such as EUDR and omits physical climate and
supply-chain disruption factors – including extreme weather, biodiversity loss and infrastructure
impacts – that could significantly increase future commodity costs and availability risks.
47 Croda International Plc Annual Report & Accounts 2025
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Non-financial and sustainability information statement
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
Page
number Policies Impacts and metrics
Page
number
Environmental matters
• Major safety or
environment incidents
• Delivering sustainable
solutions
• TCFD
• CFD
186
37
41
41
• Supplier Code of Conduct
• Group SHE policy
• Total Recordable Injury Rate (TRIR)
• Climate Positive
• Nature Positive
26
181
185
Respect for human rights
• Our people 38 • Code of Conduct
• Guidelines policy for Managing Diversity
• Fair income (Living Wage)
99
Social matters
• Our people 38 • Code of Conduct
• Guidelines policy for Managing Diversity
• Group Transgender policy
• Diversity and inclusion
67
Employees
• Our people
• Ethics and compliance
38
39
• Group Code of Ethics
• Code of Conduct
• Group policy on Training and Development
• Equal opportunities policy
• Group SHE policy
• Culture
• Key people metrics
• Employee Net Promoter Score
(Workforce Engagement)
• Gender balance
• Health, Safety and Wellbeing
9
67
26
68
26
Anti-bribery and corruption
• Responsible business 72 • 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
72
Business model
• Principal risks
35 • Key performance indicators
26
All policies listed can be found at https://www.croda.com/en-gb/sustainability/reporting-datapack/policies-and-procedures
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) and online. Our Viability
Statement on page 40 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 2025, we can confirm there were
no significant safety, health, environment
or quality incidents across our operations
on which to report.
Non-financial and sustainability information statement
48 Croda International Plc Annual Report & Accounts 2025
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“Good corporate governance
iscritical for the execution
ofourgrowth and efficiency
transformation programme.
Our governance framework
supports effective leadership,
clear accountability and long-
term value creation. The Board
ensures that our Purpose and
values guide decision-making,
helping us meet the expectations
of our stakeholders and adapt to
achanging environment.”
Danuta Gray
Chair
Governance report
In this section
Chair’s introduction to Governance 50
Board biographies 51
Board activity and outcomes 54
S172 Stakeholder engagement 57
Board leadership 61
Audit, risk and internal control 64
Report of the Nomination Committee 66
Report of the Sustainability Oversight Committee 70
Report of the Audit Committee 72
Report of the Remuneration Committee 78
Directors’ report 110
UK Corporate Governance Code
During the year under review, the Company applied the
principles and complied with all the provisions of the UK
Corporate Governance Code 2024 (the Code), except for
the new Provision 29 relating to the effectiveness of the risk
management and internal control framework which becomes
effective for periods beginning on or after 1 January 2026.
The Code is available at www.frc.org.uk.
How we apply the principles of the Code
Board Leadership and Company Purpose
The role of the Board 61
Purpose and culture 4, 9, 60
Resources and controls 40, 74
Stakeholder engagement 8, 50, 57
Workforce engagement 60, 63
Division of responsibilities
Role of the Chair, Non-Executive Directors
andCompanySecretary 61
Composition of the Board 61
Composition, succession and evaluation
Appointments to the Board and succession planning 66
Board skills, experience and knowledge 69
Board performance 63
Audit, risk and internal control
Audit Committee report 72
Risk report 33
Remuneration
Remuneration Committee report 78
49 Croda International Plc Annual Report & Accounts 2025
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Chair’s introduction
Chair’s introduction to Governance
On behalf of the Board, I am pleased to present the
Corporate Governance report for the year ended
31 December 2025.
“The Board is responsible for
the effective leadership of the
Group and promoting its long-
term sustainable success. This
report outlines our governance
framework and explains how
the Board discharged its
responsibilities during the year.”
Our Board
In April, we were delighted to welcome our new CFO,
Stephen Oxley. Stephen brings extensive experience in strategy
development and execution, driving business performance, and
transformation. Since joining, he has actively engaged with our
people and investors and played a key role in the implementation
of the sales growth and efficiency transformation programme.
In July, Julie Kim retired from the Board to focus on her
executive commitments having been named as the next Group
CEO of Takeda Pharmaceutical. I would like to thank Julie for
her insightful and valuable contributions to the Board during
her tenure and wish her every success in her new role.
In January 2026, we were pleased to welcome Jill Anderson
as an Independent Non-Executive Director. Jill brings over 30
years of international leadership experience in the healthcare
industry, spanning executive roles in finance, commercial
research and supply chain functions. Jill’s extensive sector
knowledge, combined with her financial expertise, make
her an excellent addition to the Board.
Leadership and diversity
We are committed to maintaining a Board with the right
balance of skills, experience and diversity to ensure effective
oversight, constructive challenge and informed guidance.
Diversity, including gender diversity, remains a central
consideration in the Nomination Committee’s approach to
succession planning. Following Julie Kim’s retirement in July,
female representation on the Board fell to 33%, below the 40%
target set by the Listing Rules, our Board Diversity and Inclusion
Policy, and the ambitions of the FTSE Women Leaders Review
and the Parker Review. However, with Jill Anderson’s
appointment in January 2026, female representation has
returned to 40%.
Stakeholders
Throughout the year, the Board engaged with investors and
considered the interests of key stakeholders on a number
of topics, including strategy and Croda’s sales growth and
efficiency transformation programme. The Board also values
direct engagement with our people across the business, which
provides valuable insight into their views and the challenges
faced. In 2025, this included the Board visit to our sites in China,
Korea and Singapore, where Directors met senior leaders and
employees to discuss performance, future plans, and
opportunities. Further details on our stakeholder engagement
and how this has informed Board discussions and decision-
making can be found on pages 57 to 60.
Board performance review
In line with the Code, the Board undertakes an annual review
of its own performance, its Committees and individual Directors,
to ensure they are operating effectively. This year we
conducted an internal Board performance review with support
from Linstock. Alongside the Linstock review. I held one-to-one
meetings with all of my fellow Directors and the Company
Secretary to help identify key themes that enabled specific
actions to be agreed. The review confirmed a strong Board
culture, characterised by diversity of thought and perspective
as well as a collaborative approach enabling constructive
challenge and informed debate. Two key themes emerged
from the review relating to strategy development and
communication, and talent and succession. These will
form part of the Board’s agenda for 2026.
AGM
Our AGM will be held on 22 April 2026. Full details, including
the resolutions to be proposed, are set out in the Notice of
AGM. We look forward to meeting shareholders, hearing your
views and answering your questions.
Danuta Gray
Chair
50 Croda International Plc Annual Report & Accounts 2025
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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 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.
She was previously Chair of Direct Line Insurance Group plc,
and 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 deep
understanding of UK governance requirements make her
a strong asset to the Board. Her extensive cross-industry
experience brings valuable external perspective and
strengthens the Board’s ability to oversee the Group’s
long-term strategic priorities.
Board biographies
The Board’s biographies
Steve joined Croda as a graduate trainee in 1990 and brings
to the Board extensive business, strategic and operational
experience gained from a wide range of senior leadership
roles across the Group. Outside Croda, Steve serves as a
Non-Executive Director of Tate & Lyle PLC. In 2025, he was
awarded a CBE for his outstanding contribution to the chemical
and life sciences industries. He also received an Honorary
Degree from the University of York in 2025, in recognition
of his industry leadership and long standing commitment
to scientific innovation.
Steve has led multiple Croda businesses over his 35-year
career, enabling him to develop deep insight into the markets
the Group serves, the importance of customer focus, and the
value of fostering an innovative culture.
Danuta Gray
Chair
Appointment: February 2024 and Chair
since April 2024
Nationality: British
Steve Foots, CBE
Group Chief Executive
Appointment: July 2010 and Group Chief
Executive since January 2012
Nationality: British
N
Stephen brings extensive leadership experience in strategy
setting and execution, enhancing business performance,
transformation, and corporate transactions. He was previously
CFO at Johnson Matthey Plc, and a partner at KPMG where
he spent nearly 30 years advising global organisations across
consumer, healthcare and industrial sectors on financial,
operational, and strategic matters. Outside of Croda, Stephen
is a member of the Audit and Risk Committee for the
Sovereign Grant.
Stephen has significant experience supporting companies
through major transformation programmes, combining
operational insight with strong technical expertise. He has a
solid understanding of governance, risk management and value
creation in dynamic environments. Stephen also brings strong
stakeholder engagement and corporate governance
experience, helping to align operational priorities with long-
term shareholder value.
Stephen Oxley
Chief Financial Officer
Appointment: April 2025
Nationality: British
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
51
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Board biographies continued
Roberto is an experienced Chief Executive with a demonstrated
history of achievements in the service, hospitality, hospital and
healthcare industries with many years spent as a strategy
practitioner in Europe and Asia. He recently stepped down as
CEO of Swiss Post, and he was previously 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. His experience leading large-
scale transformation programmes and M&A provides valuable
insight into organisational change, efficiency and long-term
strategic positioning. His engineering background enables him
to link Croda’s R&D and production competencies with the
evolving demands of its multifunctional markets.
Jill has more than 30 years’ experience in international
leadership positions in the healthcare industry, with a career
spanning senior roles across finance, commercial, research and
supply chain functions. Most recently she was the CFO of GSK’s
R&D division, where she played a key role in shaping financial
strategy to support innovation and long-term growth until her
retirement in 2024. She is a Non-Executive Director and Chair
of the Audit and Risk Committee at Spire Healthcare Group plc,
and is a Board Trustee and Treasurer of Amref UK.
Roberto Cirillo
Non-Executive Director
Appointment: April 2018
Nationality: Swiss
Jill Anderson
Non-Executive Director
Appointment: January 2026
Nationality: British
A
N
R
A
N
R
Ian has extensive experience with listed companies across
a wide range of industries, both domestic and international,
as an Executive Director as well as in a Non-Executive capacity
as Senior Independent Director and Audit Committee Chair.
He is currently Chair of Domino’s Pizza Group Plc, and Senior
Independent Non-Executive Director and Audit Committee
Chair of Dunelm 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. He is a Fellow of the Chartered Institute of
Management Accountants.
Ian’s extensive plc experience, combined with his deep
knowledge of audit practices and risk management frameworks,
enable him to foster open and constructive challenge in the
boardroom. He brings significant financial and operational
leadership expertise, and his recent and relevant financial
experience strengthens the composition of the Audit Committee.
Ian Bull
Non-Executive Director
Appointment: June 2024
Nationality: British
A
N
R
Keith brings to the Board over 40 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.
Keith is the Chair of Croda’s recently formed Innovation
Advisory Council. 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.
Keith Layden
Non-Executive Director
Appointment: February 2012 and
Non-Executive Director since May 2017
Nationality: British
N
S
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
Jill’s healthcare sector experience, combined with her deep
financial knowledge and her recent role as a serving Executive
make her an excellent addition to the Board and enhances the
financial expertise on the Audit Committee.
52 Croda International Plc Annual Report & Accounts 2025
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Chris has spent his career in the Consumer Care industry.
He retired from Estée Lauder Companies, a global leader in
prestige beauty, following a 20-year career, with the last five
years as Group President of North America. 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. He is currently Chair of
Rituals Cosmetics Enterprise B.V. 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,
Chris Good
Non-Executive Director
Appointment: April 2023
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.
Tom Brophy
Group General Counsel, Company
Secretary and President Sustainability
Appointment: December 2012
asBoardSecretary
Nationality: British
Board biographies continued
A
N
S
R
A
N
S
R
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 is a consultant at Sensorion,
a Euronext listed biopharmaceutical company headquartered
in France, having previously served as CEO. She is also a
Non-Executive Director of the Lundbeck Foundation.
Nawal brings to the Board first-hand 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.
Nawal Ouzren
Non-Executive Director
Appointment: February 2022
Nationality: French
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 Bank.
Jacqui’s global broad business experience and first-hand
insight of transformational/disruptive digital, cyber security,
technology and business process solutions bring valuable
insight to Board discussions.
Jacqui Ferguson
Non-Executive and Senior Independent
Director
Appointment: September 2018
Nationality: British
A
N
S
R
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
having lived and worked in the USA, Switzerland, Japan,
Singapore, Russia and the UK.
His experience strengthens the Consumer Care knowledge
around the Board table and supports Croda’s continued
transition to a Consumer Care and Life Sciences business.
A
N
S
R
53 Croda International Plc Annual Report & Accounts 2025
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The Board received regular updates on the review of
strategy which concluded that the Group’s portfolio
continues to serve attractive market niches with
differentiated solutions and the portfolio transition
undertaken in recent years positions the business to
capture valuable growth opportunities. The Board
emphasised the importance of clear articulation of the
Group’s activities and the value embedded within the
portfolio, as well as integrating sustainability considerations
and wider consumer trends into future strategic direction.
The Board’s year
Board activity and outcomes
Board activity in 2025
During 2025, the Board held seven scheduled meetings with
full attendance at each one. In addition, a two-day strategy
session was held at the Company’s head office in Cowick and
two ad-hoc Board calls were held to discuss current trading,
progress on the Group’s growth and efficiency transformation
programme to enhance earnings and returns, and the Q3
sales 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 the agendas cover a number
of regular standing items. These include:
Strategy
During these updates, the Board receives strategic progress
reports focusing on delivery against both long-term strategic
analysis and planning as well as in-year execution. This year,
the Board used these sessions to challenge management to
unlock the full potential of the Group’s data assets and to
embed data-driven decision-making as a core element of the
organisational culture. The Board also considers longer-term
strategy, including consideration of future investments in
technology, the evolving geopolitical and competitive
landscape, and the development of capabilities required
to position the Group for long-term success. Maintaining a
forward-looking perspective enables the Board to balance
immediate operational needs with future opportunities and
risks, ensuring the Group remains agile and resilient in a rapidly
changing environment.
Executive updates
The CEO and CFO provide high-level operational and financial
updates, highlighting key achievements, challenges and
outlining actions taken during the period, along with priorities
for the period ahead. As a core organisational value, safety
remains a central theme to reporting, with management
reporting on progress to drive continuous improvement in
safety performance for the benefit of our employees and
communities. Quarterly reports from the Executive Committee
members provide further insight into progress against strategic
plans and actions taken to support delivery.
January
Board and Committee meetings
• Reviewed the Board Diversity Policy to confirm its
continued effectiveness in supporting a diverse and
inclusive Board with the skills and perspectives needed
for effective oversight.
• Considered the findings of the Board performance review,
noting key outcomes and setting objectives for 2025.
• Received an update on the Group strategy review,
including an external perspective from the consultants
assisting with the project. This enabled the Board to
deepen its understanding of the Group’s competitive
position and long-term value drivers.
• Reviewed management’s proposed KPIs and
objectives for 2025, emphasising the importance
of alignment with the Group’s strategic priorities.
45%
10%
10%
25%
10%
Strategy
People and culture
Governance and reporting
Financial risk and performance
management
Stakeholder engagement
Governance and Committee reports
The General Counsel and Company Secretary provides regular
updates on both external corporate governance developments
and internal governance, including changes in law and
regulation. Committee Chairs report on their respective
meetings, summarising key decisions and highlighting issues
requiring the Board’s attention. Most meetings conclude with
a dedicated session for Non-Executive Directors, offering a
valuable forum for open dialogue and peer discussion.
Transformation
The Board receives regular updates on the progress of the
acceleration of our growth and efficiency transformation
programme, including monitoring key workstreams and
milestones.
Overview of time spent in 2025
54 Croda International Plc Annual Report & Accounts 2025
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February
Board and Committee meetings
• Approved the publication of the 2024 annual results
and accounts and recommended approval of the 2024
final dividend to shareholders.
• Discussed the scope and challenged management on
the ambition of the proposed growth and efficiency
transformation programme.
• Reviewed progress on the strategy review to ensure
that accelerating profit growth remained a top priority.
• John Ramsay stepped down from the Board as a
Non-Executive Director.
AGM
The 2025 AGM was held in April in York, offering
shareholders the opportunity to engage directly with
the Board and meet the Directors in person. The event
featured a key note presentation from our CEO, Steve
Foots, marking Croda’s centenary year. The AGM forms a
key part of the Company’s broader investor engagement
programme, which is led by the Director of Investor
Relations and Corporate Affairs. This programme includes
results presentations, investor roadshows, participation in
conferences and seminars, site visits, an annual governance
lunch, and one-to-one meetings which help to ensure
meaningful dialogue with the investment community.
June
Strategy day
In June, the Board held a two-day strategy event at our head office in Cowick to further shape the Company’s strategic
priorities and ensure the long-term success of the business. This provided opportunity for the Board to engage with the
Executive Committee and senior leadership to focus on strategy. The sessions enabled in-depth exploration of key themes,
including operational excellence and efficiencies to maximise returns, customer-led innovation, capacity optimisation, and
future transformation and change management. The informal interactive format fostered robust discussion, allowing Non-
Executive Directors to challenge management constructively and contribute their perspectives. As a result clear areas of
strategic focus and alignment to support the Group’s next phase of growth were identified.
Board activity in 2025 continued
April
Board and Committee meetings
• Reviewed an update on U.S. tariffs, including
management’s mitigation strategies to minimise any
potential impact on the Group.
• Assessed the annual review of Treasury activity to
confirm it supported the Group’s capital structure and
liquidity strategy.
• Approved supplementary capex to support the
development of a new greenfield manufacturing facility
in China to enable future growth in the region.
• Stephen Oxley joined the Board as CFO.
• Received an in-depth geopolitical briefing from an
external advisor, enhancing the Board’s understanding of
the potential implications of recent U.S. tariffs and broader
geopolitical trends affecting the healthcare sector.
This insight supported more informed assessment
of emerging risks and opportunities.
• Initiated a formal search through the Nomination
Committee to identify a successor to Julie Kim, to ensure
the Board continued to maintain the right balance of skills
to support the Company’s long-term sustainable success.
The process resulted in the appointment of Jill Anderson
to the Board in January 2026 (see page 67).
July
Board and Committee meetings
• Approved the 2025 interim results and interim dividend,
providing information to shareholders and other
stakeholders.
• Approved the growth and efficiency transformation
programme to improve earnings and returns and to deliver
annualised cost savings of £100m by the end of 2027.
• Undertook a regular valuation analysis of the Company,
informed by external perspectives on the Group’s
performance from the Company’s brokers and financial
advisers, to ensure preparedness for potential market and
corporate scenarios.
• Assessed the annual risk review, which included an
evaluation of the Company’s emerging and principal risks
and reaffirmed the robustness of the Company’s risk
management framework to ensure risks remained
aligned with strategic objectives (see pages 33 to 39).
• Reviewed management’s decisions to impair certain of
the Group’s assets following the half year assessment,
ensuring financial reporting remained accurate and
aligned with performance.
• Julie Kim stepped down from the Board as a Non-
Executive Director.
• Held a forward-looking Remuneration Committee session
to agree key principles for the renewal of the 2026
Remuneration Policy, establishing a clear foundation
for a policy aligned with future strategic priorities.
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Overseas Board visit
The Board visited Croda sites in China, Korea and
Singapore to deepen its understanding of regional
operations, market dynamics, and strategic priorities
across Asia. The itinerary included site tours and direct
engagement with employees, allowing Directors to
observe safety practices, assess operational performance,
and explore innovation capabilities firsthand. The visits
provided valuable insight into region-specific challenges
and opportunities. On-site interactions with process
engineers, operators, and research scientists gave
Directors a ground-level perspective on operational
culture and delivery. Informal dinners and structured
workforce engagement sessions – including listening
groups and town halls – fostered open dialogue,
enabling the Board to better understand employee
sentiment and reinforce alignment with the Company’s
values and Purpose. Informal sessions were also held
with emerging regional talent.
September
Board update call to discuss:
• Feedback from investors following the half year results.
• Current trading.
• Growth and efficiency transformation programme update.
November
Board and Committee meetings
• Reviewed business performance and strategic growth
plans for Consumer Care to assess progress, identify
opportunities and strengthen future growth delivery.
• Reviewed senior management succession plans and
the Group-wide talent pipeline to support long-term
leadership resilience and future Group capability.
• An external perspective on succession planning and
recruiting for potential, provided fresh insights and
constructive provocation, strengthening the Board’s
ability to make informed, future focused talent decisions.
• Received an update on the growth and efficiency
transformation programme enabling the Board to
assess progress.
• Approved the establishment of an Innovation Advisory
Council to enhance Board focus on innovation, science
and technology, strengthening oversight of future
growth and capability development.
December
Board and Committee meetings
• Reviewed business performance and strategic growth
plans for Pharma Solutions to ensure the business is
building on its strong foundations to deliver sustainable
long-term value.
• Received an update from the CIO on the strategic IT
roadmap, including data, analytics/AI and architecture, and
challenged management on the pace of delivery to ensure
technological support for the business to drive efficient
growth, retain customers and drive faster innovation.
• Approved renewal of the Group’s global insurance
programme as part of the risk management framework,
ensuring the levels of insurance remained appropriate
for Croda’s risk profile.
• Reviewed a deep-dive report on progress of one of the
key business transformation pillars to assess progress
and impact on value and performance.
October
• A corporate governance lunch was held in October,
with the Chair, Senior Independent Director and
Remuneration Committee Chair, and Audit Committee
Chair. Shareholders representing over a quarter of the
register attended. Discussions covered strategy,
sustainability, talent and succession planning, and
governance matters, providing the Board with clear
insight into shareholder priorities and concerns.
• Board call to review and approve the Q3 Sales Update.
Board meeting
• Received an in-depth geopolitical briefing on China’s
role in the global economy from an external adviser,
providing the Board with invaluable insights and an
enhanced understanding of China’s evolving landscape
and the potential strategic opportunities and
challenges for Croda.
• Received a presentation from the Asia Leadership
Team including progress on the Fast Grow Asia
strategic pillars, which underscored the opportunities
available to the Group in the region.
• Reviewed business performance and strategic growth
plans for Pharma Ingredients to assess progress in
unlocking growth and advancing areas of strategic
portfolio focus..
• Reviewed the performance of past capital investments
and return on investment in innovation to evaluate
value delivered and the governance of investments.
Board activity in 2025 continued
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S172 principal decision: Growth and efficiency transformation programme
The Board approved the implementation of the Group’s growth and efficiency transformation
programme, designed to deliver business growth, greater efficiency and cost savings
through structural changes to ways of working. Key elements of the programme focus on
improving customer service and employee experience, including through leveraging data
through analytical tools and AI. While significant change can be disruptive and unsettling for
employees, the programme aimed to enhance the day to day experience of employees by
reducing the number of group-wide initiatives, which had created a high level of workload,
and providing greater focus on key strategic objectives which they can help to deliver.
Customers would benefit from improved customer service through workstreams dedicated
to supply chain and customer excellence and reducing complexity when working with
Croda. Programmes to accelerate innovation would further support customers and
employees, with sustainability differentiation also benefiting our communities and our
suppliers. Although efficiency measures would result in roles changing and in some employee
reductions, the programme was expected to strengthen financial performance, particularly
margins and revenue growth, delivering value for all stakeholders, particularly shareholders.
The Board receives regular updates to maintain effective oversight, assess stakeholder
impacts, and challenge management to ensure accountability and successful delivery
of the programme for shareholders and wider stakeholders.
Relevant stakeholders
• Shareholders
• Employees
• Customers
• Suppliers
• Communities
S172 Stakeholder engagement
S172 Stakeholder engagement
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 informed Board discussion and decision making:
The Board maintained a strong focus on engaging with key stakeholders, recognising that this is
essential to acting as a responsible business and advancing the delivery of strategy. Consideration
of stakeholder interests is embedded in our Purpose and values, which guide our approach to
fulfilling strategic commitments and promoting the long-term sustainable success of the
Company. Directors actively sought and considered the interests and priorities of the Group’s
key stakeholders, particularly in relation to key decisions made by the Board during the year.
S 172 (1) factor Further information on page:
The likely consequences
of any decision in the
long-term
Purpose 4
Business model 5
Strategy 15
Financial review 20
Sustainability 48, 70
The interests of
employees
People 9, 60
Employee engagement 58
Diversity 58, 67
Speak Up 58
Culture 9, 60
The need to foster the
Company’s business
relationships
withsuppliers, customers
and others
Financial review 20
Modern Slavery Statement 59
Business model 5
Sustainability 48, 70
Human rights and ethical standards 29, 39, 58, 59, 186
Culture 9, 60
The impact of the
Company’s operations on
the community and the
environment
Purpose 4
Sustainability 48, 70
TCFD 41
Sustainability Oversight Committee 70
The desirability of the
Company maintaining a
reputation for high
standards of business
conduct
Purpose 4
Speak up 58
Human rights and ethical standards 29, 39, 58, 59, 186
Internal controls 64
Modern Slavery Statement 59
Ethics and compliance 39
The need to act fairly
between members of the
Company
Stakeholder engagement 57
AGM 55
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S172 Stakeholder engagement continued
Stakeholder How we engaged Outcome of engagement and KPIs
Our people
The Board values meaningful
engagement with employees
and seeks their views to ensure
they feel valued, supported and
heard. This helps the Board stay
informed about issues and
challenges affecting our people
and to consider these in
decision-making.
• Directors engaged with our people during site visits, participating in listening
groups, town halls and informal dinners to foster open dialogue and strengthen
connections.
• The Board oversaw the global launch of YourVoice, a new employee listening
and engagement platform. It reviewed initial outputs and key metrics, including
engagement, health & well-being, and SHE data.
• The Board monitored key employee metrics, including turnover, retention, and
Diversity, Equity and Inclusion (DEI) indicators through quarterly HR reporting.
• The Board visit to Asia included informal meetings and discussions with some
of the region’s high-performing talent.
• The Board received updates on use of our Speak Up line and the outcomes
of related investigations.
• Encouraged open discussion between the Board and our people which
enabled the Directors to gain insights from different locations, roles and
experiences. Feedback from engagement sessions was discussed by the
Board, helping it to gauge employee sentiment and identify key themes
and emerging issues.
• Enhanced the Board’s understanding of the employee experience with
data-led insights, enabling enhanced monitoring of culture and
identification of any trends and challenges requiring attention.
• Informal meetings with high-potential employees provided direct input
into talent and succession planning and decisions.
• Enabled the identification of any wrongdoing, behavioural trends or
underlying cultural issues in general or specific to a region.
Our customers
The Board recognises that
understanding customers’
needs is key to building
collaborative relationships and
delivering innovative solutions
to meet their needs.
• Members of the Board met with key customers in the Beauty sector.
• The Board reviewed key customer metrics as presented in quarterly
business reports.
• The Board considered the results of key customer surveys, including net promoter
scores and industry bench-marking.
• Customer relationships are regularly discussed by the Board, including feedback
from the CEO on his meetings with strategically important customers.
• Reviewed a customer journey analysis exercise undertaken as part of a product
and customer optimisation initiative.
• Considered customer needs and feedback in relation to sustainability requirements.
• Helped to inform on business trends and market dynamics, and identify
opportunities and priorities.
• Helped the Board to assess customer sentiment, and business needs
including in relation to sustainability.
• Offered insights into customer relationships to identify opportunities to
enhance customer outcomes.
• Provided the Board with first-hand insights into the challenges faced by
customers and what matters most to them.
• Helped the Board to understand customer pain points and challenge
management to convert issues into actionable and quick-win initiatives.
• Supported the prioritisation of data-driven sustainability objectives
to support business decisions and customer readiness for future
regulatory requirements.
Our communities
Operating safely and sustainably
in the communities where we
work, and understanding the
impact of our activities on
those communities and the
environment, is essential to
our long-term success.
• Community engagement committees at local sites were attended by
representatives from both the site and local community.
• During site visits, Directors engage with local management teams and discuss how
operations impact the community and the environment.
• Employees can take up to two paid volunteering days annually to work on projects
benefiting local communities. In 2025, these included Science, Technology,
Engineering and Mathematics (STEM) education workshops.
• The Company provides matching contributions for employee donations to eligible
charitable causes.
• The Board received updates on the Group’s human rights programme.
• The Board reviewed the annual update on the work and priorities of the
Croda Foundation.
• The insights gained by local engagement provided a deeper
understanding of the impact the business has in local communities.
• Provided valuable insights into local community priorities and issues,
enabling informed decision-making.
• Demonstrated that community engagement is embedded in Croda’s culture.
• Reflected the Board’s consideration of matching employee interests and
its positive impact on the community.
• Demonstrated the Company’s commitment to supply chain transparency
and upholding and respecting human rights.
• Renewed the Company’s commitment to ongoing funding of the Croda
Foundation, enabling it to continue its mission of awarding grants aligned
with Croda’s Purpose, values, and areas of expertise.
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S172 Stakeholder engagement continued
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 to deliver
long-term value for
our customers.
• The Board considered progress on suppliers’ ethical, social and sustainability
standards, primarily through EcoVadis.
• The Board reviewed and approved the Company’s Modern Slavery Statement.
• The Board assessed the Company’s ethics programme, including KPI tracking and
third-party compliance, to confirm alignment with governance standards.
• The Board received updates on the Group’s human rights programme and progress
towards EUDR compliance.
• The Board reviewed Croda’s prompt payments statistics in light of UK Payment
Practice Reporting requirements.
• Supplier sustainability scoring indicates that 75% of Croda’s re-assessed
suppliers have achieved a score higher than 54 on the EcoVadis platform.
Ongoing monitoring ensures our suppliers remain aligned with Croda’s
Purpose, values and Supplier Code of Conduct.
• Reaffirmed the Board’s commitment to ethical practices, human rights and
sustainable practices across the supply chain, providing transparency in
our arrangements..
• Demonstrated Croda’s commitment to integrity, transparency, and
responsible business practices, including in relation to suppliers.
• The award of CDP Supplier Engagement Leader rating 2024 serves as
external validation of the Company’s commitment to its suppliers.
• Ensured continued compliance with local laws designed to protect
smaller suppliers, and provided information to business partners.
Our shareholders
Regular engagement with
shareholders is vital to keep
them informed about our
strategy for long-term value
growth and sustainable returns,
while providing opportunities
for feedback
• The Chair holds regular meetings with the Company’s major shareholders.
• Investor meetings and roadshows were held in the UK and globally to discuss
interim and year-end results.
• A corporate governance lunch was held in October to discuss shareholder priorities,
attended by investors representing around a quarter of our share register.
• The Remuneration Committee Chair consulted with our most significant
shareholders as part of our triennial review of the Remuneration Policy.
• 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 provided regular
updates to the Board, including peer and competitor analysis and insight into
broader market sentiment.
• Provided the Chair with direct insight into shareholder views and overall
sentiment.
• Supported meaningful dialogue on areas of concern and improved
understanding of shareholder perspectives.
• Enabled shareholders to meet the Chair, and Chairs of the Audit and
Remuneration Committees. Facilitated discussions on a range of topics,
the Company’s priorities and the Board’s areas of focus.
• Shareholder feedback is incorporated into discussions during the
development of the Remuneration Policy.
• Allowed shareholders to gain firsthand insight into Croda’s operations,
culture and strategic priorities. Provided a forum for all shareholders to
engage with the Board and ask questions. All resolutions at the 2025 AGM
received over 87% support.
• Enabled the Board to assess performance and shareholder sentiment
within the broader market context, incorporating these insights into
strategic discussions and decision-making.
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The Board and culture
The Board is responsible for monitoring and assessing the
culture of the Group and how it is embedded throughout the
organisation. Croda’s culture is customer-driven, underpinned
by our Purpose of Smart science to improve lives
TM
. Culture
and employee sentiment are assessed through a range of
metrics that provide insight into how employees experience
the organisation. Trends in attrition and retention, data from
engagement surveys, feedback from employee engagement
activities, safety data, and reports from ethics and
whistleblowing channels help the Board identify emerging
issues relating to leadership behaviours, workload, inclusion,
and alignment with the Company’s values. Differences across
functions, locations or demographic groups are reviewed to
ensure cultural consistency and to highlight areas requiring
further attention. Ongoing monitoring of personal safety
performance and recordable injuries enabled the early
identification of sites where additional attention might be
needed, thereby allowing local safety culture to be reinforced
to ensure consistent behavioural standards across the Group.
This analysis also enables the Board to assess whether the
culture supports the long-term strategy, attracts and retains
talent, and fosters an environment where our people can
thrive. Key metrics are considered alongside actions taken to
strengthen leadership capability, enhance well-being, and
improve inclusion, providing assurance that the Company
continues to maintain a healthy, values-led culture.
The Board devotes significant time to activities that provide
insight into Croda’s culture and allow it to assess how
effectively it is embedded across the organisation.
Engagement with our people enables the Board to understand
first-hand issues and challenges across the Business. During
the year, Non-Executive Directors undertook site visits to
China, Singapore, Spain, Denmark, the US and the UK, which
incorporated listening groups comprising small, diverse groups
of employees from different functions, job types, ages and
tenure. These forums provide an opportunity for open, informal
discussions. To encourage unconstrained dialogue, local
management do not attend the listening groups. Feedback
and key themes arising from these sessions are discussed at
the next scheduled Board meeting.
In March 2025, an employee listening and insight tool was
introduced, designed to strengthen engagement by capturing
authentic feedback on an ongoing basis. It enables our people
to share their experiences safely and consistently, while
providing leaders with clear, actionable insight into what
matters most to their people. In Singapore, the Customer
Care team identified workload as a key focus area from their
YourVoice feedback. To address this, the team collaborated to
list pain points and propose solutions, resulting in four major
areas of improvement which have eased resource challenges,
boosted productivity, and reinforced Croda’s commitment to
sustainability. The Board receives regular updates on the
insights received, as well as site-specific reports during its visits.
The Group maintains a range of development programmes
for high-potential senior talent, alongside initiatives to foster
inclusion. In 2025, a strategic workforce plan was developed,
establishing a structured approach to attracting, assessing,
managing, and developing talent, and supported by an
enhanced succession planning framework. This framework
prioritises the identification of high-potential employees
and reviews essential roles for business continuity and
strategic delivery.
“A strong, values led culture
remains central to the Board’s
agenda. Through regular
workforce engagement and the
introduction of new insight
tools, the Board has kept close
to how our culture is lived
across the business, ensuring it
continues to support our strategy
and help our people thrive.”
S172 principal decision: Innovation Advisory Council
The Board approved the establishment of an Innovation
Advisory Council to provide strategic insight into emerging
technologies, disruptive science, and process platforms,
ensuring Croda maintains its position as a class-leading,
innovative and differentiated business. The Council will
support the Board by undertaking deep dives into areas
requiring detailed technical and strategic discussion,
challenging existing assumptions and refining Croda’s
innovation model to ensure alignment with evolving
customer needs and market dynamics. The Council will be
chaired by Keith Layden, and will comprise two members
appointed by the Board, alongside Croda’s senior R&D and
Marketing leaders.
In approving this initiative, the Board considered the impact
on stakeholders. For customers, the Council will help
accelerate the development of innovative solutions that
meet changing market demands, improving service and
product differentiation. Employees will benefit from clearer
strategic direction and opportunities to work on meaningful
projects, enhancing engagement and skills development.
Suppliers will gain from closer collaboration on new
technologies, strengthening partnerships and shared growth
opportunities. Shareholders will see long-term value creation
through sustained innovation, supporting revenue growth
and competitive advantage. Communities will benefit
indirectly through Croda’s ability to deliver sustainable and
science-led solutions that address global challenges.
The Board will receive regular updates on the Council’s
work to ensure effective oversight and alignment with
Croda’s Purpose and stakeholder interests.
Relevant stakeholders
• Customers
• Shareholders
• Employees
• Communities
• Suppliers
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S172 Stakeholder engagement continued

Board leadership
The Company is led by a diverse and effective Board which is responsible for the overall
leadership of the Group and for promoting its long-term sustainable success.
As at 31 December 2025, the Board comprised nine Directors: the Chair, the Group Chief
Executive, the Chief Financial Officer, five independent Non-Executive Directors and one
non-independent Non-Executive Director.
The Board provides strategic leadership and direction, ensuring the Company is well positioned
toachieve its long-term objectives. Its size enables constructive debate and challenge on key
aspects of performance and strategic initiatives, while ensuring all Directors’ perspectives are
heard. The Board monitors operational and financial performance against agreed goals and
objectives, oversees risk management through appropriate controls and systems, and ensures
theCompany has the necessary financial resources and skilled personnel to deliver its strategy.
Certain responsibilities are discharged directly by the Board, while others are delegated to
theCommittees, as outlined on the following page. Execution of the strategy and day-to-day
management of the Company’s business are delegated to the Executive Committee and, where
appropriate, to senior leadership teams. The Board retains oversight and holds 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 employees on a regular basis.
Board and Committee meetings and attendance
Membership of the Board and its Committees, and attendance (eligibility) at meetings held in 2025.
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Oversight Committee
Danuta Gray (Chair) 7 (7) 4 (4)
Ian Bull 7 (7)
5 (5) 4 (4) 5 (5)
Roberto Cirillo** 7 (7) 4 (5) 4 (4) 5 (5)
Jacqui Ferguson 7 (7) 5 (5) 4 (4)
5 (5) 4 (4)
Steve Foots 7 (7)
Chris Good 7 (7) 5 (5) 4 (4) 5 (5)
4 (4)
Julie Kim* 4 (4) 1 (4) 1 (3) 1 (3)
Keith Layden 7 (7) 4 (4) 4 (4)
Nawal Ouzren** 7 (7) 4 (5) 4 (4) 5 (5) 4 (4)
Stephen Oxley 5 (5)
John Ramsay 2 (2) 2 (2) 1 (1) 2 (2)
Chair of the
Committee
* Julie Kim was unable to attend Committee meetings in February, April, May and July
due to other commitments as a serving executive.
* * Roberto Cirillo was unable to attend the May Audit Committee meeting due to a
technical issue and Nawal Ouzren was unable to attend this meeting due to illness.
Division of responsibilities – Board
Chair
• Provides overall leadership to the Board and ensures
its effectiveness.
• Sets the agenda and establishes the tone for Board
meetings and discussions.
• Fosters a culture of openness, constructive debate and
challenge at Board meetings.
• Leads the annual performance review of the Board
and its Committees.
Senior Independent Director
• Acts as a sounding board for the Chair and, where
appropriate, serves as an intermediary for the
Non-Executive Directors.
• Available to shareholders who wish to raise any concerns.
• Leads the process for Chair succession.
Non-Executive Directors
• Provide strategic and specialist guidance and effective
governance.
• Support and constructively challenge the Executive Directors.
• Scrutinise management’s performance against agreed goals
and objectives, ensuring that stakeholder perspectives are
appropriately considered.
Group Chief Executive Officer
• Develops and proposes the Group’s strategy to the Board
and is accountable for its implementation.
• Responsible for the overall performance of the Group and
the day to day management of the business, including
oversight of safety and sustainability activities.
• Leads the Executive Committee, ensuring effective
execution of strategic and operational priorities.
Group Chief Financial Officer
• Supports the Group Chief Executive in the development and
execution of the Group’s strategy.
• Responsible for the financial management of the Group,
including the accuracy and completeness of its financial
statements.
• Ensures the Group maintains robust risk management and
internal control systems to support accurate and timely
financial and non-financial reporting.
General Counsel, Company Secretary and
President Sustainability
• Supports the Chair in the efficient and effective operation
ofthe Board and its Committees.
• Collaborates with the Chair to develop meeting agendas and
the annual agenda programme.
• Ensures compliance with Board procedures and provides
guidance on regulatory requirements and corporate
governance matters.
Board leadership
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Independence of Non-Executive Directors
The independence of the Non-Executive Directors is kept
under regular review to ensure continuing independence and
objective judgement. The Chair was considered independent at
the time of her appointment in 2024. Both the Chair as leader of
the Board, and the Group Chief Executive as head of executive
management, have clearly defined roles. Further details on
their respective responsibilities are set out on the table on page
61. With the exception of Keith Layden, the Board considers
that all Non-Executive Directors who served during the year
to be independent in character and judgement, with no
relationships or circumstances likely to affect, or appear
to affect, their judgement. Keith Layden is not considered
independent, having previously served as the Company’s Chief
Technology Officer before retiring and subsequently being
appointed as a Non-Executive Director in May 2017.
On behalf of the Board, the Nomination Committee conducts
an annual assessment of the Non-Executive Directors’
independence, skills, knowledge and experience. The Chair
also holds regular one-to-one meetings with each Non-
Executive Director. Following these discussions, and in
conjunction with the Nomination Committee, it was concluded
that each Non-Executive Director continued to contribute
effectively and remained committed to the role. All current
Directors will stand for election or re-election at the 2026 AGM.
During 2025, the Chair and the Non-Executive Directors met
without the Executive Directors present at the end of most
Board meetings, providing additional opportunity for discussion
on matters relevant to Board operations. The Non-Executive
Directors also met independently without the Chair.
The Senior Independent Director met with the Chair to provide
feedback on her performance, informed by discussions with the
other Non-Executive Directors and members of the Executive
team. The evaluation was highly positive, confirming that the
Chair demonstrated the skills and behaviours expected of an
experienced, inclusive and effective leader.
The Chair also met individually with each Non-Executive and
Executive Director to provide feedback on their performance.
Director induction and training
All newly appointed Directors undertake an induction
programme designed to build their understanding of the
business, its people, processes, and their responsibilities as
Directors. This includes their duties under Section 172(1) of the
Companies Act 2006. Each programme is customised to suit
the individual Director and typically includes site visits across
the Group, briefings from Group functions, and one-to-one
meetings with fellow Board members, senior management,
and the Company’s advisers.
The Board remains committed to the ongoing training and
development of Directors and the Company Secretary.
Professional advisers are regularly invited to provide in-depth
updates. For example, during 2025 external specialists have
shared insights on current geopolitical developments affecting
global businesses including U.S. trade and tariff policies, and
specific challenges in the Asia and China markets. The Company
Secretary also provides regular updates on regulatory and
corporate governance matters to ensure the Board remains
well-informed and compliant.
Governance structure
The Board has four main committees:
Sustainability Oversight Committee
Monitors the execution and implementation of the
Group’s sustainability strategy, ensuring compliance with
relevant regulations and alignment with best practice.
Italso oversees the communication of the Group’s
sustainability activities.
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.
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.
Remuneration Committee
Recommends the Company’s Remuneration Policy and
framework and determines the remuneration packages
for members of senior management.
Board leadership continued
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Board performance review
The Board conducts an annual review of its performance in line
with the UK Corporate Governance Code. This review helps to
drive continuous improvement of the Board’s performance. In
2025, the evaluation was carried out internally using a tailored
online tool provided by Lintstock, supported by Committee
questionnaires and one-to-one discussions between the Chair
and each Director. The Board discussed the outcome and
agreed actions to enhance its effectiveness. The findings
confirmed a strong Board culture characterised by diversity
of thought and perspective as well as a collaborative
approach enabling constructive challenge and informed
debate. Committee Chairs were commended for their diligence
and skilled leadership. Led by Jacqui Ferguson as the Senior
Independent Director, the Non-Executive Directors met without
the Chair to review her performance and concluded that she
continues to provide effective leadership for the Board and
facilitates open, constructive debate.
The review highlighted progress made across several areas in
2025. Reporting to the Board has improved through sharper,
more focused presentation materials, creating additional time
for meaningful discussion, with further enhancements planned
for 2026. There was also an increased emphasis on strategy
during 2025, supported by targeted insights from external
advisers, which strengthened the level and quality of debate on
strategic issues and challenges. Focus on talent and succession
planning increased, with improved reporting on executive
talent, including market mapping. In addition, several actions
advanced the Board’s effectiveness during 2025. These
included completion of a cyber security review and
development of an action plan, the appointment of a new CIO
to strengthen IT and data capabilities, and the implementation
of a sales growth and efficiency transformation programme,
overseen by the CEO.
Board leadership continued
When appointing new Non-Executive Directors, the Board
considers their existing commitments to ensure they can
dedicate sufficient time to the role and to assess whether
any actual or potential conflicts may arise. Any proposed new
appointments are reviewed and approved in advance by the
Board. The Board also reviews each Director’s ability to commit
adequate time to their duties annually, taking into account any
external appointments. This review is conducted ahead of any
recommendation for election or re-election at the AGM,
following recommendation by the Nomination Committee.
Details of the Non-Executive Directors’ professional
commitments are provided in their biographies on pages 51
to 53. The Board is satisfied that these commitments do not
interfere or conflict with, their responsibilities to the Company.
Board support
The Board and each Director have access to the advice and
services of the Company Secretary. Directors may also seek
external independent professional advice at the Company’s
expense, if required.
Employee engagement
Given Croda’s global operations, the Board has determined
that the most effective approach to employee engagement
is to continue to share responsibility across all Non-Executive
Directors and to continue to use the diverse mechanisms
already in place. These include participation in listening groups,
town halls and informal dinners with employees during site
visits, all of which help foster open dialogue and meaningful
connection. The Board is confident that these alternative
methods provide effective engagement with employees,
rather than one of the three methods outlined in the 2024
UK Corporate Governance Code.
Looking ahead, the Board’s key priorities for 2026 will include
further strategy development and ensuring sufficient time is
dedicated to long-term strategic discussions. This will be
supported by continued enhancements to management
information and the use of data-driven reporting to enable
more effective performance monitoring and high quality
debate. Talent and succession planning will remain a priority,
with Executive Committee succession a key area of focus.
Enhancements to talent development programmes and Board
engagement with potential future leaders will also continue
to be developed. As the strategy develops, the Board will
continue to review the skills matrix to ensure that Board
succession planning supports the long-term sustainable
success of the business. The Board will also remain focused
on ensuring that a balanced mix of complementary skills,
experience and styles is maintained. High quality external
contributions to Board debate were highlighted as particularly
valuable in 2025, and ways to bring further specialised
expertise into Board deliberations to enrich discussion and
stimulate debate will be explored.
Conflicts of interest and external appointments
The Board has an established process for reviewing and
monitoring actual and 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. Directors are required to disclose any external
commitments prior to their appointment and on an ongoing
basis. Actual and potential conflicts of interest are recorded
in a register maintained by the Company Secretary, which is
reviewed annually.
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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.
Audit, risk and internal control
Audit, risk and internal control
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 2025 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 2024 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 119), compliance with
relevant accounting standards and other regulatory reporting
requirements, including the 2024 UK Corporate Governance
Code, and the accounting policies and procedures applied
(pages 72 to 77).
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, the 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 74 to 75 of the Audit Committee report.
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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. A framework exists for managing major
capital expenditure projects, including in-flight and post-
investment reviews of the projects provided by the commercial
and project teams at the Finance Committee. Major projects are
also periodically reviewed by the Board and Audit Committee.
Business risk management
As described on page 33, 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 Executive Committee receives quarterly
updates on both current and emerging risks and at least
annually they perform a review of the principal risks. See page
35 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 financial,
operational, reporting and compliance internal controls, 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 74 to 75 for more information.
Audit, risk and internal control continued
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 72 to 77.
• 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 33).
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113.
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Report of the Nomination Committee
Nomination Committee report
“ The Committee’s focus on
succession planning ensures
that the Board has the requisite
skills, knowledge, experience,
and diversity to deliver the
Company’s long-term strategy.”
I am pleased to present the Committee’s report
for the year ended 31 December 2025.
Key responsibilities
• To regularly review the structure, size, and composition
of the Board – including its skills, knowledge,
experience, and diversity – and to make
recommendations for any changes as appropriate.
• To maintain an effective succession plan for the Board
and senior management, taking into account the
Company’s current and future challenges and
opportunities, based on merit and objective criteria while
promoting diversity, inclusion and equal opportunity.
• Where a Board vacancy is identified, to review the
balance of skills, knowledge, experience and diversity
on the Board, and prepare a description of the role and
capabilities required for the role.
• To identify and nominate suitable candidates to fill Board
vacancies, for the approval of the Board.
• To review annually the time required from a Non-
Executive Director and the Chair to fulfil their duties.
Key focus areas in 2025
• Board appointments – reviewed the Board skills and
experience matrix and led the recruitment of a new
Non-Executive Director (NED) to bring healthcare sector
experience and further enhance the financial expertise on the
Audit Committee. The Committee also considered longer-
term succession planning in light of the periods of tenure for
some NEDs coming to an end.
• Succession planning – appointed three new Executive
Committee members, one from within Croda and two
fromoutside.
• Governance – ensured compliance with key governance issues.
• Reviewed and updated the Committee’s terms of reference.
• Details of attendance at meetings during the course of the
year can be found on page 61. Where appropriate, members
of the Executive Committee may attend meetings at the
request of the Committee Chair.
Board changes
The Committee’s focus on succession planning ensures that
the Board has the requisite skills, knowledge, experience, and
diversity to help management deliver the Company’s long-term
strategy. Both executive and non-executive experience is key,
as are both sector-specific and functional skills. In July 2025,
Julie Kim stepped down from the Board after four years’ service
to focus on her executive commitments having been named as
the next Group CEO of Takeda Pharmaceutical. We thank Julie
for her excellent and insightful contribution to Croda and wish
her success in her new role.
In April, Stephen Oxley joined the Board as CFO. Stephen,
a qualified accountant, was the CFO of Johnson Matthey Plc,
the specialty chemicals and sustainable technologies company.
He brings valuable experience in strategy setting and execution,
enhancing business performance, transformation and corporate
transactions, as illustrated by progress on the implementation
of the sales growth and efficiency transformation programme.
Stephen has quickly established a strong working relationship
with the CEO and the Board. I would like to thank Anthony
Fitzpatrick for acting as CFO on an interim basis and helping
to ensure an orderly handover to Stephen when he joined.
Board appointments
Executive succession planning
Governance
60%
30%
10%
The Committee is responsible for succession planning and for recommending candidates for appointment to the Board. It reviews
the balance of skills, knowledge, experience and diversity on the Board and ensures that the structure, size, and composition of the
Board and its Committees remain appropriate. The Committee also monitors Director independence and tenure.
Time allocation
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Nomination Committee report continued
In April, Thomas Riermeier joined the Executive Committee as President Life Sciences. Thomas
has extensive global leadership experience in the pharmaceutical and chemical industries, having
served in many leadership positions with Evonik, including Senior Vice President and General
Manager of Evonik’s Health Care business. He has also made an immediate impact, particularly
through his review of the Pharma strategy to ensure value creation in both the short and longer
term. In July, Thiru Selvan was appointed as President Supply Chain Operations, having been
successful in a similar role in Croda Asia, and became the first leader from Asia to join the
Executive Committee reflecting the growing strategic importance of the region to the Group.
Thiruis an accomplished operations leader and brings a wealth of experience in building agile,
customer-centric supply networks.
The Committee reviewed the Board’s skills and experience matrix and discussed longer-term
succession planning in light of the periods of tenure for some NEDs coming to an end. Some
of the areas identified were the need for additional recent and relevant financial experience
to strengthen the Audit Committee’s composition, as well as experience in the pharmaceutical
industry given Julie Kim’s retirement from the Board. The Committee led the recruitment process
for a new Non-Executive Director to address these requirements. Russell Reynolds, a signatory
to the voluntary code of conduct for executive search firms and with no other connection to the
Company or any individual Director, was engaged to support the search. A longlist of potential
candidates was reviewed by the Committee, and following evaluation, a shortlist was agreed.
Further interviews were conducted, and the Committee recommended the appointment of
Jill Anderson who joined the Board on 12 January 2026. Jill brings recent executive healthcare
sector experience and as a seasoned finance leader further enhances the financial expertise on
the Audit Committee. Most recently she served as CFO of GSK R&D, overseeing finance for one
of the largest global pharma R&D operations. Prior to that she was CFO of ViiV Healthcare, where
her responsibilities spanned finance, supply chain and business development. Jill’s appointment
brings greater diversity to the Board in terms of gender and ensures we meet our commitment
to the FTSE Women Leaders Review target for a minimum of 40% women representation on
the Board.
The Committee’s focus on succession planning extended to senior management through a
specific workstream on talent management to ensure that the right leadership team is in place
to deliver the Company’s long-term strategy. This included an assessment of internal talent,
both on a ready now and longer-term basis, and better visibility externally to identify potential
future leaders in the industry. As part of this workstream, the Board held informal sessions with
employees beyond the Executive Committee, including a group of high-potential employees
in Asia. It was impressed with the talent of Croda’s new generation of future leaders in this
strategically important geography.
Diversity and inclusion
Diversity and inclusion remain key priorities for both the Board and the Group. We believe that
a broad range of perspectives – at every level of the organisation and within the Board – drives
business success. We seek to appoint talented Board members with the right balance of skills,
experience, and market knowledge to ensure the Board operates effectively. Our Board Diversity
and Inclusion Policy (DIP) sets the tone from the top and underscores our commitment to
fostering an inclusive culture. The DIP, 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 Review and the Parker Review. In
considering Board appointments, the Committee makes recommendations with due regard to
the DIP. Great Minds Think Differently is a new initiative that reinforces Croda’s commitment to
an environment where every perspective is valued and every voice is heard. It aims to embed
diversity, equity and inclusion into the fabric of the business while continuing to promote a culture
that celebrates our differences.
Details of gender and ethnic representation as prescribed by UK Listing Rule 6.6.6R (10) are
set out in the table below. Our chosen reference date is 31 December 2025 and, as at that date,
the Company had met two of the Board diversity targets, of having at least one ethnic minority
Director and having a woman in at least one senior Board role. The unmet target was the
requirement that at least 40% of the Board members be women. Following Julie Kim’s
retirement in July, female representation of Board members fell to 33% and remained as such
at 31 December 2025. However, there has been a change since the reference date following
the appointment of Jill Anderson on 12 January 2026, when female representation on the Board
increased to 40%, thereby meeting the UK Listing Rule requirement.
As recommended by the Parker Review, during the year a target was set that by 31 December
2027, 10% of Croda’s senior management roles will be filled by employees who identify as being
from a minority ethnic group.
Gender identity/sex of members of the Board and Executive Committee
as at 31 December 2025
Number of
Board
members
Percentage of
the Board
Number of senior
Board positions*
Number in
executive
management
Percentage of
executive
management
Men 6 67% 2 6 75%
Women 3 33%
Δ
2 2 25%
Not specified/
prefer not to say
* CEO, CFO, SID, Chair
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Nomination Committee report continued
As at 31 December 2025, the gender balance of the Executive Committee and their direct reports
stood at 36% female. Beyond the Board we aspire to have gender balance across all levels of the
Group. Leadership roles held by women is now 42%
Δ
(2024: 41%). Across all Group employees,
women in the workforce is 40%
Δ
and 60% men.
Numerical diversity data, in the format required, is outlined in the table above as at 31 December
2025. 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 participate in a comprehensive induction programme upon joining the Board. This
programme is tailored through discussion with the Chair and the Company Secretary, taking into
account each Director’s existing expertise and any Committee responsibilities. It is designed to
ensure that every Director is equipped to contribute effectively to Board discussions and decision-
making from the outset. New Directors are provided with access to electronic Board papers,
offering easy and secure access to key documents. During the year, an individual induction
programme was developed for Stephen Oxley, which included site visits to key operations
and meetings with senior leaders across the business.
Ethnic background of members of the Board and Executive Committee
as at 31 December 2025
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 89% 4 7 88%
Mixed/multiple
Ethnic Groups 1 11%
Asian/Asian British 1 12%
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
and Keith Layden were considered by the Committee. The appointments of Roberto, Jacqui and
Keith were extended for another year, 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 performance review
In line with the 2024 Code requirements, during the year an internal performance review 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. Further
information on the Board performance review process is on page 63.
I would like to thank my fellow Committee members for their continued commitment and support
throughout the year.
Danuta Gray
Chair
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General – skills/experience required from the
majority of FTSE 100 Boards
Strategy 
Governance and Risk 
Remuneration 
Finance/accounting 
Croda – skills/experience required from the majority
of global specialty chemical company Boards
SHEQ 
Operations 
Sustainability 
International and Emerging Markets 
Emerging markets (‘in-country’ living
and working experience)

Experience as a CEO 
M&A 
Croda – skills/experience required from
Croda’s Board
Consumer Care (Personal Care and F&F) 
Pharma 
Crop/Agriculture 
Marketing 
Digital 
Innovation 
Technical (including Biotech) 
Entrepreneurial 
3 years
6 years
9 years
Board composition dashboard information
Non-Executive Directors’ tenure as at 31 December 2025
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
2025 20302026 20312027 20322028 20332029
Nomination Committee report continued
Nawal Ouzren
Chris Good
Chris Good
Roberto Cirillo
Ian Bull
Danuta Gray
Jacqui Ferguson
Keith Layden
Nawal Ouzren
Nawal Ouzren
Ian Bull
Danuta Gray
Chris Good
Danuta Gray
Ian Bull
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“ Sustainability remains central
to Croda’s strategy and in 2025
a key focus for the Committee
was the Group’s refreshed
sustainability strategy and
ensuring it is fully embedded
within the Group’s overall
corporate strategy.”
Report of the Sustainability Oversight Committee
I am pleased to present the report of the
Sustainability Oversight Committee for the year
ended 31 December 2025.
The Committee met four times during the year and received
presentations on a broad range of topics, including the refreshed
corporate sustainability strategy, the Agriculture and Consumer
Care sustainability strategies; regular progress updates against
the Group’s sustainability targets; proposed ESG metrics for
Group incentive schemes; stakeholder engagement including
investor expectations and employee engagement initiatives to
reinforce cultural alignment; and external and market trends
relating to sustainability.
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 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 strategic role is complemented by the
Audit and Risk Committee, which oversees assurance of
Croda’s sustainability commitments, and the Remuneration
Committee, which monitors and approves sustainability
linked performance metrics and ensures senior executives’
objectives align with Group sustainability goals. Cross
Committee representation and collaboration provide
strong connectivity across all the Board Committees,
ensuring alignment and consistency.
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.
The Committee supports the Board through oversight of the Group’s long-term sustainability strategy, monitoring the Group’s material impacts, risks
and opportunities, reviewing developments and emerging best practice for all stakeholders, and building Board competence in sustainability.
45%
25%
10%
20%
Sustainabilty Strategy
Reporting disclosure and
assurance
Governance
Competency building
Stakeholder engagement
Sustainability Oversight Committee report
Time allocation
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Main activities and priorities in 2025
A key focus for the Committee was the refreshed sustainability
strategy. The Committee worked with the executive team to
define priorities for the business and ensure that the
sustainability strategy is fully embedded within the Group’s
overall corporate strategy. This included a two-day strategic
review by the executive team held at the Cambridge Institute
for Sustainability Leadership and attended by myself as Chair
and other fellow members of the Committee. The Committee
reviewed and challenged the refreshed sustainability strategy,
which was subsequently approved by the Board, with Croda’s
continued ambition to be Net Zero by 2050 framing the
corporate approach in the coming years. Within the refreshed
and simplified strategy, the Committee examined the
commitments to deliver on updated short-term Science
BasedTargets by 2030, still aligned with a 1.5
o
C trajectory,
andensuring at least 75% of raw materials are sourced from
renewable carbon. Recognising Croda’s impact on nature,
theCommittee assessed the refreshed strategy commitment
toremoving deforestation risk in key bio-based supply chains
by 2030 and delivery of the objective to halve the water use
impact of our operations in water-stressed regions by 2030.
The focus of the refreshed sustainability strategy is on a smaller
number of priorities which our customers value most, and
where we can have the biggest impact. See page 19 for further
information on Croda’s sustainability targets.
Progress against existing Group sustainability targets and
metrics continued to be monitored, including consideration
ofthe implications for stakeholders. The Committee received
detailed presentations from the business on the Agriculture and
Consumer Care sustainability strategies which emphasised the
importance of aligning Croda’s business value proposition with
market sustainability goals. Updates were presented on future
regulatory requirements, including the Corporate Sustainability
Reporting Directive, as well as initiatives to strengthen employee
engagement and cultural alignment through enhanced
communications and recognition programmes. TheChair of the
Croda Foundation presented to the November meeting and the
Committee reaffirmed Croda’s ongoing commitment to support
the Foundation and its aim of improving more lives sustainably.
This continued partnership reinforces Croda’s position as a
global leader in social impact and philanthropy.
Specific focus areas in 2026
Looking ahead to 2026, the Committee will concentrate on
deepening oversight of sustainability strategy execution across
Consumer Care, Agriculture, and Pharma, and ensure continued
alignment with the Group’s long-term objectives. It will also
continue to build knowledge and capability through targeted
deep-dives on significant topics such as water stewardship,
netzero commitments, and transition planning. A key priority
will be reviewing and assessing engagement of key stakeholders,
including employees, suppliers, investors and regulators and
NGOs, in Croda’s sustainability agenda.
Committee performance review
In 2025, the Committee undertook a review of its role to ensure
continued relevance and effectiveness. This process included
individual interviews, conducted by an independent expert,
withBoard members to gather perspectives on priorities and
strategic focus. The review confirmed broad recognition of the
Committee’s value, with consensus that its remit should remain
forward-looking, providing challenge and input on medium to
long-term progress rather than short-term execution. Key
themes emerging from the review included assessing the value
impact of sustainability within the corporate strategy, continuing
to receive updates on global sustainability trends and their
implications for the industry, and reviewing the Group’s long-term
strategy, including transition plans, the impact of AI, and building
resilience. The Committee will also maintain its role in monitoring
the Group’s response to identified material impacts, risks and
opportunities, as well as testing andreviewing the sustainability
elements of both Group andbusiness strategies to ensure
alignment with stakeholder expectations and future regulatory
requirements.
I look forward to continuing to lead the Committee and
itsevolving role within Croda’s sustainability governance
framework in 2026 and beyond.
Chris Good
Non-Executive Director
Sustainability Oversight Committee report continued
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“ The focus this year remained on
the oversight of Croda’s internal
controls and risk management
framework in the context of
the updated UK Corporate
Governance Code, maintaining
and improving the integrity
of financial and non-financial
reporting, cyber security, and
overseeing the management
of the Company’s principal
and emerging risks.”
Report of the Audit Committee
Audit Committee report
On behalf of the Audit Committee, I am pleased
to present the Committee’s report for the year
ended 31 December 2025. This report provides
an overview of the Committee’s main activities
during 2025.
Key responsibilities
• Monitor the integrity of the Group’s financial statements
and results announcements, including the review of
significant financial reporting issues and key judgements.
• Oversee the external audit process, including
recommending the appointment of the external auditor,
assessing audit quality and independence, approving the
audit fee, monitoring non-audit services and responsibility
for audit tendering.
• Review the adequacy and effectiveness of the Group’s
internal controls and risk management systems, as
well as performance, scope, and output of the internal
audit function.
• Review the Group’s whistleblowing arrangements,
procedures for detecting fraud, and systems and
controls for the prevention of bribery and corruption.
• Provide oversight and assurance on the Group’s
sustainability disclosures, ensuring transparency
and alignment with relevant reporting standards.
The Committee supports the Board by ensuring that financial integrity, risk frameworks and internal controls
and assurance processes are robust.
In light of the updated Corporate Governance Code, oversight
of the Group’s internal controls framework remained a key
priority throughout the year. Key activities included strengthening
documentation and testing material controls across financial,
operational, compliance, and reporting areas.
While the business maintained its focus on Croda’s sales growth
and efficiency transformation programme, the Committee’s
continued attention has been on maintaining the integrity
of Croda’s financial and non-financial reporting, ensuring the
adequacy of internal controls, and overseeing the management
of the Company’s principal and emerging risks. This included
monitoring the Group’s approach to risk appetite and mitigation,
while remaining responsive to the evolving needs of the business.
In April, Stephen Oxley joined Croda as CFO. Stephen, a
qualified accountant, brings extensive experience in developing
and executing strategies that drive business performance and
support efficiency transformation. As Committee Chair, I have
worked closely with Stephen from the outset to support the
transition and ensure continuity in financial governance
and oversight.
Recognising the growing threat landscape of cyber security, and
as one of the Group’s principal risks, the Committee maintained
a strong focus in this area. Activities included reviewing the
Group’s cyber risk framework, monitoring resilience testing
outcomes, and engaging with external experts to develop both
tactical and strategic potential responses. These measures aim
to ensure robust governance and compliance measures are in
place to address the evolving threat landscape.
This report aims to provide the disclosures set out in the FRC’s
Audit Committees and the External Audit: Minimum Standard.
In particular, it explains how the Committee has had oversight
of, and assessed, the relationship with the external auditor and
the effectiveness and quality of the external audit process, and
the approach to managing non-audit services (see page 76).
The Committee believes it complied with the provisions of the
Minimum Standard during the year.
25%
25%
15%
10%
25%
Financial reporting
Internal audit and
risk management
Specific focus areas for 2025
Governance
External audit
Time allocation
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Audit Committee report continued
Committee membership
Julie Kim stepped down as a member of the Audit Committee
following her retirement from the Board in July 2025 and
I would like to thank Julie for her support to the Committee.
There were no other changes to the Committee’s composition
during the year. 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 appointment in January 2026 of Jill Anderson
to the Board and Audit Committee further enhances the
financial expertise of the Committee. The experience of each
Board member is outlined on pages 51 to 53. Other regular
attendees at meetings include the Chair of the Board, Keith
Layden (a Non-Executive Director), the CEO, the CFO, the
Group General Counsel and Company Secretary, the VP Risk
and Assurance, the Group Financial Controller and representatives
from the external auditor, KPMG LLP, and the internal audit
co-sourcing partner, PwC. The Group General Counsel and
Company Secretary acts as Secretary to the Committee.
The Committee met five times during the year as planned
with members of senior management present as and when
appropriate. The Committee maintains a rolling calendar of
items for consideration at each meeting and reviews and
updates it regularly. The Committee met with the external
auditor and the VP Risk and Assurance separately during the
year without management present. As the Committee Chair,
as a matter of normal course, I also met with KPMG and the VP
Risk and Assurance privately and held regular private sessions
with the CFO, senior members of the Finance team as well as
the Chief Information Officer. This ensures that open and
informal lines of communication exist should they wish to
raise any concerns outside formal meetings.
To accurately reflect the Committee’s responsibilities for risk
management, the Committee was renamed the Audit and Risk
Committee, effective 1 January 2026.
Committee activity in 2025
The Committee agendas are developed in alignment with the
Board agendas to ensure that all significant areas of risk are
covered and to enable it to provide timely input to Board
deliberations. The Committee’s core activities, as well as the
additional focus areas, are:
Financial reporting
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.
• Assessed the impairment testing reviews of goodwill balances
on the Group’s balance sheet and supported management’s
conclusion that there was no indication of possible material
impairment either at a Group, Operating Segment or CGU
level. Challenged management’s asset impairment indicators
assessment and was satisfied with the outcome that included
decisions to impair some specific assets which included the
lipids scale up facility at Lamar in the USA, various assets
under construction and a leased warehouse in the UK.
The Committee also considered the recognition of an
onerous contract provision relating to the obligations to the
US Government at the Lamar site, ensuring the financial
reporting remained accurate and aligned with performance.
• 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.
• 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 approved revisions
to the ROIC definition and introduced a new APM for Free
Cash Flow to sales to better reflect the future direction and
consistency with the Remuneration Committee’s determination
of senior management’s remuneration. With the exception of
these changes, 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 134.
• 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 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, including reverse stress testing and
headroom. A recommendation was made to the Board to
support the long-term viability statement. Further information
can be found on page 40.
• Undertook regular reviews of the Group’s litigation. The
Committee receives reports twice a year from the Group
General Counsel and Company Secretary and was satisfied
with the approach to provisioning and disclosure.
• Received a presentation from the Group Treasurer which
enhanced the Committee’s understanding of current risks
inrelation to treasury matters and provided a better
understanding of the depth of finance capability employed
inthe Group as well as providing different perspectives
andinsights.
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• 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.
• Received a presentation from the Group Tax Director on a
transfer pricing strategy refresh exercise to ensure internal
transfer prices remain compliant with the arm’s length
principles, are aligned with the Group’s strategy, and comply
with international regulations.
• Considered the quality of earnings and reviewed the costs
reported as exceptional items. Challenged management on
the costs to deliver the multi-year growth and business
transformation programme, to ensure these costs were
one-off in nature, were directly attributable to the
programme, and therefore met the criteria to be reported
as exceptional. The Committee was satisfied that the
exceptional items’ classification and the disclosures
were appropriate.
• Reviewed a letter from the FRC following its thematic review
of the Company’s pension accounting surplus disclosures in
the 2024 Annual Reports, as well as a separate review of
reporting against certain principles and provisions on the
2018 UK Corporate Governance Code. These reviews formed
part of the FRC’s routine monitoring of corporate reporting.
The FRC confirmed that it had no questions or queries it
wished to raise with the Company. The FRC’s role is to
consider compliance with reporting standards and not to
verify the information provided. The FRC review is limited to
the 2024 Annual Report and it does not benefit from detailed
knowledge of our business or an understanding of the
underlying transactions entered into. Accordingly the review
and comments received from the FRC provide no assurance
that the Annual Report is correct in all material respects.
Governance
The Committee:
• Reviewed the effectiveness of the Group’s anti-bribery, fraud,
and whistleblowing procedures. The Committee received
reports on independent investigations into concerns raised
under these policies and was satisfied with the conclusions
and follow-up actions. Remedial measures taken included
disciplinary action, and in one case dismissal, and operational
External audit
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 144.
• 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 page 76.
• Considered the effectiveness of the external audit process,
including an in-depth review of a range of indicators to judge
the overall audit quality, including AQR ratings, as described
in the auditor effectiveness considerations on page 76. The
Committee concluded that the audit was effective (see page
76) and a recommendation was made to the Board on the
re-appointment of KPMG as auditor at the AGM.
Internal audit and risk management
The Committee:
• Reviewed the internal audit planning approach, ensuring
alignment with the Company’s strategic objectives and
priorities. The Committee received regular reports from the
VP Risk and Assurance and monitored compliance with the
Group’s risk assurance programme. The internal audit plan
was approved, along with management’s implementation
ofresulting actions.
improvements such as updates to policies, procedures, and
training to address identified weaknesses. 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
continued to be effective in light of the new corporate
offence of failure to prevent fraud contained within the
Economic Crime and Corporate Transparency Act 2023.
• Undertook a performance review of the Committee’s
effectiveness. Information on the performance review
process can be found on page 76. The results of the review
concluded that the Committee continued to be effective.
• Reviewed and approved changes to the Committee’s terms
of reference. These are available at www.croda.com.
• 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
2024 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 consider management’s plans to respond to the
requirements of Provision 29 of the Corporate Governance
Code 2024, which requires the Board to provide a declaration
on the effectiveness of material controls. In 2025 following
the review of the financial controls framework and the
implementation of the risk and controls matrix, an
assessment was undertaken of the design and operational
effectiveness of the Group’s key financial controls.
Throughout the year, developments concerning the definition
of material controls over principal risks, consolidation and
financial reporting, and non-financial reporting were
reviewed and discussed by the Committee.
Audit Committee report continued
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• Discussed the outcomes of the 2025 controls assurance
internal audits delivered by the co-source partner, PwC.
The Committee assessed the adequacy of management’s
responses and challenged management to ensure
timely resolution of outstanding findings, despite
resource constraints.
• Conducted its annual review of the effectiveness of
the internal audit function, including audit planning, risk
assessment, communication with the business and the
Committee, and coordination with the external auditor.
Feedback from senior management at audited sites was
gathered via questionnaires to support this review.
TheCommittee concluded that the internal audit team,
supported by PwC, was effective and agreed to retain
PwCas co-source partner.
• Received updates on the anticipated implementation
ofCSRD regulations implementation and reviewed
management’s plans for compliance including the
“noregret”actions progressed during the year.
• Continued to receive updates on IT security from the Chief
Information Officer particularly in relation to the Operations
Technology control environment. The Committee also
received quarterly updates, including progress against
agreed KPIs. It reviewed the findings of third-party audits
andconsidered the Group’s tactical and strategic response.
An externally facilitated crisis simulation exercise was held
to enhance the preparedness of the business and from which
the lessons learnt were developed into follow-up risk
basedactions.
• Assisted the Board in its assessment of the Group’s emerging
and principal risks. The Committee reviewed and approved
the 2026 internal audit plan and scope of the peer reviews.
• Met with the internal auditors without management present.
No significant issues were identified.
Specific focus areas for 2025
Cyber security remained a priority and a key focus was on the
tactical and strategic responses to the findings of third-party
audits. The CFO initiated a project to oversee enhancement of
the cyber security programme, which included key initiatives
such as an internal communication campaign to increase
cyber awareness and the enhancement of an advanced cyber
security plan. Regular updates were provided by the Chief
Information Officer, and PwC’s information security partner
attended a session to brief the Committee on internal audit
outcomes and associated risks.
The Committee maintained its focus on monitoring the impact
of major business change programmes on the risk and control
environment. This included oversight of the establishment of
atransformation office to strengthen governance and provide
enhanced oversight, The transformation office also supports
the early identification of potential risks and informs the
prioritisation of internal audit activities.
The Committee received regular updates regarding
progress inaddressing any gaps related to Provision 29 of
the new Corporate Governance Code. Throughout the year,
developments concerning the definition of material controls
over principal risks, consolidation and financial reporting, and
non-financial reporting were discussed. The Committee
continued its oversight of the development of internal controls
over the production and disclosure of non-financial information
and the provision of external assurance. The Committee
reviewed and approved the 2025 assurance plan for
non-financial KPIs and examined the list of KPIs subject
tolimited assurance for the full year 2025.
Looking ahead to 2026, the Committee identified several key
areas of focus in addition to its core responsibilities. It will
continue to drive the strengthening of internal control
processes, with particular emphasis on cyber controls, general
IT controls, and compliance measures. Supporting the Group’s
growth and efficiency transformation programme will remain a
priority alongside ongoing oversight of the IT strategy to
optimise organisational design, enhance data quality, and
reinforce cyber resilience measures. The Committee is
committed to applying the same rigour to non-financial KPIs
as to financial metrics to ensure robust reporting, supported
by second and third line, including external assurance
where appropriate.
Internal audit and risk management
Throughout the year, I held several discussions with the VP
Riskand Assurance outside of formal meetings to review the
performance and output of the internal audit function, as well
as aspects of the Group’s risk management. The VP Risk and
Assurance attended each Committee meeting and presented
an internal audit report, which was reviewed and discussed in
detail. These reports highlighted any significant deviations from
the annual audit plan agreed with the Committee.
At each meeting, the Committee considered the findings of
completed audits and assessed the adequacy of management’s
responses, including the timeliness of issue resolution. Particular
attention was given to areas where there was material divergence
between audit outcomes and expected control standards. In such
cases, the Committee challenged management on the actions
being taken to prevent future recurrences.
In January 2026, the Committee undertook its annual review
ofthe internal audit function. This included an evaluation of its
audit planning and risk assessment approach, communication
with both the Business and the Committee, and its relationship
with the external auditor. Feedback from senior management
atsites was gathered via questionnaires to support this review.
Inconclusion, the Committee confirmed its support for the
approach, acknowledged the rigour and performance
demonstrated, and recommended continuing with the
co-sourced model. Further details on the Group’s monitoring of
risk and implementation of its risk management framework are
provided on pages 33 to 34.
Audit Committee report continued
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Committee performance review
As part of the annual Board performance review process (see
page 63), the Committee’s performance was assessed, and the
findings were reviewed and considered by the Committee. The
Committee’s management, including its composition, meeting
effectiveness and quality of information, was rated highly.
Looking ahead, key focus areas were identified for the coming
year, including strengthening assurance over non-financial
information, enhancing financial oversight and forecasting
processes, and maintaining robust risk management practices.
Cyber security will remain a priority, reflecting its critical role in
the Group’s resilience and control environment.
The Committee also set multi-year objectives aimed at
supporting long-term stability, including improvements to
business continuity planning and ensuring the Finance function
remains well-resourced and fit for purpose. In reviewing its
workplan, the Committee sought to maintain an appropriate
balance between governance responsibilities and addressing
key business risks, while allowing flexibility for thematic deep
dives and emerging issues. The Committee remains committed
to supporting the Board in safeguarding the integrity
ofreporting, risk management and operational resilience
acrossthe Group.
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 reviewed the year-on-year scores to
understand trends and highlight areas of improvement.
independence, lead partner engagement and the technical
expertise of the audit team continued to be assessed positively.
The senior audit team had provided robust challenge,
responded proactively to complex issues and had been
constructive in providing feedback on disclosures and technical
issues. Regional close-out meetings had been succinct and
clear, resulting in limited follow-on requests.
The Committee recognised the importance of continuing to
explore opportunities for increased automation within the audit
process to support productivity benefits. The importance of
maintaining a pragmatic approach to the audit, with an
appropriate balance of materiality and in-depth assurance was
noted. Quality interventions, including the use of specialists,
audit consultations, a technical review, a second line in-flight
review and, finally, an independent audit partner review had
contributed to the overall audit quality and had helped ensure
independent challenge.
The Committee also reviewed the results of the Lead Audit
Partner’s internal Quality Performance review.
External auditor’s independence
The Committee and the Board place strong emphasis on the
objectivity of the Group’s external auditor, KPMG, in reporting to
shareholders. The Group’s policy on the provision of non-audit
services by external auditors, available on our website www.
croda.com, clearly outlines the services that are permitted and
prohibited. It also sets out the controls in place for awarding
non-audit assignments to the external auditor, ensuring that
audit independence is maintained and that the provision of
such services does not compromise the auditor’s objectivity.
In 2025, non-audit fees were £0.2m, significantly less than the
total audit fees of £2.9m; the non-audit to audit fees ratio stands
at 0.1:1. The non-audit fees include the approved fees for
carrying out ESG/sustainability assurance services.
The Committee conducted its annual review of the Group’s
policies relating to external audit, including the policy governing
the employment of current and former employees of the Group’s
auditor. No amendments were deemed necessary. The
Committee also reviewed and accepted KPMG’s independence
letter, which confirms their compliance with theFRC‘s ethical
standard. In conclusion, the Committee concluded that KPMG
remained 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. 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 and will continue as signing partner
for the 2025 year, at which point Lourens De Villiers will take
over as Lead Audit Partner. We plan to complete an audit
re-tender process ahead of the 2028 year-end.
External auditor’s 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
Audit Committee report continued
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Audit Committee report continued
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.
Goodwill impairment: Goodwill represents a significant
asset value on the balance sheet of £918.4m out of total
netassets of £2,202.1m at 31 December 2025. The Committee
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
impairment to goodwill was necessary.
Asset impairment: Management identified several areas of
asset impairment during the year where decisions made in
the year have resulted in the requirement for impairment.
The Committee considered the impairments identified by
management and the processes performed to ensure the
assessment was complete and appropriate. The Committee
considered the determination of the impairment value and
reviewed the events and conditions resulting in the
conclusion that impairment was required, alongside the
disclosures made. Following detailed consideration, the
Committee was satisfied that the impairments recorded
were appropriate and complete.
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 99%
ofthe Parent Company’s total assets (2024: 98%).
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.
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“This year’s Policy review has
enabled us to strengthen focus
on performance, returns and
sustainable growth.”
Contents
A Chair’s letter 79
B 2025 Remuneration at a glance 82
C Summary of Remuneration Policy and
implementation for the year ending
31 December 2026
84
D Directors’ remuneration report for the year
ended 31 December 2025
87
E Remuneration Policy for shareholder approval 102
Report of the Remuneration Committee
On behalf of the Board and the Remuneration
Committee, I am pleased to present the Directors’
Remuneration Report for the year ended
31 December 2025.
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 www.croda.com/en-gb/
about-us/governance.
Key focus areas
• Review of the Remuneration Policy’s alignment to
the Company’s strategy and comprehensive
consultation process.
• Determine the outcome for the 2025 senior annual
Bonus Plan.
• Determine the outcome for the 2023 Performance Share
Plan (PSP).
• Setting appropriate targets for the senior annual Bonus
Plan and Performance Share Plan for 2026.
• Determine the salary approach for 2026 including the
Executive Directors’ and Executive Committee guided
by the salary increase budget set for the workforce.
Time allocation
15%
60%
10%
5%
10%
Remuneration outcomes
Policy implementation and
target setting
External reporting
Governance
Review of wider workforce
remuneration
Remuneration Committee report
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.
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Chair’s letter
2025 was a year of transition and transformation at Croda,
with the launch of our growth and efficiency transformation
programme to strengthen performance, returns and sustainable
growth. Despite a challenging external environment, we were
encouraged by the early progress seen in 2025. It is in this
context that the Committee considered remuneration decisions
in the year.
Remuneration Policy Review
Our Directors’ Remuneration Policy (Policy) is subject to
shareholder approval at the 2026 Annual General Meeting
(AGM) in line with the normal three-year cycle in the UK.
The Committee undertook a thorough review of the Policy and
its implementation. This gave us the opportunity to engage with
shareholders and ensure alignment to Croda’s strategy and
ambition going forward. We are grateful to shareholders who
gave their time as part of the consultation, with their feedback
a key input in finalising our proposals.
In addition to strategic alignment, we were mindful of governance
expectations, shareholder sentiment, and the wider workforce
dynamics. This included discussion of the evolving executive
remuneration environment in the UK.
Our approach however was grounded in ensuring the Policy
continues to enable the Group’s strategic objectives given the
current challenges facing the business. We are not proposing
any material changes to the overall structure or quantum of the
current Policy. We believe that the current structure, being an
annual bonus and long-term performance share plan (PSP), is
the appropriate incentive vehicle to incentivise management.
The Committee’s discussions focused on the performance
framework and its alignment with the Group’s growth strategy
and the interests of our stakeholders. As a result of the review,
in the PSP, we have introduced a new ROIC measure, and
modestly rebalanced other measures within the long-term
framework. In the annual bonus, we have replaced Bonusable
Profit with Adjusted Operating Profit and introduced a customer
measure as a key differentiator in our strategy. TSR and EPS,
alongside Innovation and Sustainability, are retained in the
performance framework. As a Committee, our view is that
this evolution of our performance measures framework
supports strategy and performance. More context for our
approach is provided below.
Performance framework for 2026
To support our strategy, we focused on growth, maximising
returns, and customer experience, whilst also maintaining
innovation and sustainability as key features of our
performance framework.
• Focus on growth and maximising returns – alongside existing
financial measures we are introducing ROIC into the PSP. This
will support a focus on improved returns and ensuring recent
investments are contributing fully to accelerating future
growth, as well as aligning with the shareholder experience.
ROIC will be defined in line with our APMs (see page 197).
• Improving customer experience – our priority is to deepen
our customer relationships through best-in-class service and
playing to our strengths in product quality and trust.
Therefore, for 2026, we have introduced a customer
measure into the bonus (weighted at 10%). This will include
Customer NPS and an ingredient transparency measure,
focused on sustainability, which looks to address a critical
customer demand around reliable and timely technical
product information.
• Innovation – Croda has always had a strong and clear focus
on innovation. Innovating sustainably remains central to
Croda’s differentiation and long-term success. We are
therefore retaining NPP as a measure within the PSP.
NPP being a metric which focuses on revenue from those
products that are driven by innovation and will underpin
our future growth.
• Sustainability – we are committed to being the most sustainable
supplier of innovative ingredients and becoming Climate,
Nature and People Positive by 2030. We are therefore
retaining sustainability targets within the PSP. We have
diversified the specific metrics included to focus on those
areas where we can drive a deeper impact. Our refreshed
sustainability strategy is more focused, prioritising areas that
customers value most and where we can have the greatest
impact, and our measures align to this refreshed strategy.
For 2026, therefore, the senior annual Bonus Plan will be based
on adjusted operating profit (in constant currency) (90% of the
total award) and customer metrics (10% of the total award).
Adjusted operating profit will replace Bonusable Profit
providing greater external transparency, internal relevance and
strategic alignment. Safety will also continue to be a specific
underpin in our senior annual Bonus Plan.
To allow for the new ROIC measure (25% weighting) we have
modestly rebalanced the other measures within the PSP.
In the context of our transformation plan, we have increased
the proportion linked to financial performance.
Previous approach New approach
EPS (35%) EPS (25%)
Relative TSR (35%) Relative TSR (25%)
NPP (15%) ROIC (25%) NEW
Sustainability (15%) NPP (12.5%)
Sustainability (12.5%)
ROIC underpin
The Committee very carefully considered the approach to
target-setting for the above performance measures taking
into account the Group’s growth and transformation aspirations,
mindful of shareholder expectations in this area. Last year,
we increased our EPS targets to reflect the lower base year.
This year, when considering targets, the Committee has looked
to balance setting sufficiently stretching targets with ensuring
they remain incentivising to management and broader
talent considerations.
Performance is always considered holistically; each year the
Committee also applies a Discretion Framework to satisfy
itself that the outcome in terms of primary performance
metrics has not been to the detriment of other measures
of corporate performance.
Remuneration Committee report continued
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Response to shareholder consultation
Following our review of the Policy, we wrote to our largest
shareholders in September 2025. In total, we contacted over
two-thirds of Croda’s issued share capital as well as the
Investment Association, ISS and Glass Lewis.
Whilst not proposing any material change to the overall structure
or quantum of the Policy, we were keen to engage on our
performance framework and the alignment of our incentives
with our strategy and stakeholder interests.
Of those shareholders we wrote to, we held meetings with over
a third and received written feedback from a further third.
One of the original proposals we consulted on, in line with
emerging market practice, was that where an Executive
Director had met their share ownership guideline, they would
not be required to defer a proportion of their bonus. Some
shareholders were supportive of this provided alignment
with shareholder interests was maintained. Others expressed
concerns and were more in favour of a reduction in deferral
rather than full removal. Reflecting on this feedback as well as
our approach to the overall Policy review, we concluded that
now was not the right time to move forward with this proposal.
The Committee will revisit deferral arrangements as part of the
next Policy review.
On the performance framework, many shareholders welcomed
the introduction of ROIC to the PSP, viewing it as a necessary
step to align management incentives with shareholder interests,
drive improved operational performance and overall quality
of earnings.
The inclusion of a customer-focused metric in the annual
bonus, was also welcomed. Shareholders recognised its
potential to drive increased customer-centric behaviours
and reinforce non-financial priorities.
We also heard feedback on other potential performance
measures, including some shareholders who expressed a
preference for a cash flow metric. Whilst considering this
feedback, the Committee was mindful of introducing too
many new measures at this time. Notwithstanding this, Croda
will report externally on a free cash flow-to-sales ratio for the
first time this year and the Committee considers broader
performance factors as part of its Discretion Framework when
reviewing outcomes. We also retain the flexibility to review and
adjust our performance framework year-on-year in line with
normal market practice.
Remuneration out-turn for 2025
Whilst encouraging progress was made in the year, it remained
a challenging external environment. Group sales were up 7%
at constant currency, and whilst margins are still significantly
below their medium-term potential, they improved in our two
core businesses, contributing to an 8% increase in Group
adjusted operating profit.
In line with prior years, the senior annual Bonus Plan was based
on year-on-year Bonusable Profit growth (90% weighting) and
an ESG metric (10% weighting). Bonusable Profit is focused on
operational profitability based on adjusted EBITDA and, for
2025, the maximum payout trigger was set at 15% (rather than
10%) growth, recognising the lower baseline in 2024. An adjusted
profit before tax underpin was also included whereby no bonus
was payable unless adjusted profit before tax (in constant
currency) was accretive year-on-year. Overall, the adjusted profit
before tax underpin was met and Bonusable Profit grew by 8.2%
in 2025.
For 2025, the ESG metric was based on two independent
metrics focused on the increasing customer demand for
higher-quality, readily available product-level sustainability-
related data. These metrics were partially met.
The Committee also assessed the Group’s safety performance
over the year against the safety underpin and noted that
although our TRIR had increased to 0.61 (2024: 0.47) this
remained below historic trends, see page 26 for further
information. The Committee also noted that there were no
significant safety, health, or environmental incidents across
our operations.
Overall, the Committee determined that 54.8% of the senior
annual Bonus Plan was payable.
2025 was the year in which PSP grants made in 2023 concluded
their three-year cycle. Over the period, TSR performance
(35% weighting) was below median compared to our bespoke
comparator group, EPS growth (35% weighting) was (14.1)% p.a.
falling short of the threshold target, and NPP growth (15%
weighting) did not meet the vesting target. The 2023 PSP cycle
also included sustainability metrics (15% weighting) split equally
between Climate Positive and People Positive targets. These
sustainability targets were partially met resulting in an overall
formulaic PSP outcome of 6.25% of maximum.
The 2023 PSP award was subject to a discretionary underpin
based on ROIC with vesting subject to satisfactory ROIC
performance over the performance period. ROIC at the end
of 2025 was 8.2% and average ROIC across the three-year
performance period was at a similar level. The Committee
considered that the underpin had not been achieved and
therefore considered an appropriate reduction. The Committee
determined that an adjustment of 10% would be made under
the PSP. The resultant overall PSP vesting was 5.625% of the
total award.
In considering the outturns for the annual bonus and the PSP
the Committee also took into account the Discretion Framework
and made no further adjustment.
Salaries and fees for 2025
For 2026, 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 Chief Financial Officer 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%.
Remuneration Committee report continued
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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. In 2025 we received certification from the Fair
Wage Network (FWN) guaranteeing that all employees of the
Group are paid at or above the Living Wage threshold as
defined by the Fair Wage Network.
• 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, and which
will payout for 2025 in full. 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.
• 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 520 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 of our people can give their
feedback directly so we can better understand how they are
feeling about certain areas of business.
In 2025, we launched YourVoice which replaced and expanded
on our Purpose and Sustainability Commitment (PSC) survey.
Through YourVoice we have more regular touchpoints with our
people and therefore have 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 9.
Looking ahead
Our Remuneration Policy will be voted on by our shareholders
at our 2026 AGM. We have listened to the views of many of our
shareholders through the consultation process and hope you
will support.
We remain committed to ensuring that our remuneration
framework reflects the needs of all of our stakeholders and the
communities in which we operate.
Jacqui Ferguson
Remuneration Committee Chair
Remuneration Committee report continued
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Report of the Remuneration Committee
NPP (constant currency)
35.1%
of Group sales
Return on invested capital (ROIC)
8.2%
Adjusted operating profit
+5.6%
to £295.3m
Adjusted basic EPS
+2.5%
to 146.2p
Total Shareholder Return
(55)%
over the three-year PSP performance period
(1 January 2023 to 31 December 2025)
How we performed in 2025
Single figure remuneration
Steve Foots
(total £1,775,868)
Stephen Oxley
(total £923,243)*
Salary Benefits Pension Annual bonus
LTIPs
Other
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Elements of our Executive
Directors’ remuneration
Total
remuneration
Fixed
Variable
Short term Long term
Salary
Pension and
other benefits
Annual
bonus
PSP
Bonus
deferred
into shares
withthree-year
holding period.
B. 2025 Remuneration at a glance
Remuneration Committee report continued
* Excludes buy-out arrangements
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Operation of our policy in 2025
Key component Group Chief Executive
(CEO) Steve Foots
Chief Financial Officer
(CFO) Stephen Oxley
1
Basic salary
Competitive package to attract and retain
high calibre executives.
£786,656 £435,000
Pension
To provide competitive long-term
retirement benefits to act as a retention
mechanism and reward service.
Shareholding requirements
Share ownership guideline to ensure
material personal stake in business.
Greater than
250%
of salary
Less than
200%
of salary
Annual bonus
Incentivise delivery of strategic plan,
targets set in line with Group KPIs.
£754,403
54.8% of maximum
£359.203
PSP
Incentivise execution of the business
strategy over the long term, measuring
profit, shareholder value, innovation
and sustainability.
£45,934
5.625% of maximum
–
1. Stephen Oxley was appointed as a Director of the Company on 1 April 2025.
Performance outcomes
Bonusable
Profit
1
(90%)
55.4%
of maximum
0%
of maximum
0%
of maximum
50%
of maximum
0%
of maximum
42%
of maximum
ESG (10%)
TSR (35%)
Sustainability
(15%)
EPS (35%)
NPP (15%)
Annual bonus
PSP
Benefits
To provide competitive benefits
toactasa retention mechanism
andrewardservice.
£26,972 £37,453
Benefits include company car or cash
allowance, private medical insurance and
private fuel and travel allowances
£157,331 £87,000
Cash supplement of 20% of salary in line
withUKworkforce
Subject to overall profit growth
5% p.a
Median
3% p.a
2025 actual
Objectives
met in full
Objectives
not met
11% p.a
Upper quartile
7% p.a
2025 actual
plus 15%
Objectives
met in full
Objectives
not met
Remuneration Committee report continued
1. Adjusted PBT underpin applied such that adjusted PBT (in constant currency) must be accretive year-on-year.
Underpin was met.
The 2023 PSP award was subject to a discretionary underpin based on ROIC with vesting subject to
satisfactory ROIC performance over the performance period. The Committee determined that the underpin
had not been achieved and therefore considered an appropriate reduction from 6.25% to 5.625% of maximum.
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C. Summary of Remuneration Policy and implementation for the year ending 31 December 2026
Key component CEO CFO
EPS (25%) 5% p.a. 11% p.a.
TSR (25%) Median Upper quartile
ROIC (25%) 10% 14%
NPP (12.5%) 3% p.a. 7% p.a.
Subject to overall positive Group profit growth
Sustainability (12.5%) See page 85 for details
Basic salary
To assist in the recruitment and retention
of high-calibre Executives.
£806,323 £594,500
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)
Threshold Maximum
PSP
Incentivise execution of the business
strategy over the long term measuring
profit, shareholder value, innovation
and sustainability.
Maximum of
250%
of salary
Maximum of
200%
of salary
Shareholding guidelines
Share ownership guidelines to ensure
material personal stake in business.
250%
of salary
200%
of salary
Annual Bonus
Incentivise delivery of strategic plan,
targets set in line with Group KPIs.
Maximum of
175%
of salary
Maximum of
150%
of salary
2 year
holding period
3 year
Performance period
Post-employment shareholding guidelines also apply for two years after
leaving employment.
Operation
Performance measure (weighting)
Adjusted Operating Profit 90% of total Customer metric 10% of total
See page 85 for details
1/3
deferred into shares with
three-year holding period.
2/3
paid in cash
Remuneration Committee report continued
Increase of 2.5% in line with general
increase for UK employees.
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Further detail on implementation for 2026
Annual bonus
Operation:
Performance measure (weighting)
Adjusted Operating Profit (90% of total) Based on adjusted operating profit.
Customer measure (10% of total) Includes Customer NPS and an ingredient
transparency measure, focused on sustainability,
which looks to address a critical customer demand
around reliable and timely technical product information.
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:
• When determining bonus outcomes, the Committee applies the Discretion Framework which
includes a range of factors, see page 87.
• 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.
Remuneration Committee report continued
PSP
Operation:
Performance measure
(weighting)
Threshold Maximum
EPS (25%) 5% p.a. 11% p.a.
TSR
1
(25%) Median Upper quartile
ROIC
2
(25%) 10% 14%
NPP (12.5%) 3% p.a. 7% p.a.
Subject to overall positive Group profit growth
Sustainability (12.5%)
3
Four discrete
measures:
Scope 3 GHG
emissions (6.5%)
65,195 MT CO
2
e reduction
(4.9%)
130,390 MT CO
2
e
reduction (9.8%)
Scope 1&2 GHG
emissions (2%)
12,366 MT CO
2
e
reduction (10.6%)
24,732 MT CO
2
e
reduction (21.2%)
Water withdrawal
volume at critical sites
(9 sites) (2%)
145 Mega Litres reduction
(7.5%)
289 Mega Litres
reduction (15.0%)
Water withdrawal
volume at critical sites
(9 sites) (2%)
8.5 ppt increase 9.6 ppt increase
Commentary:
• Performance period 1 January 2026 to 31 December 2028.
• Malus and clawback provisions apply.
• When assessing outcomes, the Committee applies the Discretion Framework which considers, for
example, the management of ROIC and EVA, sales, profit growth, sustainability and health and
safety and may adjust awards if it considers appropriate.
• The Committee have a framework in place to review awards upon vesting to consider whether
windfall gains have arisen.
• Threshold performance for all financial metrics and NPP results in 25% vesting. For the sustainability
targets, given the different nature of these objectives, achievement of threshold in each category
results in a 50% outcome.
1. TSR group: Akzo Nobel, Ashland, Azelis, BASF, Brenntag, Clariant, DSM-Firmenich, Elementis, Evonik,
Givaudan, IFF, IMCD, Johnson Matthey, Lonza, Merck, Novonesis, Stepan, Syensqo, Symrise, Synthomer
and Victrex
2. Return on invested capital (ROIC): this is adjusted operating profit net of tax divided by the average adjusted
invested capital. Adjusted invested capital represents net assets adjusted for net debt and net retirement
3. Percentage numbers given after sustainability targets represent the % change vs 2025 baseline for each
metric and threshold.
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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.
£
Customer Introduction of customer measures for 2026 as a key differentiator in our strategy.
£
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.
£
Return on Invested Capital (ROIC) Measure focused on maximising returns from investments and ensuring these are contributing to future
growth as well as aligning to long-term 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 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.
£
How our reward strategy aligns to and supports the delivery of our business strategy
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.
Remuneration Committee report continued
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D. Directors’ remuneration report for the year ended
31 December 2025 – Audited information
Directors’ single figure table for the year ended 31 December 2025
(audited)
Steve Foots Stephen Oxley
1
2025 2024 2025 2024
Salaries £786,656 £767,469 £435,000 –
Benefits
2
£26,972 £26,634 £37,453 –
Pension supplement
3
£157,331 £153,494 £87,000 –
Total fixed pay £970,959 £947,597 £559,453 –
Annual bonus £754,403 – £359,203 –
Long-term incentives
4A-B
£45,934 £58,775 – –
Other
5
£4,572 £3,618 £4,587 –
Total variable pay £804,909 £62,393 £363,790 –
Sub-total £1,775,868 £1,009,990 £923,243 –
Buy-out
6
– – £822,734 –
Single total figure of remuneration £1,775,868 £1,009,990 £1,745,977 –
1. Stephen Oxley was appointed on 1 April 2025.
2. Benefits include company car or cash allowance, private medical insurance and private fuel and travel allowances.
3. This represents the 20% of salary supplement.
4. A. The PSP awards granted in March 2023 reached the end of their performance period on 31 December
2025. The awards will vest at 5.625% of maximum (see page 89). The values included in the table above are
based on the three-month average price to 31 December 2025 of 2782.21p. 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 17 March 2026.
B. The PSP award included in the 2024 single figure (the 2022-24 PSP award) has been updated to reflect the
actual share price at vesting of 2896.75p. This is lower than the share price at grant, and therefore no value is
attributable to share price growth.
5. Represents the value received in the year from participation in all-employee share schemes. Steve Foots
received 63 matching shares as part of the Share Incentive Plan (SIP) with a transaction value of £1,821. Both
Steve Foots and Stephen Oxley participated in the 2025 Sharesave Scheme and were granted 541 shares
and 902 shares respectively, at a discounted rate of 2034p. The share price on the date of grant was 2543p
representing a 20% discount.
6. The value included for Stephen Oxley also relates to buy-out awards made in the year to compensate him for
incentives forfeited upon joining Croda. Further details are provided on page 93.
Remuneration Committee report continued
Performance outcomes for 2025
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.
Consider shareholder
response to results
Does the outcome
appearreasonable/fair,
or should an adjustment
be considered?
Compare with historical
use of discretion
Are there any external
headwinds or tailwinds
which need to be
considered?
Are there any other
events that should be
factored in?
Other events could
be reputational/risk
related ora change of
accounting standards
Culture and conduct
Culture, conduct, health and
safety, systems and control
Input from others?
Draw on input from other
Committees as well as
othermanagement teams
including HR, Legal, Internal
Audit and Risk
As an additional
reference point, are the
bonus and PSP outcomes
consistent?
How does the outcome
compare with overall
Company performance?
Consider performance against
other KPIs, for example: ROIC
and EVA, sales, profit growth,
sustainability
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
What is the single figure
outcome?
Committee to consider
year-on-year change and
whether this mirrors the
trend in performance
What is the formulaic
result following
consideration of the
existing underpins?
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Annual bonus for 2025 (audited)
The annual bonus for Executive Directors in 2025 was calculated by reference to profit and ESG performance. In line with past practice profit targets were set based on the amount by which the profit
for the year exceeded the profit for 2024 (the ‘Bonusable Profit’). Bonusable Profit is focused on operational profitability based on adjusted EBITDA.
Measure (Weighting) Threshold Maximum Actual performance Out-turn (% of max element)
Bonusable Profit (90%) £327.3m £376.4m £354.5m 55.4%
ESG metric –
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%) 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%) 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.
>50% of products at all 6 target manufacturing sites
were successfully migrated, however with <50% of the
critical datapoints completed at each site resulting in a
pay-out of 0% under this metric.
ESG metric –
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%) achieved if 80% of products are updated with the required additional information and issued to
customers by 31 December 2025.
• 50% payout (2.5%) 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
89% of products were updated with the required
additional information and issued to customers by
31 December 2025 resulting in a pay-out of 100%
under this metric.
Adjusted Profit Before Tax
(PBT) growth Underpin
For 2025 the senior annual Bonus Plan was subject to an adjusted profit before tax growth underpin such that no bonus could accrue if the profit before tax (in constant currency)
was not accretive year on year. Our 2025 adjusted profit before tax was £281.9m, which exceeded 2024 adjusted profit before tax of £260.0m and therefore the underpin was met.
Final outcome for 2025 54.8%
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 87).
Remuneration Committee report continued
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PSP awards vesting in March 2026 (audited)
The PSP awards granted in March 2023 reached the end of their three-year performance period on 31 December 2025.
Measure Weighting Threshold Maximum Actual performance
Out-turn
(% of max element)
Relative TSR versus
bespoke peer group
1
35% Median (50
th
percentile) Upper quartile (75
th
percentile) Below median 0%
Adjusted annual
average EPS growth
over three years
2
35% 5% p.a. 11% p.a. (14.1)% p.a. 0%
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).
Decline in NPP sales
and Group profit
0%
Sustainability Climate
Positive metric
7.5% Completion of net zero roadmaps to 2050 for technology platforms covering 90% of our Scope 1, 2 and upstream
Scope3 emissions. In addition:
1. All actions arising from the sector 2030 decarbonisation roadmap work with completion dates aligned with the
endof2025 to be completed and;
2. Croda to have submitted and received formal approval from SBTi for its corporate net zero target, so meeting
thestrict external criteria from SBTi, considered industry best practice.
Achievement of the above and roadmaps completed covering 90% of Croda’s GHG emissions would result
inmaximumvesting.
Achievement of the above and roadmaps completed covering 75% of Croda’s GHG emissions would result in a 50%
vesting, with no vesting below this.
1. and 2. achieved
and roadmaps
completed covering
80% of Croda’s
GHG emissions.
50%
Sustainability People
Positive metric
7.5% A target aimed at improving employee engagement, with graduated vesting based on an increase in Croda’s (i) Purpose
and Sustainability Commitment (PSC) score for 2023 and 2024
3
, and (ii) eNPS score for 2025. This measurement
approach reflects the transition during the three-year performance period from PSC to the new YourVoice engagement
platform
4
. The increase in employee engagement is underpinned by a continued high response rate by employees, set
at 65% of global headcount
5
.
PSC score of 68%
and 67% in 2023 and
2024 respectively.
Increase in eNPS
of 6.33 over 2025.
33%
Overall outturn before consideration of ROIC underpin and Discretion Framework 6.25%
Adjustment – ROIC underpin – see commentary on the following page (10)%
Final out-turn 5.625%
1. TSR peer group constituents: Akzo Nobel, Ashland, Avantor, BASF, Clariant, Elementis, Evonik, Givaudan, IFF, Johnson Matthey, Kerry, Lonza, Merck, Novozymes, Solvay, Symrise, Synthomer, Tate & Lyle, and Victrex. Catalent,
Chr. Hansen and Koninklijke DSM has been excluded as they delisted during the performance period.
2. EPS growth p.a. is calculated on a simple average basis over the three-year period.
3. The PSC score used a five-point scoring methodology. Croda’s PSC score for 2022 was 68% or 3.5 with an average participation rate of 77%. The original targets was set to increase this by 8ppts to achieve a Croda Employee
Satisfaction (ESAT) score of 4.0 (Good) by the end of the performance period. This would result in maximum vesting of this element, with 25% vesting for an increase of 2ppts, 50% vesting for an increase of 4ppts and 75% vesting
for an increase by 8ppts.
4. The new YourVoice platform was introduced in 2025 replacing the PSC employee survey. To reflect this, the Remuneration Committee determined to adjust this ‘People Positive’ target such that the PSC score would be used to
assess performance in the first two years of the performance period, and eNPS as measured by the YourVoice survey would be used to assess performance in the final year of the performance period. The original targets were
pro-rated and adjusted on a like-for-like basis to take account of the change in methodology.
5. The response rate also matters, and therefore, an underpin for vesting to occur was set at 65% of global headcount having responded to the relevant survey. Global headcount to be calculated based on the in-quarter figures at
the point that a survey is first deployed and should aim to include any new acquisitions, with discretion given for initial integration period into organisation defined as 12 months.
Remuneration Committee report continued
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The PSP awards granted in March 2023 were subject to a ROIC underpin such that vesting was
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 considered
a range of factors including, but not limited to, the intended time horizons for returns on capital
deployed, and the achievement of Croda’s long-term ROIC objective. In circumstances where the
Committee determines that the underpin has not been achieved, the underpin operates such that
the Committee considers an appropriate reduction to the vesting of awards. In certain
circumstances, the Committee retains the right not to apply discretion.
ROIC in 2025 was 8.2% which despite representing a year-on-year increase, remains below the
Group’s cost of capital. Average ROIC across the three-year performance period was at a similar
level. The Committee determined that the underpin had not been achieved and considered the
appropriate level of reduction to apply to the PSP vesting outcome. In relation to the ROIC
underpin, the Committee took into account the following:
• Consideration of the various factors which had impacted ROIC performance over the period,
including the market environment and volatile demand post the COVID-19 pandemic and the
heightened investment made by the business over the last few years which has positioned
Croda for growth but increased the invested capital base.
• The degree to which the overall PSP vesting outcome had already been impacted, in particular
through the TSR and EPS metrics which align to shareholder value and profitability. Both the
TSR and EPS outcomes were zero. These measures together comprised 70% of the award,
and therefore overall vesting had already been significantly impacted by the downturn in
performance in the final year of the performance period.
Taking into account these factors, it was considered that a downwards adjustment of 10% was
appropriate, reducing the overall PSP vesting outcome from 6.25% to 5.625% of maximum.
As part of its deliberations the Committee also took into account the Discretion Framework where
a range of factors are considered to ensure payout is consistent with and reflective of overall
performance over the period. Our PSP performance framework includes consideration of both
financial performance, as well as innovation and sustainability, which are key drivers to Croda’s
long term strategic success. Overall, the Committee is satisfied that incentive outcomes are
reflective of overall performance.
The forecast vesting value of the awards made in March 2023 is included in the 2025 single figure
table on page 87. Any shares vesting will be subject to a two-year holding period.
Remuneration Committee report continued
Pension (audited)
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
31.12.25 (p.a.)
Single
remuneration
pension figure
2025
Single
remuneration
pension figure
2024
Single remuneration
pension figure 2025
excluding
supplement
Steve Foots 14 September 2033 £156,052 £157,331 £153,494 –
Stephen Oxley n/a – £87,000 – –
* Neither Steve Foots nor Stephen Oxley were active members of the Croda Pension Scheme in 2025 or 2024.
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 2026 will be £84,924. 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
th
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.
Stephen Oxley’s pension provision
Stephen Oxley elected not to join the Croda Pension Scheme and therefore receives a pension
supplement of 20% of salary. He is entitled to death-in-service benefits from an Excepted
Life Policy.
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Payments for cessation of office and payments to past Directors (audited)
There were no payments for loss of office during the year under review.
There were no other payments to past Directors during the year under review.
Share interests (audited)
The interests of the Directors who held office at 31 December 2025 are set out in the table below:
Legally owned
1
SIP
31.12.24 31.12.25
PSP
(unvested)
DBSP
(unvested)
Sharesave
(unvested)
BOSP
2
(unvested) Restricted Unrestricted Total 31.12.25
% of salary held under
shareholding guideline
Executive Director
Steve Foots 210,231 217,685 133,331 6,178 777 – 374 5,794 364,139 >250% target
Stephen Oxley
3
– 8,638 39,611 – 902 59,658 – – 108,809 <200% target
Non-Executive Director
Ian Bull 1,600 3,500 – – – – – – 3,500 –
Roberto Cirillo – – – – – – – – – –
Jacqui Ferguson 76 624 – – – – – – 624 –
Chris Good – 1,000 – – – – – – 1,000 –
Danuta Gray 2,050 4,445 – – – – – – 4,445 –
Julie Kim
4
60 60 – – – – – – 60 –
Keith Layden 60,339 60,339 – – – – – – 60,339 –
Nawal Ouzren – – – – – – – – – –
John Ramsay
5
2,836 – – – – – – – – –
1. Including connecting persons.
2. BOSP relates to shares awarded under the Buyout Share Plan for Stephen Oxley made in the year to compensate him for incentives forfeited upon joining Croda. Further details are provided on page 93.
3. Stephen Oxley was appointed to the Board on 1 April 2025 and held nil shares on appointment.
4. Julie Kim retired from the Board on 26 July 2025.
5. John Ramsay retired from the Board on 1 March 2025.
Post-employment shareholding requirements also apply for Executive Directors. They will be required to retain 100% of their shareholding guideline (or the actual shareholding of relevant shares on
leaving, if lower) for two years after leaving employment. This policy will apply only to awards that vest in 2020 and beyond. A structure is in place to ensure that post-employment shareholding
requirements are adhered to, via a restricted share dealing third-party nominee account.
Gains made on exercise of share options and PSP (audited)
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 Shares exercised Scheme Exercise price Market price Gain (before tax)
Steve Foots 24 March 2025 2,029 PSP 0p 2896.75p £58,775
Stephen Oxley 01 August 2025 2,763 BOSP 0p 2598p £71,783
30 September 2025 2,051 BOSP 0p 2650p £54,352
Remuneration Committee report continued
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PSP awards granted in 2025
Executive Director Number of PSP shares awarded Basis of award granted (% of salary) Face/maximum value of awards at grant date
1
% of award vesting at threshold (maximum) Performance period
Steve Foots 65,348 250% £1,966,612 25% (100%) 01.01.25 – 31.12.27
Stephen Oxley 39,611 200% £1,159,984 25% (100%) 01.01.25 – 31.12.27
1. Face value/maximum value is calculated based on a share price of £30.09445 and £29.28438, being the average mid-market share price of the three dealing days prior to the date of the grants.
The 2025 PSP award for Steve Foots was made on 24 March 2025 at the same time as awards for other employees. The award for Stephen Oxley, was made on 2 April 2025 following his appointment
on 1 April 2025.
The 2025 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 81
of our Annual Report & Accounts 2024. Vesting will take place on a sliding scale. AROIC underpin applies across the entire award, also detailed on page 81 of our Annual Report&Accounts 2024.
Any shares vesting will be subject to a two-year holding period.
All-employee share plans (audited)
Executive Directors are invited to participate in the HM Revenue & Customs (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.
Share Incentive Plan
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 169.
Executive Director
SIP shares held
01.01.25
Partnership shares
acquired in year
Matching shares
awarded in year
Total shares
31.12.25
SIP shares that became
unrestricted in the year
Total unrestricted SIP
shares held at 31.12.25
Steve Foots 6,042 63 63 6,168 66 5,728
There have been no changes in the interests of any Director between 31 December 2025 and the date of this report, except for the purchase of 10 SIP shares and the award of 10 matching shares
bySteve Foots during January and February 2026. Stephen Oxley is not yet eligible for 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 01.01.25 Granted in year Exercised in year Cancelled in year Number at 31.12.25
Steve Foots
16 September 2021 01 November 2024 30 April 2025 £8,975 7327p 98 – – 98 –
15 September 2022 01 November 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
10 September 2025 01 November 2028 30 April 2029 £13,755 2034p – 541 – – 541
571 541 – 335 777
Stephen Oxley
10 September 2025 01 November 2028 30 April 2029 £22,933 2034p – 902 – – 902
– 902 – – 902
During 2025, the highest mid-market price of the Company’s shares was 3388p and the lowest was 2459p. The year-end closing price was 2695p. The year-end mid-market price was 2722p.
* Face value is calculated using the market value on the day before the date of grant, multiplied by the number of shares awarded
Remuneration Committee report continued
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Malus and clawback
Annual bonus and PSP awards are subject to malus and clawback provisions as set out in the
Remuneration Policy. The time periods within which these provisions can be applied have been
set considering the nature and risk profile of the business and are in line with UK market practice
in this area. There has been no application of malus and clawback provisions in respect of the
Executive Directors in the reporting period.
Chief Financial Officer Transition
As disclosed last year, Stephen Oxley joined Croda as Chief Financial Officer on 1 April 2025.
Following his appointment, Stephen was granted buy-out awards to compensate him for
incentives that he forfeited upon joining Croda. In line with the Remuneration Policy, the awards
were made on a ‘like-for-like’ basis, aligning to the form, timing and performance conditions of the
remuneration being forfeited.
The following non-pensionable share awards were granted on 2 April 2025:
Award
1
Forfeited
remuneration
Number of
shares
2
Vesting date
End of holding
period Performance condition
Buy-Out
Award 1
2022-25
PSP
20,728 1 August 2025 1 August 2027 Performance conditions
applicable to forfeited award.
Buy-Out
Award 2
2023-26
PSP
25,224 1 August 2026 1 August 2028 Performance conditions
applicable to forfeited award.
Buy-Out
Award 3
2024-27
PSP
23,790 1 August 2027 1 August 2029 Performance conditions
applicable to Croda’s 2024 PSP
as disclosed on page 81 of our
Annual Report & Accounts 2024.
1. Share awards were granted under the rules of the Buy-Out Share Plan 2025 which were introduced
specifically to provide for the grant of awards to be made in accordance with UK Listing Rule 9.3.2 to the
extent that such awards could not be made under the 2014 PSP rules. The rules of the Buy-Out Share Plan
2025 effectively mirror in all material respects the 2014 PSP rules (which were last approved by shareholders
on 24 April 2024), save that they preclude the ability to use new issue or treasury shares to satisfy awards.
2. The number of shares were calculated using the average of the Company’s share price over the six-month
period immediately preceding the grant date.
The performance period in respect of Buy-Out Award 1 ended on 1 August 2025. The vesting
out-turn was 13.33% of maximum, equivalent to 2,763 shares.
Stephen also received a buy-out in respect of his forfeited Johnson Matthey bonus for the
financial year ended 31 March 2025. There was no overlap between the period of this bonus and
Stephen’s participation in Croda’s 2025 bonus, which has been prorated with effect from his start
date of 1 April 2025. The value of this buy-out was based on the extent to which the Johnson
Matthey performance conditions applicable to the 2024/25 bonus for executive directors were
satisfied. The buy-out was paid 50% in cash with 50% deferred into Croda shares for three years.
Stephen received a cash amount of £323,876 and on 25 July 2025, was granted 10,644 Croda
shares. The number of shares was calculated using the average of the Company’s share price
over the six-month period immediately preceding the grant date.
Buy-out Awards 1, 2 and 3 and the bonus buy-out are subject to forfeiture provisions such that if
Stephen gives notice or has his employment terminated for a conduct related reason all unvested
awards will lapse. If this occurs prior to 1 April 2026, he must repay 100% of the net of tax value of
any awards that have vested and if it occurs after 1 April 2026 but prior to 1 April 2027, he must
repay 50% of the net of tax value of any awards that have vested.
On joining Croda Stephen also forfeited a portion of a legacy KPMG long-term deferred cash
award relating to a capital allocation in respect of his tenure as a KPMG LLP partner. This allocation
was forfeitable due to Stephen being appointed to a role at a company which is audited by KPMG
LLP. The value of the buy-out was £55,000 per annum, vesting on each of 30 September 2025,
2026 and 2027, equivalent to the amount and payment dates of the payments forgone. Each
tranche will be converted into Croda shares at vesting. The number of shares is calculated using
the average of the Company’s share price over the three dealing days immediately preceding the
vesting date. Accordingly, 2,051 shares were granted on 1 October 2025 in respect of the first
tranche. The Company will also cover any associated tax liability arising in connection with this
arrangement on the basis the capital allocation at KPMG was net of tax. The amount attributable
to this in 2025 is £48,198.
Non-Executive Directors’ remuneration (audited)
Board Chair and other Non-Executive Directors’ fees 2025 and 2026
(unaudited information)
The fees paid to the Non-Executive Directors (including chairing of Committees) and to the Senior
Independent Director were reviewed in December 2025 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 2026. The revised fee structure for the Board Chair and other Non-Executive
Directors for 2026 is detailed below.
Position 2025 fee £ 2026 fee £
Board Chair (all-inclusive fee) 435,625 446,516
Non-Executive Director base fee 73,637 75,478
Additional fees
Senior Independent Director 12,234 12,540
Committee Chairs (Audit, Remuneration and Sustainability Oversight) 17,816 18,261
Remuneration Committee report continued
93 Croda International Plc Annual Report & Accounts 2025
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Remuneration Committee report continued
Non-Executive Directors’ remuneration
The remuneration of Non-Executive Directors for the year ended 31 December 2025 payable
byGroup companies is detailed below; this table reflects actual payments in 2025.
Director fees
Non-Executive
£
Benefits
1
£
Total
£
Danuta Gray 2025 435,625 13,964 449,589
2024 308,085 12,065 320,150
Jacqui Ferguson 2025 103,688 5,069 108,757
2024 101,159 1,368 102,527
Roberto Cirillo 2025 73,638 4,878 78,516
2024 71,842 – 71,842
Keith Layden 2025 73,638 807 74,445
2024 71,842 1,368 73.210
John Ramsay
2
2025 12,273 913 13,186
2024 87,774 327 88,101
Julie Kim
3
2025 42,200 15,137 57,337
2024 71,842 – 71,842
Nawal Ouzren 2025 73,656 5,080 78,736
2024 71,842 1,380 73,222
Chris Good 2025 91,454 9,055 100,509
2024 89,223 694 89,917
Ian Bull 2025 91,454 4,366 95,820
2024 38,474 1,490 39,964
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. John Ramsay retired from the Board on 1 March 2025.
3. Julie Kim retired from the Board on 26 July 2025.
Non-Executive Directors’ appointment
The effective dates of the letters of appointment for the Board Chair and each Non-Executive
Director who served during 2025 are shown in the table below:
Non-Executive Director Original appointment date Expiry date of current term
Danuta Gray 01 February 2024 01 February 2027
Roberto Cirillo 26 April 2018 26 April 2026
Jacqui Ferguson 01 September 2018 01 September 2026
Julie Kim
1
01 September 2021 26 July 2025
Keith Layden 01 May 2017 01 May 2026
Nawal Ouzren 01 February 2022 01 February 2028
John Ramsay
2
01 January 2020 01 March 2025
Chris Good 27 April 2023 27 April 2026
Ian Bull 25 June 2024 25 June 2027
1. Julie Kim retired from the Board on 26 July 2025.
2. John Ramsay retired from the Board on 1 March 2025.
94
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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.
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total remuneration (£) 2,404,441 3,570,251 3,311,700 1,693,242 1,543,377 3,719,864 4,155,280 1,378,156 £1,009,990 £1,775,868
Annual bonus (%) 100% 78.4% 36.2% 0% 0% 100% 100% 0% 0%* 54.8%
Long-term incentives vesting (%) 43% 100% 100% 56.2% 40% 97.4% 100% 37.1% 9.375% 5.625%
* The Annual bonus out-turn for 2024 was 43.75%. However, Steve Foots requested to forgo his annual bonus.
The 2024 total remuneration figure has been updated to reflect the value of the 2024 PSP award at vesting.
0
100
200
300
400
500
Dec 2025Dec 2024Dec 2023Dec 2022Dec 2021Dec 2020Dec 2019Dec 2018Dec 2017Dec 2016Dec 2015
Croda International
FTSE 100
FTSE 250
FTSE 350
Remuneration Committee report continued
Other disclosures (unaudited information)
Performance graph (unaudited information)
10-year Total Shareholder Return chart
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Service contracts and outside interests
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
Stephen Oxley 01 April 2025 by the Company 12 months,
bythe Director 12 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.
Remuneration Committee membership and advisers
The following Directors served as members of the Committee during 2025:
• Jacqui Ferguson (Chair)
• Roberto Cirillo
• John Ramsay (until he stepped down from the Board on 1 March 2025)
• Julie Kim (until she stepped down from the Board on 26 July 2025)
• Nawal Ouzren
• Chris Good
• Ian Bull
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 2025, invitees
included other Directors and employees of the Group and the Committee’s advisers, including
Danuta Gray (Chair), Steve Foots (Group Chief Executive), Stephen Oxley (Chief Financial Officer),
Keith Layden (Non-Executive Director), Michelle Lydon (President – Human Resources), Tom
Brophy (Group General Counsel, Company Secretary and President Sustainability), Chris Laughlin
(Group Reward Director) and Laura Dobson (Deputy Company Secretary).
Attendees at Committee meetings are excluded from discussions that determine their
own remuneration.
See page 61 for details of attendance at meetings during the year.
Remuneration Committee advisers
Deloitte LLP was retained as the appointed adviser to the Committee for the whole of 2025
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, technology 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 £158,075 (excluding VAT). The Committee regularly reviews the external
adviser’s relationship and is comfortable that the advice it is receiving remains objective
and independent.
Relative importance of the spend on pay
The chart below shows the movement in spend on employee costs versus that in dividends and
adjusted profit after tax.
Remuneration Committee report continued
0 50 100 150 200 250 300 350 400
20242025
£383.7m
£372.8m
£154.9m
£153.6m
£206.7m
£200.2m
Employee
remuneration
cost
1
Dividends
2
Adjusted profit
after tax
3
Statement of voting
Remuneration Policy
2023 AGM
Annual Report on Remuneration
2025 AGM
Number of votes number of votes % of votes number of votes % of votes
Votes cast in favour 108,740,593 94.16% 105,200,917 97.90%
Votes cast against 6,741,782 5.84% 2,252,352 2.10%
Total votes cast 115,482,375 100% 107,453,269 100%
Withheld 42,225 539,468
1. Employee remuneration costs, as stated in the notes to the Group accounts on page 148. 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.
96
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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 listening
and insights
In March 2025, we launched YourVoice, our continuous employee listening
and insight tool. It strengthens engagement by capturing authentic, ongoing
feedback and provides a safe, consistent way for our people to share their
experiences. The platform gives leaders clear, actionable insights into what
matters most to their teams.
Moving from periodic surveys to continuous listening enables us to spot trends
earlier, address issues proactively, and make more informed decisions that
support a positive, inclusive workplace culture.
Dedicated email to
Chair of Committee
A dedicated email address is in operation 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.
Board–employee
interaction
The Board engage with our people during site visits, participating in listening groups,
town halls and other events to foster open dialogue and strengthen connections.
Remuneration Committee report continued
Workforce remuneration at Croda
Highlights of our approach
‘One Croda’ 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
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
Holistic financial, health and
wellbeing benefit offering
CARE pension and enhanced healthcare –
applies across entire UK workforce and are
generous and inclusive benefits
Recognition programmes
Regionally tailored to recognise employees
going above and beyond for Croda
Continued high participation in all
employee share plans
In 2025, 79% of our UK employees and 54%
of our non-UK employees participated in
one of our all-employee share plans
Living Wage employer
Croda pays a ‘Living Wage’ globally.
In2025 we received certification from the
Fair Wage Network recognising our work
in this area
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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.
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.520 employees globally)
Consistent senior annual Bonus Plan based on profit and strategic 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.5,400 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, ROIC, NPP and sustainability metrics.
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
1
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)
2
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)
3
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.
Remuneration Committee report continued
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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 2025, 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.
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. In March 2025 we
gained certification from the FWN guaranteeing that all employees of the company are paid at or
above the Living Wage threshold as defined by the FWN.
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. In 2025, our
employees undertook over 125,000 hours of training with the average number of hours an
employee completed being 17 hours.
• In 2025 we ran our inclusion-based global leadership programme, Phoenix Rising.
• We provide a minimum level of parental leave for the primary carer and full pay for
16 weeks leave.
• We offer Employee Assistance Programmes in many of our countries.
See page 9 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:
2021 2022 2023 2024 2025
Mean pay gap 17.7% 7.2% 7.9% 4.1% 2.6%
Median pay gap 21.1% 15.7% 12.1% 8.5% 10.8%
Mean bonus gap 62.6% 23.3% 3.2% 3.4% (16.8)%
Median bonus gap* 0% 29.9% 17.3% 0% 26.3%
* The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 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 under
representation of women at senior levels and particularly in production roles which represent the
bulk of the workforce between the 25
th
and 75
th
percentile.
As at 31 December 2025, the gender balance of the Executive Committee and their direct reports
stood at 36% female, with the percentage of women across leadership positions now at 42%
(2024: 41%).
0
20
40
60
80
100
252423222120 252423222120
85%
84%
81%
56%
63%
60%
83%
71%
79%
54%
79%
64%
Overseas
UK
Remuneration Committee report continued
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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 Science, Technology, Engineering and Mathematics (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 sets out the ratio of the CEO’s ‘single figure’ total remuneration to the 25
th
, 50
th
and 75
th
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 2025 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
th
, 50
th
and 75
th
percentile. The pay ratios
are then calculated by comparing total remuneration for these three employees against our CEO
‘single figure’ total remuneration.
FY 2025 FY 2024 FY 2023* FY 2022 FY 2021 FY 2020 FY 2019 FY 2018**
Methodology A A A A A A A C
25
th
percentile 44:1 27:1 37:1 121:1 103:1 48:1 57:1 85:1
50
th
percentile 33:1 20:1 28:1 90:1 81:1 37:1 44:1 67:1
75
th
percentile 26:1 16:1 23:1 73:1 67:1 31:1 37:1 57:1
* The ratio for 2024 has been restated. This is to reflect the updated CEO ‘single figure’ total remuneration for
2024, 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. Bonus amounts for
the workforce have also been updated to reflect the actual amounts paid in March 2025.
** 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
th
, 50
th
and 75
th
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.
• Calculations for the workforce exclude severance pay, notice pay, SIP repayments, fractional
share payments, SAR payments and relocation expenses
• 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
• 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 2026 and
the ratio will be updated in next year’s report to reflect the actual amounts paid
• 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
• Excludes Non-Executive Directors, contractors and employees who left during the relevant year
• 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 2025
Total
remuneration
2025
75
th
percentile £62,004 £67,166
50
th
percentile £50,849 £53,586
25
th
percentile £35,385 £40,403
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 2025 figures, the increase in the ratio stems from Steve
Foots having waived his 2024 senior annual bonus alongside the senior annual bonus paying out
at 54.8% in 2025.
Remuneration Committee report continued
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Percentage change in remuneration levels (unaudited information)
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
1
% change in bonus
2,3
2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021
Average employee of the
Group’s Parent Company
4
4.65% 5.15% 1.55% 6.46% (5.12)% 5.39% (4.94)% (11.28)% 27.95% (25.04)% 45.71% – (100.00)% 5.46% –
Average UK employee
4
4.84% 2.82% 8.34% 5.54% 0.68% 24.30% (2.41)% 29.32% 46.21% (8.63)% 18.93% – (99.78)% 17.32% –
Executive Directors
Steve Foots 2.50% 3.00% 4.00% 5.00% 1.00% 1.27% 2.56% 15.92% (10.17)% (25.87)% – – (100.00)% 5.00% –
Stephen Oxley
5
– – – – – – – – – – – – – – –
Non-Executive Directors
Keith Layden 2.50% 3.00% 4.00% 5.00% 1.00% (41.01)% 313.07% (92.32)% – – – – – – –
Roberto Cirillo 2.50% 3.00% 4.00% 5.00% 1.00% – (100.00)% (58.08)% – – – – – – –
Jacqui Ferguson
6
2.50% 7.07% 30.37% 13.47% 1.00% 270.54% (46.86)% (16.69)% – – – – – – –
John Ramsay
7
(86.02)% 1.33% 4.00% 5.00% 7.50% 179.20% (39.62)% (91.74)% – – – – – – –
Julie Kim
8
(41.26)% 3.00% 13.45% – – – (100.00)% (75.03)% – – – – – – –
Nawal Ouzren
9
2.53% 3.00% 13.45% – – 268.12% 168.70% (75.78)% – – – – – – –
Chris Good
10
2.50% 89.69% – – – 1204.76% (47.58)% – – – – – – – –
Danuta Gray
11
41.4% – – – – 15.74% – – – – – – – – –
Ian Bull
12
137.70% – – – – 193.02% – – – – – – – – –
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 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 94.
2. Bonus including annual bonus, Deferred Bonus Share Plan (DBSP) and sales bonus.
3. The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 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 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.
As Steve Foots opted to forego his bonus for 2024 there are no comparable figures to give a % change in 2025.
4. Excluding Executive Directors and Non-Executive Directors.
5. Stephen Oxley was appointed on 1 April 2025 and therefore has no comparable remuneration figures for 2024.
6. Jacqui Ferguson was appointed as the Chair of the Remuneration Committee on 1 September 2022 and as Senior Independent Director on 26 April 2023. Her fees were pro-rated accordingly.
7. John Ramsay retired from the Board on 1 March 2025.
8. 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 2021. Julie Kim retired from the Board on 26 July 2025.
9. Nawal Ouzren was appointed to the Board on 1 February 2022 and therefore has no comparable remuneration figures for 2021.
10. Chris Good was appointed to the Board on 27 April 2023 and therefore has no comparable remuneration figures for 2022.
11. Danuta Gray was appointed to the Board on 1 February 2024 and appointed as Chair on 24 April 2024 and therefore has no comparable remuneration figures for 2023.
12. Ian Bull was appointed to the Board on 25 June 2024 and therefore has no comparable remuneration figures for 2023. Ian Bull was appointed as the Chair of the Audit Committee on 1 December 2024 and his fees were pro-rated accordingly.
I will be available at the AGM to respond to any questions shareholders may raise on the Committee’s activities.
Jacqui Ferguson
Chair of the Remuneration Committee
Remuneration Committee report continued
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E. Remuneration Policy for shareholder approval
This section sets out our Remuneration Policy for 2026 to 2029 which will be subject to shareholder approval at the 2026 Annual General Meeting (AGM) on 22 April 2026 and if approved will take
effect from the date of the AGM. Minor changes have been made to the Policy to facilitate its operation.
The Policy was developed over the course of 2025 and early 2026. The Committee undertook a thorough review of arrangements with a particular focus on alignment to Croda’s forward strategy
and aspirations. Input was received from the Chair and management while ensuring that conflicts of interest were suitably mitigated. The Committee also considered carefully corporate governance
developments. Input was provided by the Committee’s appointed independent advisers throughout the process. Overall no material changes are proposed to the structure of the Policy, with the
Committee’s discussion instead focusing on the performance framework, as detailed on pages 79 and 80.
Extensive shareholder consultation was undertaken during the second half of the year in good time for shareholder input to feed into the finalisation of proposals in early 2026.
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.
• The Committee will normally 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 or as a result of changes to
market practice.
• 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.
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Operation Maximum opportunity Framework used to assess performance and for the recovery of sums paid
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 tax thereon), including travel
reimbursement, relocation expenses/arrangements 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.
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 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 per
annum. 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.
• For a minority of the bonus, targets related to other Group measures, such as
strategy or 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 metric to be introduced, the amount payable for
threshold performance would not exceed 25% of maximum.
• In relation to any sustainability or strategic 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.
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Operation Maximum opportunity Framework used to assess performance and for the recovery of sums 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 (that is, 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 (for example,
recruitment), awards may be granted up to
300% of salary.
• Granted subject to a blend of challenging financial (for example, EPS), shareholder
return (for example, relative TSR) and strategic (for example, sustainability) targets.
• Targets will normally be tested over three years.
• In relation to financial targets (for example, 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 the target set (for example, 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.
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.
Remuneration Committee report continued
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Operation Maximum opportunity Framework used to assess performance and for the recovery of sums paid
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; and/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. Currently, CARE scheme
with a maximum 1/60
th
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.
Remuneration Committee report continued
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Remuneration Committee discretion
The Committee will operate the senior annual Bonus Plan, DBSP, PSP and all-employee plans
according to their respective rules and in accordance with the Listing Rules and HMRC rules
where relevant. The Committee retains discretion, consistent with market practice, in a number
of regards to the operation and administration of these plans. These include the following:
• Who participates in the plans
• The timing of grant of award and/or payment
• The size of an award and/or payment
• The determination of vesting
• Dealing with a change of control (for example, the timing and basis of testing performance
targets), restructuring, or other corporate event
• Determination of a good/bad leaver for incentive plan purposes based on the rules of each
plan and the appropriate treatment chosen
• Adjustments required in certain circumstances (for example, rights issues, corporate
restructuring and special dividends)
• The annual review of performance conditions for the senior annual Bonus Plan and PSP
• For DBSP, the extension of the length of the deferral period.
All discretions available under share plan rules will be available under this Policy, except where
explicitly limited under this Policy.
The Committee retains the ability to adjust the targets and/or set different measures and alter
weightings for the senior annual Bonus Plan and for the PSP if events occur (for example, material
divestment of a Group business or changes to accounting standards) which cause it to determine
that an adjustment or amendment is appropriate.
The Committee may make minor amendments to the Remuneration Policy to aid its operation or
implementation without seeking shareholder approvals (for example, for regulatory, exchange
control, tax or administrative purposes or to take account of a change in legislation).
The Committee reserves the right to make any remuneration payments and/or payments for loss
of office (including exercising any discretions available to it in connection with such payments)
notwithstanding that they are not in line with the policy set out above where the terms of the
payment were agreed (i) before the 2014 AGM (the date the Company’s first shareholder-approved
Directors’ Remuneration Policy came into effect); (ii) before this Policy came into effect, provided
that the terms of the payment were consistent with the shareholder approved Directors’
Remuneration Policy in force at the time they were agreed; or (iii) at a time when the relevant
individual was not a Director of the Company and, in the opinion of the Committee, the payment
was not in consideration for the individual becoming a Director of the Company. For these purposes
‘payments’ includes the Committee satisfying awards of variable remuneration and, in relation to an
award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.
Choice of performance measures and approach to target setting
Under the senior annual Bonus Plan, an underlying profit-based objective will be used as the
primary performance metric. Such a measure will be used as it aligns to growth in underlying
profitability of the Group. Other strategic metrics, including sustainability, may be used where
it is considered that they provide clear alignment with the evolving strategy of the Group.
In terms of long-term performance targets, PSP awards vest subject to:
• financial targets (for example, EPS or ROIC) that are informed by the Group’s long-term
financial ambitions;
• shareholder return targets (for example, relative TSR) which provide clear alignment of interests
between shareholders and Executives; and
• strategic targets (for example, New and Protected Products (NPP) and sustainability targets)
that align to our long-term strategic ambitions (for example, commitment to being sustainability
leaders, and to grow through innovation).
The Committee retains the discretion to adjust both the measures and weightings (including to
0%) for each PSP award, subject to the broad framework in the Policy table above.
Financial and shareholder return targets (for example, profit growth for the senior annual Bonus
Plan and EPS growth, relative TSR and ROIC for the PSP) are set based on sliding scales that
take account of internal planning and external market expectations for the Group. In relation to
strategic targets or underpin targets, the structure of the target will vary based on the nature of
the target set. Targets and underpins may be set which provide for Committee judgement in
assessing the extent to which they have been met.
In addition, prior to the determination of final outcomes, the Committee will apply its Discretion
Framework to enhance the rigour and consistency of any payments and to ensure they truly
align to overall Group performance and the wider stakeholder experience. While the Committee
anticipates that any such discretion would normally result in a reduction, the Committee reserves
the right to make an upwards adjustment if considered appropriate.
Remuneration Committee report continued
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Remuneration scenarios for Executive Directors Recruitment and Promotion Policy
For Executive Director recruitment and/or promotion situations, the Committee will follow the
guidelines below:
Remuneration
element Policy
Base salary Base salary levels will be set in accordance with the Group’s Remuneration Policy,
taking into account the experience and calibre of the individual. 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 increases in subsequent years, in order to bring
the salary to the desired positioning, subject to the individual’s performance. Above
market salaries may also be offered if the experience and calibre of the candidate is
considered to justify such an approach being taken by the Committee.
Benefits Benefits in accordance with the Remuneration Policy table. In addition, where
necessary, the Committee may approve the payment of additional benefits to
facilitate recruitment (for example, relocation expenses).
Pension Pension in accordance with the current policy. For an internal promotion, any legacy
defined benefit pension arrangements would be considered on a case by case basis.
Annual bonus The annual bonus would operate in accordance with the current policy, with a
maximum opportunity no greater than the 200% of salary exceptional limit set out in
the Policy table. For the first year the annual bonus would be pro-rated for the period
of employment as appropriate.
Long-term
incentives
Share awards will be granted in accordance with the current policy in terms of
maximum opportunity and performance targets. An award may be made shortly after
an appointment (subject to the Company not being in a prohibited period). For an
internal hire, existing awards would continue over their original vesting period and
remain subject to their terms as at the date of grant.
Buy-out
awards
In the case of an external hire it may be necessary to buy-out incentive pay, benefit or
other contractual arrangements (including in relation to the forfeiture of such amounts
on leaving the previous employer). Any such buy-out would be provided for taking
into account the form (cash or shares), timing and performance conditions of the
remuneration being forfeited. Replacement share awards, if used, will be granted
using the Company’s existing share plans within the limits detailed in the Remuneration
Policy table. Awards may also be granted outside of these schemes if necessary and
as permitted under the Listing Rules.
Remuneration Committee report continued
Assumptions:
• Below threshold = fixed pay only (base salary, benefits and pension)
• On-target = 50% payable of the 2026 annual bonus and 62.5% vesting of the 2026 PSP awards
• Maximum = 100% payable of the 2026 annual bonus, 100% vesting of the 2026 PSP awards
• Maximum plus 50% share price growth = as per maximum but including 50% share price growth
of the PSP award.
Salary levels (on which elements of the package are calculated) are based on those applying on
1 January 2026. The value of taxable benefits is based on an estimate of the cost of supplying
those benefits for the year ended 31 December 2025, as Stephen Oxley was appointed from
1 April 2025 this figure has been amended to reflect a full-year. Pension is 20% of salary. The
Executive Directors can participate in the all-employee share plans on the same basis as other
employees. The value that may be received from participating in these schemes has been
excluded from the graph above.
Below
Threshold
Target Maximum Maximum
plus 50% share
price growth
Below
Threshold
Target Maximum Maximum
plus 50% share
price growth
100%
45.6%
17.3% 34.6% 25.9% 22.2%
42.6% 23.8% 33.6%
31.9% 22.5%
100%
41.8%
18.6%
£5,429k
£4,421k
£2,960k
£995k
£3,439k
£2,844k
£1,952k
£763k
37.1% 26.0% 18.3%
38.1% 22.8% 39.1%
31.4% 26.8%
Annual bonus Long-Term Share Awards Share price growth
Fixed
Group Chief Executive Chief Financial Officer
107 Croda International Plc Annual Report & Accounts 2025
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Directors’ service contracts and payments for loss of office
Executive Directors’ service contracts are permanent and terminable by the Company on at least
12 months’ notice and by the Director on at least six months’ notice, save on retirement where the
Director must give at least 12 months’ notice to the Company.
In respect of termination, the Committee’s policy is to deal with each case on its merits, in
accordance with the law and any further policy adopted by the Committee at the time. In the
event of early termination, other than for cause, the relevant Director’s current salary and
contractual benefits would be taken into account in calculating any liability of the Company.
The principal contractual benefits provided in addition to salary are the provision of a car or car
allowance, private fuel allowance, pension, medical insurance, life assurance and travel allowance
(where paid). Annual bonuses and long-term incentives are non-contractual and are dealt with in
accordance with the rules of the relevant schemes.
The Committee’s policy is for contracts to contain provisions which enable the Company to
terminate contracts at any time with immediate effect. The Executive Director would be entitled
to receive compensation equivalent to up to 12 months’ salary plus the value of their pension
benefits (currently valued at 20% of basic salary) and the value of other benefits, payable in a
lump sum or in equal monthly instalments over the full notice period or, if less, the remainder of
any notice period not yet completed. Such payments would normally discontinue or reduce to the
extent that alternative employment is obtained.
An Executive Director’s service contract may be terminated without notice for certain events such
as gross misconduct. No payment or compensation beyond sums accrued up to the date of
termination will be made if such an event occurs.
Payments may be made in respect of the Director’s legal and/or professional advice fees in
connection with their cessation of office or employment and/or fees for outplacement assistance.
Payments may be made in respect of accrued but untaken holiday.
Other than in the event of a good leaver circumstance, at the discretion of the Committee, no
bonus may be payable unless the individual remains employed and is not under notice at the
payment date. In the event that an individual does cease employment as a good leaver, bonuses
would become payable subject to performance assessment, and time pro-rating. A portion of
any bonus payable will normally be deferred into shares in line with normal policy, although the
Committee retains the discretion to allow awards to be delivered wholly in cash. Good leaver
circumstances include circumstances such as death, injury, ill-health or disability, redundancy,
transfer or sale of the employing company or business, retirement with the Company’s agreement
or other circumstances at the discretion of the Committee (reflecting the circumstances that
prevail at the time).
The treatment for DBSP awards previously granted to an Executive Director will be determined
based on the plan rules. DBSP awards will normally subsist, except in the circumstance where an
individual is summarily dismissed. The default treatment is that deferred shares will be delivered
at the normal time, although the Committee may permit the awards to vest earlier.
The treatment for PSP awards previously granted to an Executive Director will be determined
based on the plan rules. The default treatment will be for outstanding awards to lapse on cessation
of employment. In relation to awards granted under the PSP, in certain prescribed circumstances,
such as death, injury, ill-health or disability, redundancy, transfer or sale of the employing company
or business, retirement with the Company’s agreement or other circumstances at the discretion of
the Committee (reflecting the circumstances that prevail at the time) ‘good leaver’ status applies.
If treated as a good leaver, awards will be eligible to vest subject to performance conditions, which
will be measured over the performance period (unless the Committee permits the award to vest at
an earlier date) and will be reduced pro-rata (unless the Committee considers it appropriate not to
do so) to reflect the proportion of the period between grant and normal vesting date actually served.
Awards are released at the end of the holding period unless the Committee decides to release the
shares earlier.
Treatment of shares awarded under HMRC all-employee plans or equivalent will be in line with
the share plan rules.
Treatment of incentive awards in the event of a change of control or similar corporate event will
be in line with the relevant plan rules.
Shareholding guidelines
The Committee operates share ownership guidelines which apply to all Executive Directors and
the Group Executive Committee. The Group Chief Executive is subject to a share ownership
guideline of 250% of salary and the other Executive Directors to 200% of salary.
It is expected that the guideline will be met within a five-year time period from its adoption
(or date of joining for new appointments) through a combination of share purchases and the
retention of incentive shares. On the exercise of Sharesave options or the vesting of awards from
the Company’s long-term incentive plans, Executives are required to retain shares awarded
representing 50% of the net of tax gain until the ownership target is met or exceeded. The
Committee retains discretion to determine shares which count towards the share ownership
guidelines.
Executive Directors will also normally be required to retain a shareholding for two years after
leaving the Company. They will be required to retain 100% of their shareholding guideline (or the
actual shareholding of relevant shares on leaving, if lower) for two years after leaving employment.
The Committee has the discretion to waive this requirement in certain circumstances (for example,
compassionate circumstances).
External appointments
Executive Directors may accept external non-executive appointments with the prior approval of
the Board. It is normal practice for Executive Directors to retain fees provided for non-executive
director appointments.
Remuneration Committee report continued
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Non-Executive Directors’ letters of appointment
The Chair and Non-Executive Directors have letters of appointment for an initial fixed term
ofthree years subject to earlier termination by either party on written notice. In each case, this
term can be extended by mutual agreement. Non-Executive Directors have no entitlement
tocontractual termination payments. While not anticipated, the Policy allows flexibility to pay
anotice payment if considered appropriate. The dates of the initial appointments of the
Non-Executive Directors are set out in the Annual Report on Remuneration.
Non-Executive Directors’ fees
The policy on Non-Executive Directors’ fees is:
Operation Maximum opportunity
Framework used to assess
performance and for the
recovery of sums paid
To provide a competitive fee which will attract those high-calibre individuals who, through their
experience, can further the interests of the Group through their stewardship and contribution
tostrategic development
Fee levels are set by reference to the expected time
commitments and responsibilities, and are periodically
benchmarked against relevant market comparators, as
appropriate, reflecting the size and nature of the role.
The Chair and Non-Executive Directors are paid an
annual fee and do not participate in any of the Company’s
incentive arrangements or receive any pension provision.
The Policy provides flexibility for a portion of fees to be
delivered as shares.
The Non-Executive Directors receive a basic Board fee,
with additional fees payable for chairmanship of the
Company’s key Committees and for performing the
Senior Independent Director role. Additional fees may
be payable for other additional responsibilities and/or
additional time commitment.
All Non-Executive Directors are reimbursed for travel
and related business expenses reasonably incurred
in performing their duties (and associated tax on
these expenses).
Fee levels will
beeligible for
increases during
the period that
theRemuneration
Policy operates
toensure they
continue to
appropriately
recognise the time
commitment of
therole, increases
to fee levels for
Non-Executive
Directors in
general and
feelevels in
companies of
asimilar size
andcomplexity.
None.
How the Executive Directors’ Remuneration Policy relates to the wider Group
The Executive Directors’ Remuneration Policy provides an overview of the structure that operates
for the Group Executive Directors and those senior Executives forming the Group Executive
Committee (noting, however, that there are some differences in PSP participation and application
of holding periods and shareholding requirement, within this group).
The Committee is made aware of pay structures across the Group when setting the Remuneration
Policy for Executive Directors. The key difference is that, overall, the Remuneration Policy for
Executive Directors is more heavily weighted towards variable pay and share ownership, than
for other employees.
Base salaries are operated under the same policy as detailed in the Remuneration Policy table
with any comparator groups used as a reference point, being country and/or industry specific.
The Committee considers the general basic salary increase for the broader Group and, in
particular the UK-based employees when determining the annual salary review for the Executive
Directors. The performance related bonus scheme operates on a tiered basis from 175% of salary
down to 22% of salary across the most senior global grades. Outside of the most senior tiers of
Executives, the PSP is not operated as this arrangement is reserved for those anticipated as
having the greatest potential to influence Group level performance.
However, the Committee believes in wider employee share ownership and promotes this through
the operation of the HMRC tax approved all-employee share schemes which are open to all UK
employees. Other similar share schemes are offered in other jurisdictions where local securities
laws allow. The Company also operates a Free Share Plan which provides awards of free shares
or the cash equivalent to eligible employees, with awards vesting where a bonus payment is paid
under the terms of the Company’s Group Profit Incentive Bonus Scheme in respect of the financial
year concerned.
Executive Director pensions are aligned with the UK workforce and 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. The UK
workforce defined benefit pension plan is a generous and inclusive benefit for our UK workforce.
How the views of employees are taken into account
The Group has a diverse workforce operating globally in 36 different countries, with various local
pay practices. The President Human Resources updates the Committee periodically on feedback
received on remuneration practices across the Group. In developing this Remuneration Policy, the
Committee devoted time at the outset in considering the principles which apply to remuneration
across the workforce. This included consideration of the ‘One Croda’ culture, as well as Croda’s
values and purpose. While the views of the global workforce were not explicitly sought during
the process, alignment across the workforce was a key theme of the review.
How the views of shareholders are taken into account
In developing this Remuneration Policy, the Committee undertook an extensive shareholder
consultation exercise, and the Chair of the Committee met with key shareholders to discuss
the principles for the review and initial proposals. The Committee also considered emerging
shareholder views in key governance areas. Feedback received during the consultation period
was taken into account when developing the final Remuneration Policy and modifications were
made to the proposed Policy. An overview of the shareholder consultation process is outlined on
pages 79 and 80.
Remuneration Committee report continued
109 Croda International Plc Annual Report & Accounts 2025
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Other disclosures
Pages 49 to 113 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 (2024: 63.0p). If approved by shareholders, total dividends
for the year will amount to 111.0p per share (2024: 110.0p).
Details of dividends are shown in note 8 on page 148; details
of the Company’s Dividend Reinvestment Plan can be found
on page 192. 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 169.
In response to a rise in the number of uncashed dividend
cheques, dividend payments will now only be made by
electronic means. 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 192.
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 51 to 53.
In line with the 2024 UK Corporate Governance Code, each
Director will be standing for election or re-election at the AGM.
Details of the Directors’ service contracts are given in the
Directors’ Remuneration Report on page 96.
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 91.
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 2025 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.
Directors’ report
Directors’ report
110 Croda International Plc Annual Report & Accounts 2025
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Power to issue or buy back shares
At the 2025 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 2026 AGM, that is 22 April 2026, and so the
Directors propose to renew them for a further year.
Substantial shareholdings
As at 31 December 2025, in accordance with DTR 5, the holders
of notifiable interests in the Company’s share capital are shown
in the table below.
Number of
shares
% of issued
capital
Norges Bank 12,932, 851 9.26%
Standard Latitude Master Fund Ltd 7,649,471 5.48%
Massachusets Financial Services
Company 7,360,000 5.27%
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 2025, 78.53% of
our UK employees and 53.55% of our non-UK employees
participated in one of our all-employee share plans, indicating
employees’ continued desire to be involved in the Company.
Our people 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; Viva Engage; and Croda Now all
company 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. Our employee listening and
engagement platform, YourVoice, launched in March, enabling
a data-led insights approach that is the foundation of how we
receive and act upon feedback from our people. 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 the YourVoice platform. How the Directors
engaged with employees and considered their interests when
taking key decisions is further detailed on pages 57 to 60.
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 page 48 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
page 181.
• Information on energy consumption can be found on page 183.
• Information on energy efficiency can be found on page 183.
• Information on gas emissions, energy consumption and
energy efficiency – other disclosures can be found on page 183.
• 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 41 to 47.
Directors’ report continued
111 Croda International Plc Annual Report & Accounts 2025
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• Further details of the actions which the Group is taking to
reduce emissions can also be found on pages 178 to 184.
• 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 40.
• Information on the appropriateness of adopting the going
concern basis of the accounts can be found on page 134.
• Our approach to risk management can be found on pages
33 to 34.
• Details of the services provided to shareholders can be
found on pages 192 to 193 and on the Company’s website.
• An indication of the Company’s overseas branches is on
pages 189 to 191.
• The Company’s compliance with the 2024 UK Corporate
Governance Code is stated on page 49.
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.
References in this document to other documents on the
Company’s website 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 22 April 2026.
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.
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
(2024: £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 161 to 164.
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 Page 93
(4) (5) Waiver of emoluments by a Director Page 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 112
(9) (10) Controlling shareholder disclosures Not applicable
(11) (12) Dividend waiver Page 110
(13) Independence from controlling
shareholder Not applicable
Directors’ report continued
112 Croda International Plc Annual Report & Accounts 2025
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Directors’ report continued
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 23 February 2026 and is signed on its behalf by
Tom Brophy,
Group General Counsel, Company Secretary
andPresidentSustainability
23 February 2026
113 Croda International Plc Annual Report & Accounts 2025
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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 2025, and of the Group’s profit for the year
then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with 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 2025 (‘FY25’) 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 Statement of Changes in Equity; and
Notes
1 to 28 to the Group financial statements, including the accounting policies on pages 134 to 142.
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 174.
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.
114 Croda International Plc Annual Report & Accounts 2025
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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 2025, and of the Group’s profit for the year
then ended;
•
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
•
the Parent Company financial statements have been properly prepared in accordance with 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 2025 (‘FY25’) 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 Statement of Changes in Equity; and
Notes 1 to 28 to the Group financial statements, including the accounting policies on pages 134 to 142.
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 174.
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.
KPMG LLP’s Independent Auditor’s Report continued
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.
We
have also considered the impacts of the business transformation programme which includes asset impairments
throughout our risk assessment and concluded these do not give rise to a key audit matter nor a significant risk.
Key
Audit Matters (‘KAM’)
Vs FY24 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 AC met five times. KPMG are invited to attend all AC meetings and are provided with an opportunity to me
et with the AC in private sessions without the Executive
Directors being present. For each Key Audit Matter, we have set out commun
ications 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
77 are materially consistent with our observations of those meetings.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
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 FY25 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
8 financial years ended 31 December 2025.
The Group engagement partner is required to rotate every
5 years. As these are the fifth set of the Group’s financial
statements signed by Ian Griffiths, he will be required to rotate off after the FY
25 audit.
The average tenure of component engagement partners is
3.9 years, with the shortest being 1 and the
longest being
7.
Total audit fee
£2.9m
Audit related fees (including interim review)
£
0.2m
Other services
-
Non-audit fee as a % of total audit and audit
related fee %
-
Date first appointed
25 April 2018
Uninterrupted audit tenure
8 years
Next financial period which requires a tender
2028
Tenure of Group engagement partner
5 years
Average tenure of component
engagement partners
3.9 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 £15.0m (FY24: £16.0m)
and for the Parent Company financial statements as a whole at £
7.4m (FY24: £7.9m).
Consistent with FY
24, we determined Group materiality with reference to a benchmark of normalised Group profit
before tax
from continuing operations(‘PBTCO’) of £240.5m (2024: £222.8m) 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
. We further adjusted this normalised Group PBTCO by averaging over 5 years. The
items we adjusted for were
various asset impairments, recognition of an onerous contract provision and business
transformation costs
(2024: restructuring costs, business transformation costs, and movements in environmental
provisions). We selected
5 years (2024: 5 years) to average PBTCO to account for the fluctuations in the business
Group
’s performance due to events such as the Group’s PTIC disposal, acquisitions, and revenue generated from
the Group’s involvement in the Covid
-19 vaccination programme. As such, we based our Group materiality on
normalised and adjusted PBTCO, of which it
represents 4.7% (FY24: 4.9%).
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% (FY24: 0.3%).
GG
r
r
o
o
u
u
p
p
Group Materiality
GG
P
P
M
M
Group Performance Materiality
HH
C
C
M
M
Highest Component Materiality
PP
L
L
C
C
Parent Company Materiality
LL
C
C
M
M
Lowest Component Materiality
AA
M
M
P
P
T
T
Audit Misstatement Posting Threshold
KPMG LLP’s Independent Auditor’s Report continued
Group
15.0
16.0
11.2
12.0
8.8
8.8
7.4
7.9
1.6
0.75
0.80
GPM
HCM
PLC
LCM
AMPT
2025
Materiality levels used in our audit
2024
3.0
116 Croda International Plc Annual Report & Accounts 2025
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KPMG LLP’s Independent Auditor’s Report continued
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 FY25 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 8 financial years ended 31 December 2025.
The Group engagement partner is required to rotate every 5 years. As these are the fifth 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 3.9 years, with the shortest being 1 and the
longest being 7.
Total audit fee
£2.9m
Audit related fees (including interim review)
£0.2m
Other services
-
Non-audit fee as a % of total audit and audit
related fee %
-
Date first appointed
25 April 2018
Uninterrupted audit tenure
8 years
Next financial period which requires a tender
2028
Tenure of Group engagement partner
5 years
Average tenure of component
engagement partners
3.9 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 £15.0m (FY24: £16.0m)
and for the Parent Company financial statements as a whole at £7.4m (FY24: £7.9m).
Consistent with FY24, we determined Group materiality with reference to a benchmark of normalised Group profit
before tax from continuing operations(‘PBTCO’) of £240.5m (2024: £222.8m) 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. We further adjusted this normalised Group PBTCO by averaging over 5 years. The
items we adjusted for were various asset impairments, recognition of an onerous contract provision and business
transformation costs (2024: restructuring costs, business transformation costs, and movements in environmental
provisions). We selected 5 years (2024: 5 years) to average PBTCO to account for the fluctuations in the business
Group’s performance due to events such as the Group’s PTIC disposal, acquisitions, and revenue generated from
the Group’s involvement in the Covid-19 vaccination programme. As such, we based our Group materiality on
normalised and adjusted PBTCO, of which it represents 4.7% (FY24: 4.9%).
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% (FY24: 0.3%).
GGrroouupp
Group Materiality
GGPPMM
Group Performance Materiality
HHCCMM
Highest Component Materiality
PPLLCC
Parent Company Materiality
LLCCMM
Lowest Component Materiality
AAMMPPTT
Audit Misstatement Posting Threshold
KPMG LLP’s Independent Auditor’s Report continued
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 involve
ment required from our component auditors around the world.
Of the Group’s
82 (FY24: 83) reporting components, we performed audit procedures over 13 (FY24: 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 a
t 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
71% (FY24: 68%) of Group revenue.
We performed audit procedures at the components that accounted
for
53% (FY24: 57%) of Group profit before tax and 48% (FY24: 51%) of
Group total assets. In addition, at the Group level, we performed audit
procedures over goodwill and deferred tax assets that together
accounted for a further
24% (FY24: 23%) of the Group total 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 st
atements. 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
41 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 134.
We performed a risk assessment, taking into account climate change risks and commitments made by the Group, considering how c
limate 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 of 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 considered in particular the potential impact on the recoverable amount of goodwill and intangible assets, the est
imates 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 statements 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
41 to 47 and considered consistency with the financial
statements and our audit knowledge.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
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.
•
Geopolitical tensions introducing uncertainty for both demand and supply across the industry.
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
134.
Accordingly, based on those procedures, we found the
Directors’ use of the going concern basis of accounting without any material
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
made,
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 134 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 134 to be
acceptable; and
•
The related statement under the UK Listing Rules set out on page
40 is materially consistent with the financial statements and our
audit knowledge.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
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 continue 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.
•
Geopolitical tensions introducing uncertainty for both demand and supply across the industry.
We also considered less predictable but realistic second order impacts, such as regulatory incidents, site incidents and impact of product
quality issues leading to a product recall or loss of revenue which could result in a rapid reduction of available financial 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 account the Group’s
current and projected cash and facilities (a reverse stress test). We also assessed the completeness of the going concern disclosure on
page 134.
Accordingly, based on those procedures, we found the Directors’ use of the going concern basis of accounting without any material
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 made,
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 134 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 134 to be
acceptable; and
•
The related statement under the UK Listing Rules set out on page
40 is materially consistent with the financial statements and our
audit knowledge.
KPMG LLP’s Independent Auditor’s Report continued
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 40 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 40 under the UK 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 with jud
gements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guara
ntee as to the 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 financ
ial 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 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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4
.1 Valuation of UK defined benefit pension scheme liabilities (Group)
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Our assessment is that the risk is similar to FY24
FY25: Acceptable
FY24: Acceptable
Gross defined benefit obligations £
763.0m (FY24: £781.4m);
although this specific risk is only associated with the UK
scheme £
641.5m (FY24: £653.9m)
£641.5m £653.9m
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:
•
B
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i
i
o
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:
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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.
•
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t
t
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a
a
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’
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e
e
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a
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:
:
we assessed the competence, capabilities, and objectivity of the Group’s actuarial expert.
•
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n
n
s
s
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i
t
t
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l
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:
:
we assessed the sensitivity of the defined benefit obligation to changes in key assumptions.
•
A
A
s
s
s
s
e
e
s
s
s
s
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n
n
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:
:
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 test
s 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 (2024 result: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 77 for details on how the Audit Committee considered this key audit matter area as an area of
significant attention, page 135 for the significant accounting judgements and estimates, and page149/note 11 for the financial disclosures.
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4.1 Valuation of UK defined benefit pension scheme liabilities (Group)
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Our assessment is that the risk is similar to FY24
FY25: Acceptable
FY24: Acceptable
Gross defined benefit obligations £763.0m (FY24: £781.4m);
although this specific risk is only associated with the UK
scheme £641.5m (FY24: £653.9m)
£641.5m
£653.9m
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:
•
BBeenncchhmmaarrkkiinngg aassssuummppttiioonnss::
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.
•
AAccttuuaarryy’’ss ccrreeddeennttiiaallss::
we assessed the competence, capabilities, and objectivity of the Group’s actuarial expert.
•
SSeennssiittiivviittyy aannaallyyssiiss::
we assessed the sensitivity of the defined benefit obligation to changes in key assumptions.
•
AAsssseessssiinngg ttrraannssppaarreennccyy::
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 (2024 result: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 77 for details on how the Audit Committee considered this key audit matter area as an area of
significant attention, page 135 for the significant accounting judgements and estimates, and page149/note 11 for the financial disclosures.
KPMG LLP’s Independent Auditor’s Report continued
4
.2 Recoverability of Parent Company’s investments in subsidiaries (Parent Company)
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Our assessment is that the risk is similar to FY24.
FY25: Acceptable
FY24: Acceptable
Investments in subsidiaries
£1,522.3 £1,521.4m
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%
(FY24: 53%) 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 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 (2024: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 77 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 174 for the accounting policy on Parent Company’s carrying value of investments in subsidiaries, and page 175/note F for the financial
disclosures.
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5. Our ability to detect irregularities, and our response
F
raud – 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.
Risk
communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout th
e audit. This included communication from the Group audit
team to component auditors of relevant fraud risks identified at the Grou
p level and requesting component 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 t
o 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 fraudulent 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.
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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.
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 component 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 fraudulent 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.
KPMG LLP’s Independent Auditor’s Report continued
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 stat
ements from our general commercial and sector
experience, through discussion with the Directors and other management (as required b
y 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 reg
ulations.
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 regulation
s 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 l
aws and regulations that directly affect the financial
statements including financial reporting legislation (including related comp
anies’ 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 state
ment 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 t
he 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 natu
re 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 e
vident 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 misst
atements in the financial statements, even though we
have properly planned and performed our audit in accordance with auditing stan
dards. 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 auditin
g 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 ma
terial misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all
laws and regulations.
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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.
£
15.0m
(FY
24: £16.0m)
Materiality for
the G
roup
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 £
15.0m (FY24: £16.0m). This was determined with reference to a benchmark of normalised Group profit before tax from
continuing operations (‘PBTCO’), averaged over
5 years.
Consistent with FY
24, we determined Group materiality with reference to a benchmark of normalised Group profit before tax (‘PBTCO’) of £240.5m (2024: £222.8m) as Croda is a profit-
making trading business. We normalised PBTCO by adding back adjustments that do not represent the normal, continuing operatio
ns of the Group. We further adjusted this normalised
Group PBTCO
by averaging over 5 years. The items we adjusted for were various asset impairments, recognition of an onerous contract provision and business transformation costs
(
2024: restructuring costs, business transformation costs, and movements in environmental provisions). We selected 5 years (2024: 5 years) to average PBTCO to account for the
fluctuations in the business Group
’s performance due to events such as the Group’s PTIC disposal, acquisitions, and revenue generated from the Group’s involvement in the Covid-19
vaccination programme
. As such, we based our Group materiality on normalised and adjusted PBTCO, of which it represents 4.7% (FY24: 4.9%).
Our Group materiality of £
15.0m (FY24: £16.0m) was determined by applying a percentage to the Group normalised PBTCO. When using a benchmark of normalised PBTCO to determine
overall materiality, KPMG’s approach for public interest entities considers a guid
eline range 3% – 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.7%
(FY
24: 4.9%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £
7.4m (FY24: £7.9m), which is the component materiality for the Parent Company determined by the Group
auditor. This is lower than the materiality we would otherwise have determi
ned with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY24: 0.3%).
£
11.2m
(FY
24: £12.0m)
Performance
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% (FY24: 75%) of materiality for Croda International Plc Group financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £
5.6m (FY24: £5.9m), which equates to 75% (FY24: 75%) of materiality for 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.
£
0.75m
(FY
24: £0.8m)
Audit
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 International Plc’s Audit Committe
e.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at
5% (FY24: 5%) of our materiality for the Group financial statements. We also report to the Audit Committee any other identified
misstatements that warrant reporting on qualitative grounds.
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KPMG LLP’s Independent Auditor’s Report continued
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.
£15.0m
(FY24: £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 £15.0m (FY24: £16.0m). This was determined with reference to a benchmark of normalised Group profit before tax from
continuing operations (‘PBTCO’), averaged over 5 years.
Consistent with FY24, we determined Group materiality with reference to a benchmark of normalised Group profit before tax (‘PBTCO’) of £240.5m (2024: £222.8m) 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. We further adjusted this normalised
Group PBTCO by averaging over 5 years. The items we adjusted for were various asset impairments, recognition of an onerous contract provision and business transformation costs
(2024: restructuring costs, business transformation costs, and movements in environmental provisions). We selected 5 years (2024: 5 years) to average PBTCO to account for the
fluctuations in the business Group’s performance due to events such as the Group’s PTIC disposal, acquisitions, and revenue generated from the Group’s involvement in the Covid-19
vaccination programme. As such, we based our Group materiality on normalised and adjusted PBTCO, of which it represents 4.7% (FY24: 4.9%).
Our Group materiality of £15.0m (FY24: £16.0m) was determined by applying a percentage to the 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 4.7%
(FY24: 4.9%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £7.4m (FY24: £7.9m), which is the component materiality for the Parent Company determined by the Group
auditor. This is lower than the materiality we would otherwise have determined with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY24: 0.3%).
£11.2m
(FY24: £12.0m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so 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% (FY24: 75%) of materiality for Croda International Plc Group financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £5.6m (FY24: £5.9m), which equates to 75% (FY24: 75%) of materiality for 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.
£0.75m
(FY24: £0.8m)
Audit
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 view. 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 International Plc’s Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY24: 5%) of our materiality for the Group financial statements. We also report to the Audit Committee any other identified
misstatements that warrant reporting on qualitative grounds.
KPMG LLP’s Independent Auditor’s Report continued
The overall materiality for the Group financial statements of £15.0m (FY24: £16.0m) compares as follows to the main financial statement caption amounts:
Total Group revenue Group profit before tax Total Group assets
FY25
FY24
FY25
FY24
FY25
FY24
Financial statement caption
£1,699.4m
£1,628.1m
£91.0m
£207.8m
£3,411.0m
£3,509.3m
Group
materiality as % of caption
0.9%
1.0%
16.5%
7.7%
0.4%
0.5%
7. The scope of our audit
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the Group.
The Group has
82 (FY24: 83) reporting components. 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 risk of material misstatements (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 b
enchmark for our materiality. This includes the audit of the Parent Company, which is also performed by the
Group team.
We set the component materialities, ranging from £3.0m to £8.8m, having regard to the mix of size and risk profile of the Group across the components.
Our audit procedures covered
71% (FY24: 68%) of Group revenue. We performed audit procedures at the components that accounted for 53% (FY24: 57%) of Group profit before tax and 48%
(FY
24: 51%) of Group total assets. In addition, at the Group level, we performed audit procedures over goodwill and deferred tax assets that together accounted for a further 24% (FY24: 23%)
of the Group total assets.
For the remaining components for which we performed no audit procedures, no component represented more than
3% (FY24: 3%) of Group total revenue, 9% (FY24: 4%) of Group profit
before tax or
3% (FY24: 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
We
identified the main centralised finance IT system, which primarily relies on a single core ERP system, along with a range of ancillary specific supporting applications and tools, 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
12 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 occurre
d in the Group and therefore they currently use other
finance systems, ahead of planned integration into the Group’s core systems.
For all components where we performed audit procedures we, with the assistance of our IT auditors,
obtained an understanding of the relevant IT systems for the purposes of our audit work.
Having considered the efficiency and effectiveness of approaches to gain the appropriate audit evidence, we took a predominan
tly substantive approach to the audit. This included a data-
oriented approach to testing revenue and journals using analytical rout
ines, by performing data and analytics routines for the 11 components on the single core ERP system. For the other
component, we planned and performed additional substantive testing rather than relying on controls. The Group team assessed t
he outputs of these routines before sending outputs to
component auditors and instructing them to test transactions meeting certain criteria. For one other component, the component
auditor also used data and analytic routines. Given that we
did not plan to rely on IT controls in our audit, a direct testing approach was used over the completeness and reliability of
data used in substantive procedures, including in relation to our
testing of automated and manual journals
.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
Group
auditor
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by component auditors.
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 the UK, the USA 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.
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.
A
ll 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
ly
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.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
Group auditor
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by component auditors.
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 the UK, the USA 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.
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 audit 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 properly
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.
KPMG LLP’s Independent Auditor’s Report continued
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 UK 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.
KPMG LLP’s Independent Auditor’s Report continued
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KPMG LLP’s Independent Auditor’s Report continued
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 113, 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
23 February 2026
KPMG LLP’s Independent Auditor’s Report continued
128 Croda International Plc Annual Report & Accounts 2025
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KPMG LLP’s Independent Auditor’s Report continued
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 113, 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
23 February 2026
Group Consolidated Statements
Group Income Statement
for the year ended 31 December 2025
2025
2024
Adjustments
Revenue
1
1,699. 4
–
1,699. 4
1,6 28. 1
–
1,6 28. 1
Cost of sales
(953 .7)
–
(953 .7)
(894.2)
–
(894.2)
Gross profit
745.7
–
745.7
73 3. 9
–
73 3. 9
Operating costs
2
(45 0.4)
(185 .2)
(635 .6)
(454.2)
(5 2.2)
(506.4)
Operating profit
3
295.3
(185 .2)
110.1
279 .7
(5 2.2)
227. 5
Financial costs
4
(28.3)
–
(28.3)
(3 1.0)
–
(3 1.0)
Financial income
4
9.2
–
9.2
11.3
–
11.3
Profit before tax
276.2
(185 .2)
91.0
260 .0
(5 2.2)
207 .8
Tax
5
(69.5)
43.2
(26.3)
(59.8)
11.6
(48.2)
Profit after tax for the year
206.7
(14 2.0)
64.7
200. 2
(40. 6)
159 .6
Attributable to:
Non-controlling interests
2.7
–
2.7
1.1
–
1.1
Owners of the parent
204. 0
(142.0)
62.0
199. 1
(40. 6)
158.5
206.7
(142.0)
64. 7
200. 2
(40. 6)
159 .6
Earnings per 10.61p ordinary share
Pence
Pence
Pence
Pence
Basic
7
14 6.2
44. 4
142. 6
113. 5
Diluted
7
14 6.1
44. 4
142. 5
113. 5
Group Statement of Comprehensive Income
for the year ended 31 December 2025
2025
2024
Profit after tax for the year
64.7
159 .6
Other comprehensive income/(expense):
Items that will not be reclassified subsequently
to profit or loss:
Remeasurements of post-retirement benefit obligations
11
2.5
15.5
Tax on items that will not be reclassified
5
(0.5)
(3.9)
2.0
11.6
Items that have been or may be reclassified subsequently
to profit or loss:
Currency translation
(2.8)
(9 0.3)
(2.8)
(9 0.3)
Other comprehensive expense for the year
(0.8)
(78.7)
Total comprehensive income for the year
63.9
80.9
Attributable to:
Non-controlling interests
2.2
0.9
Owners of the parent
61.7
80 .0
63.9
80.9
Arising from:
Continuing operations
63.9
80.9
129 Croda International Plc Annual Report & Accounts 2025
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Group Consolidated Statements continued
Group Balance Sheet
at 31 December 2025
2025
2024
Assets
Non-current assets
Intangible assets
12
1,284 .2
1,3 10 .6
Property, plant and equipment
13
985.8
1,0 82. 9
Right of use assets
14
63. 3
85.0
Investments
16
1.9
1.9
Deferred tax assets
6
31.0
14. 7
Retirement benefit assets
11
137.7
130. 0
2,503. 9
2,6 25.1
Current assets
Inventories
17
370.5
367.9
Trade and other receivables
18
363.8
349. 5
Cash and cash equivalents
20
172. 8
166. 8
907.1
884.2
Total assets
3,41 1.0
3,509.3
2025
2024
Liabilities
Current liabilities
Trade and other payables
19
(280. 5)
(274.0)
Borrowings and other financial liabilities
20
(148.1)
(3 5 .0)
Lease liabilities
14
(14 .5)
(13 .2)
Provisions
21
(6.8)
(6.5)
Current tax liabilities
(6.7)
(7.8)
(456. 6)
(336. 5)
Net current assets
450.5
547.7
Non-current liabilities
Borrowings and other financial liabilities
20
(47 0.3)
(580. 2)
Lease liabilities
14
(63. 7)
(70. 7)
Other payables
19
(1. 0)
(1. 1)
Retirement benefit liabilities
11
(23. 4)
(2 5.7)
Provisions
21
(29.4)
(17 .3)
Deferred tax liabilities
6
(164. 5)
(18 0. 9)
(752. 3)
(875.9)
Net assets
2,202.1
2,29 6.9
Equity
Ordinary share capital
22
15.1
15.1
Share premium account
707.7
70 7. 7
Reserves
1,464.3
1,559.7
Equity attributable to owners of the parent
2,187. 1
2,28 2.5
Non-controlling interests in equity
25
15.0
14. 4
Total equity
2,202.1
2,29 6.9
The financial statements on pages 129 to 171 were signed on behalf of the Board who approved
the accounts on 23 February 2026.
Danuta Gray
Stephen Oxley
Chair
Chief Financial Officer
Group Consolidated Statements continued
130 Croda International Plc Annual Report & Accounts 2025
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Group Consolidated Statements continued
Group Balance Sheet
at 31 December 2025
Note
2025
£m
2024
£m
Assets
Non-current assets
Intangible assets
12
1,284.2
1,310.6
Property, plant and equipment
13
985.8
1,082.9
Right of use assets
14
63.3
85.0
Investments
16
1.9
1.9
Deferred tax assets
6
31.0
14.7
Retirement benefit assets
11
137.7
130.0
2,503.9
2,625.1
Current assets
Inventories
17
370.5
367.9
Trade and other receivables
18
363.8
349.5
Cash and cash equivalents
20
172.8
166.8
907.1
884.2
Total assets
3,411.0
3,509.3
Note
2025
£m
2024
£m
Liabilities
Current liabilities
Trade and other payables
19
(280.5)
(274.0)
Borrowings and other financial liabilities
20
(148.1)
(35.0)
Lease liabilities
14
(14.5)
(13.2)
Provisions
21
(6.8)
(6.5)
Current tax liabilities
(6.7)
(7.8)
(456.6)
(336.5)
Net current assets
450.5
547.7
Non-current liabilities
Borrowings and other financial liabilities
20
(470.3)
(580.2)
Lease liabilities
14
(63.7)
(70.7)
Other payables
19
(1.0)
(1.1)
Retirement benefit liabilities
11
(23.4)
(25.7)
Provisions
21
(29.4)
(17.3)
Deferred tax liabilities
6
(164.5)
(180.9)
(752.3)
(875.9)
Net assets
2,202.1
2,296.9
Equity
Ordinary share capital
22
15.1
15.1
Share premium account
707.7
707.7
Reserves
1,464.3
1,559.7
Equity attributable to owners of the parent
2,187.1
2,282.5
Non-controlling interests in equity
25
15.0
14.4
Total equity
2,202.1
2,296.9
The financial statements on pages 129 to 171 were signed on behalf of the Board who approved
the accounts on 23 February 2026.
Danuta Gray
Stephen Oxley
Chair
Chief Financial Officer
Group Statement of Cash Flows
for the year ended 31 December 2025
2025
2024
Cash generated from operating activities
Cash generated by operations
i
367.6
403. 8
Interest paid
(25.3)
(28 .5)
Tax paid
(55.8)
(55.9)
Net cash generated from operating activities
286.5
319 .4
Cash flows from investing activities
Purchase of property, plant and equipment
13
(117 .7)
(17 8. 4)
Receipt of government grants
11.4
43.0
Purchase of other intangible assets
12
(2.2)
(3.4)
Proceeds from sale of property, plant and equipment
0.3
0.9
Tax paid on business disposals
–
(6.8)
Cash paid against non-operating provisions
21
(1.6)
(1. 3)
Interest received
3.0
6.9
Net cash used in investing activities
(106. 8)
(139.1)
2025
2024
Cash flows from financing activities
New borrowings
181.8
440. 4
Repayment of borrowings
(152. 5)
(449.4)
Payment of lease liabilities
14
(18. 1)
(17 .5)
Net transactions in own shares
(7.3)
(1. 8)
Dividends paid to equity shareholders
8
(154 .9)
(1 52.2)
Dividends paid to non-controlling interests
(1. 6)
(2. 1)
Net cash used in financing activities
(152. 6)
(18 2.6)
Net movement in cash and cash equivalents
ii, iii
27.1
(2. 3)
Cash and cash equivalents brought forward
141.7
150.2
Exchange differences
iii
(0.2)
(6.2)
Cash and cash equivalents carried forward
168.6
141. 7
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand
172. 8
166. 8
Bank overdrafts
(4. 2)
(2 5.1)
168.6
141. 7
Group Consolidated Statements continued
131 Croda International Plc Annual Report & Accounts 2025
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Group Consolidated Statements continued
Group Cash Flow Notes
for the year ended 31 December 2025
(i) Cash generated by operations
Note
2025
£m
2024
£m
Adjusted operating profit
295.3
279.7
Exceptional items
iv
(149.5)
(15.0)
Amortisation of intangible assets arising on acquisition
(35.7)
(37.2)
Operating profit
110.1
227.5
Adjustments for:
Depreciation and amortisation
137.0
135.8
Impairments on intangible assets and property,
plant and equipment
107.3
–
Loss on disposal and write-offs of intangible assets and
property, plant and equipment
–
0.6
Net provisions charged
21
24.6
13.4
Share-based payments
5.0
5.0
Non-cash pension expense
(1.0)
2.9
Net-monetary adjustment
1.5
5.0
Cash paid against operating provisions
21
(9.2)
(7.3)
Movement in inventories
(7.3)
(39.3)
Movement in receivables
(16.6)
21.3
Movement in payables
16.2
38.9
Cash generated by operations
367.6
403.8
(ii) Reconciliation to net debt
Note
2025
£m
2024
£m
Net movement in cash and cash equivalents
iii
27.1
(2.3)
Net movement in borrowings and other financial liabilities
iii
(11.2)
26.5
Change in net debt from cash flows
15.9
24.2
Non-cash movement in lease liabilities
(14.1)
(18.2)
Exchange differences
6.7
(0.7)
8.5
5.3
Net debt brought forward
(532.3)
(537.6)
Net debt carried forward
iii
(523.8)
(532.3)
(iii) Analysis of net debt
2025
£m
Cash
flow
£m
Exchange
movements
£m
Other
non-cash
£m
2024
£m
Cash and cash equivalents
172.8
5.9
0.1
–
166.8
Bank overdrafts
(4.2)
21.2
(0.3)
–
(25.1)
Movement in cash and cash
equivalents
27.1
(0.2)
–
Borrowings repayable within
one year
(143.9) (3.7) (2.4) (127.9) (9.9)
Borrowings repayable after
more than one year
(470.3) (25.6) 7.6 127.9 (580.2)
Lease liabilities
(78.2)
18.1
1.7
(14.1)
(83.9)
Movement in borrowings and
other financial liabilities
(11.2) 6.9 (14.1)
Total net debt
(523.8)
15.9
6.7
(14.1)
(532.3)
Included within other non-cash movements are £9.5m 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 £26.1m (2024: £10.2m). Details of exceptional items can be
found in note 3 on page 144.
Group Consolidated Statements continued
132 Croda International Plc Annual Report & Accounts 2025
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Group Consolidated Statements continued
Group Cash Flow Notes
for the year ended 31 December 2025
(i) Cash generated by operations
Note
2025
£m
2024
£m
Adjusted operating profit
295.3
279.7
Exceptional items
iv
(149.5)
(15.0)
Amortisation of intangible assets arising on acquisition
(35.7)
(37.2)
Operating profit
110.1
227.5
Adjustments for:
Depreciation and amortisation
137.0
135.8
Impairments on intangible assets and property,
plant and equipment
107.3
–
Loss on disposal and write-offs of intangible assets and
property, plant and equipment
–
0.6
Net provisions charged
21
24.6
13.4
Share-based payments
5.0
5.0
Non-cash pension expense
(1.0)
2.9
Net-monetary adjustment
1.5
5.0
Cash paid against operating provisions
21
(9.2)
(7.3)
Movement in inventories
(7.3)
(39.3)
Movement in receivables
(16.6)
21.3
Movement in payables
16.2
38.9
Cash generated by operations
367.6
403.8
(ii) Reconciliation to net debt
Note
2025
£m
2024
£m
Net movement in cash and cash equivalents
iii
27.1
(2.3)
Net movement in borrowings and other financial liabilities
iii
(11.2)
26.5
Change in net debt from cash flows
15.9
24.2
Non-cash movement in lease liabilities
(14.1)
(18.2)
Exchange differences
6.7
(0.7)
8.5
5.3
Net debt brought forward
(532.3)
(537.6)
Net debt carried forward
iii
(523.8)
(532.3)
(iii) Analysis of net debt
2025
£m
Cash
flow
£m
Exchange
movements
£m
Other
non-cash
£m
2024
£m
Cash and cash equivalents
172.8
5.9
0.1
–
166.8
Bank overdrafts
(4.2)
21.2
(0.3)
–
(25.1)
Movement in cash and cash
equivalents
27.1
(0.2)
–
Borrowings repayable within
one year
(143.9)
(3.7)
(2.4)
(127.9)
(9.9)
Borrowings repayable after
more than one year
(470.3)
(25.6)
7.6
127.9
(580.2)
Lease liabilities
(78.2)
18.1
1.7
(14.1)
(83.9)
Movement in borrowings and
other financial liabilities
(11.2)
6.9
(14.1)
Total net debt
(523.8)
15.9
6.7
(14.1)
(532.3)
Included within other non-cash movements are £9.5m 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 £26.1m (2024: £10.2m). Details of exceptional items can be
found in note 3 on page 144.
Group Consolidated Statements continued
Group Statement of Changes in Equity
for the year ended 31 December 2025
Share
Share premium
Other
Retained
Non-controlling
Total
At 1 January 2024
15.1
70 7. 7
(1 0.3)
1,6 40. 0
15.6
2,3 68. 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
–
–
–
(15 2.2)
–
(15 2.2)
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
At 1 January 2025
15.1
70 7. 7
(100.4)
1,6 60. 1
14. 4
2,29 6.9
Profit after tax for the year
–
–
–
62.0
2.7
64.7
Other comprehensive (expense)/income
–
–
(2. 3)
2.0
(0.5)
(0.8)
Total comprehensive (expense)/income for the year
–
–
(2. 3)
64.0
2.2
63.9
Transactions with owners:
Dividends on equity shares
8
–
–
–
(154.9)
–
(154.9)
Share-based payments
–
–
–
5.1
–
5.1
Transactions in own shares
–
(7.3)
–
(7.3)
Total transactions with owners
–
–
–
(15 7. 1)
–
(15 7. 1)
Changes in ownership interests:
Dividends paid to non-controlling interests
25
–
–
–
–
(1.6)
(1.6)
Total changes in ownership interests
–
–
–
–
(1.6)
(1.6)
Total equity at 31 December 2025
15.1
707.7
(102. 7)
1,567.0
15.0
2,202.1
Other reserves include the Capital Redemption Reserve of £0.9m (2024: £0.9m) and the Translation Reserve of £(10 3.6)m (2024: £(1 01.3)m).
Group Consolidated Statements continued
133 Croda International Plc Annual Report & Accounts 2025
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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 2025 the Group had £1,066.6m of committed debt facilities available from its
banking group, USPP bondholders and lease providers, with principal maturities between 2026
and 2030, of which £400.9m (2024: £418.0m) was undrawn, together with cash balances of
£172.8m (2024: £166.8m). 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. USPP debt of £131.0m is due to mature in June 2026 which has been assumed
to be renewed as part of the Group’s going concern assessment, however sufficient headroom
exists within the revolving credit facility throughout the forecast period were this debt not to
be refinanced.
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 80% to trigger an event of default prior to 30 June 2027. 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 41 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.
134 Croda International Plc Annual Report & Accounts 2025
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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 2025 the Group had £1,066.6m of committed debt facilities available from its
banking group, USPP bondholders and lease providers, with principal maturities between 2026
and 2030, of which £400.9m (2024: £418.0m) was undrawn, together with cash balances of
£172.8m (2024: £166.8m). 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. USPP debt of £131.0m is due to mature in June 2026 which has been assumed
to be renewed as part of the Group’s going concern assessment, however sufficient headroom
exists within the revolving credit facility throughout the forecast period were this debt not to
be refinanced.
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 80% to trigger an event of default prior to 30 June 2027. 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 41 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.
Group Accounting Policies continued
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.
There were no significant accounting judgements required when preparing the Group’s accounts.
In the prior year, significant judgement was required in relation to the determination of CGUs
for goodwill impairment purposes due to a change in the way the Group monitors strategy and
financial performance. There have been no such changes in the way the Group monitors strategy
and financial performance in the period.
The significant accounting estimates required when preparing the Group’s accounts in both the
current and prior year 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
in both the current and prior year 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.
Changes in accounting policy
(i) The Group adopted the following new accounting policies on 1 January 2025 to comply
with amendments to International Financial Reporting Standards (IFRS). The accounting
pronouncements, none of which had a material impact on the Group’s financial reporting
on adoption, are:
– Amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates’
(Lack of Exchangeability).
(ii) The IASB has issued the following pronouncements for annual periods beginning on or after
1 January 2026 or 1 January 2027:
– IFRS 18, ‘Presentation and Disclosure in Financial Statements’;
– Amendments to IFRS 9, ‘Financial Instruments’ and IFRS 7, ‘Financial Instruments:
Disclosures’ (Amendments to the Classification and Measurement of Financial Instruments);
– Amendments to IFRS 9, ‘Financial Instruments’ and IFRS 7, ‘Financial Instruments:
Disclosures’ (Nature-dependent Electricity Contracts);
– 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’.
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 2026 or 1 January 2027
as applicable. The impact of changes to the Group’s financial results is expected to be immaterial,
with the changes primarily presentational.
Group Accounting Policies continued
135 Croda International Plc Annual Report & Accounts 2025
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Group Accounting Policies continued
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 193.
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.
Group Accounting Policies continued
136 Croda International Plc Annual Report & Accounts 2025
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Group Accounting Policies continued
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 193.
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.
Group Accounting Policies continued
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.
Computer software
Cloud computing arrangements are assessed and classified as either service contracts or
intangible assets. Computer software licences that meet the definition of an intangible asset,
covering a period of greater than a year, are capitalised on the basis of the costs incurred to
acquire and bring to use the specific software. These costs are amortised over their estimated
useful lives which range from 3 to 7 years.
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer
and excludes intra-Group sales. The Group recognises revenue on completion of contractual
performance obligations, generally when it transfers control over a product or service to a
customer.
Sale of goods
The principal activity from which the Group generates revenue is the supply of products to
customers from its various manufacturing sites and warehouses, and in some limited instances
from consignment inventory held on customer sites. Products are supplied under a variety
of standard terms and conditions, and in each case, revenue is recognised when contractual
performance obligations between the Group and the customer are satisfied. This will typically
be on dispatch or delivery. When sales discount and rebate arrangements result in net variable
consideration, appropriate adjustments are recognised as a deduction from revenue at the point
of sale. The Group typically uses the expected value method for estimating rebates, reflecting
that such contracts have similar characteristics and a range of possible outcomes. The Group
recognises revenue to the extent that it is highly probable that a significant reversal in the amount
of cumulative revenue will not be required.
Interest and dividend income
Interest income is recognised on a time-proportion basis using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
Government grants
The Group recognises government grant income related to assets when the grant becomes
receivable and deducts the income from the cost of the associated asset. Government grant
income is recognised separately in the Group Statement of Cash Flows.
Segmental reporting
The Group’s sales, marketing and research activities are organised into three global market
sectors, being Consumer Care, Life Sciences and Industrial Specialties. These are the segments
for which summary management information is presented to the Group’s Executive Committee,
which is deemed to be the Group’s Chief Operating Decision Maker.
Employee benefits
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19 ‘Employee Benefits’ (revised).
In respect of defined benefit plans (pension plans that define an amount of pension benefit that
an employee will receive on retirement, usually dependent on one or more factors such as age,
years of service and compensation), obligations are measured at discounted present value whilst
plan assets are recorded at fair value. The assets and liabilities recognised in the balance sheet in
respect of defined benefit pension plans are the net of plan obligations and assets. A scheme
surplus is only recognised as an asset in the balance sheet when the Group has the unconditional
right to future economic benefits in the form of a refund or a reduction in future contributions.
For those schemes where an accounting surplus is currently recognised, the Group expects to
recover the value through reduced future contributions. No allowance is made in the past service
liability in respect of either the future expenses of running the schemes or for non-service-related
death in service benefits which may arise in the future. The operating costs of such plans are
charged to operating profit and the finance costs are recognised as financial income or an
expense as appropriate.
Service costs are spread systematically over the future working lives of employees and financing
costs are recognised in the periods in which they arise. Remeasurements are recognised in
the statement of comprehensive income. Payments to defined contribution schemes (pension
plans under which the Group pays fixed contributions into a separate entity) are charged as an
expense as they fall due.
Group Accounting Policies continued
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Group Accounting Policies continued
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to their retirees. The
entitlement to these benefits is usually conditional on the employee remaining in service up to
retirement age and the completion of a minimum service period. The expected costs of these
benefits are accrued over the period of employment using an accounting methodology similar
to that for defined benefit pension plans. Remeasurements are recognised in the statement of
comprehensive income. These obligations are valued annually by independent qualified
actuaries.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the
normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for
these benefits. The Group recognises termination benefits when it is demonstrably committed to
either (i) terminating the employment of current employees according to a detailed formal plan
without possibility of withdrawal or (ii) providing termination benefits as a result of an offer made
to encourage voluntary redundancy.
Share-based payments
The Group operates a number of cash and equity settled, share-based incentive schemes. These
are accounted for in accordance with IFRS 2 ‘Share-based Payments’, which requires an expense
to be recognised in the income statement over the vesting period of the options.
For equity settled share-based incentive schemes, the expense is based on the grant date fair
value of each instrument which is calculated using a Black Scholes, Monte Carlo, or Closed form
valuation model as appropriate. Any expense is adjusted to reflect expected and actual levels of
options vesting for non-market-based performance criteria. Market conditions are included in the
grant date fair value and are not adjusted for subsequently. There is a corresponding increase in
equity which matches the amount recognised in the income statement.
When an award is intended to be settled in cash, a liability is recognised from the inception of the
award, based on the Group’s share price. The corresponding entry to the liability is an expense in
the income statement. The liability is revalued based on the Group’s share price at each reporting
period (until exercise) and adjusted for revised estimates of the number of awards expected to
vest dependent on performance and service conditions.
Currency translations and hyperinflation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which the entity operates (‘the functional
currency’). The consolidated financial statements are presented in Sterling, which is the
Company’s functional and presentation currency.
Certain subsidiaries of the Group operate in hyperinflationary economies. Where considered
significant, the results of those subsidiaries are adjusted to reflect the current purchasing power
of that currency at the year end, as if that rate had applied to the results of the entity for the whole
period. Any gain or loss on monetary assets and liabilities is recognised within operating costs in
the Group Income Statement as a net monetary gain or loss.
Transactions and balances
Monetary assets and liabilities are translated at the exchange rates ruling at the end of the
financial period. Exchange profits or losses on trading transactions are included in the Group
Income Statement except when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
Group companies
The results and financial position of all the Group entities that have a functional currency different
from the presentation currency and are not considered to be hyperinflationary are translated into
the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
(ii) income and expenses for each income statement and related cash flows for each subsidiary,
are translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses and cash flows are translated at the dates of the
transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
For subsidiaries operating in hyperinflationary economies, the results and financial position are
translated into the Group’s presentation currency using the closing rate for all transactions, rather
than at an average rate for income and expense items.
On consolidation, exchange differences arising from the translation of the net investment in
foreign entities, and of borrowings and other currency instruments designated as hedges of such
investments, are taken to shareholders’ equity.
When a foreign operation is sold, such exchange differences are recognised in the income
statement as part of the gain or loss on sale.
Group Accounting Policies continued
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Group Accounting Policies continued
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to their retirees. The
entitlement to these benefits is usually conditional on the employee remaining in service up to
retirement age and the completion of a minimum service period. The expected costs of these
benefits are accrued over the period of employment using an accounting methodology similar
to that for defined benefit pension plans. Remeasurements are recognised in the statement of
comprehensive income. These obligations are valued annually by independent qualified
actuaries.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the
normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for
these benefits. The Group recognises termination benefits when it is demonstrably committed to
either (i) terminating the employment of current employees according to a detailed formal plan
without possibility of withdrawal or (ii) providing termination benefits as a result of an offer made
to encourage voluntary redundancy.
Share-based payments
The Group operates a number of cash and equity settled, share-based incentive schemes. These
are accounted for in accordance with IFRS 2 ‘Share-based Payments’, which requires an expense
to be recognised in the income statement over the vesting period of the options.
For equity settled share-based incentive schemes, the expense is based on the grant date fair
value of each instrument which is calculated using a Black Scholes, Monte Carlo, or Closed form
valuation model as appropriate. Any expense is adjusted to reflect expected and actual levels of
options vesting for non-market-based performance criteria. Market conditions are included in the
grant date fair value and are not adjusted for subsequently. There is a corresponding increase in
equity which matches the amount recognised in the income statement.
When an award is intended to be settled in cash, a liability is recognised from the inception of the
award, based on the Group’s share price. The corresponding entry to the liability is an expense in
the income statement. The liability is revalued based on the Group’s share price at each reporting
period (until exercise) and adjusted for revised estimates of the number of awards expected to
vest dependent on performance and service conditions.
Currency translations and hyperinflation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which the entity operates (‘the functional
currency’). The consolidated financial statements are presented in Sterling, which is the
Company’s functional and presentation currency.
Certain subsidiaries of the Group operate in hyperinflationary economies. Where considered
significant, the results of those subsidiaries are adjusted to reflect the current purchasing power
of that currency at the year end, as if that rate had applied to the results of the entity for the whole
period. Any gain or loss on monetary assets and liabilities is recognised within operating costs in
the Group Income Statement as a net monetary gain or loss.
Transactions and balances
Monetary assets and liabilities are translated at the exchange rates ruling at the end of the
financial period. Exchange profits or losses on trading transactions are included in the Group
Income Statement except when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
Group companies
The results and financial position of all the Group entities that have a functional currency different
from the presentation currency and are not considered to be hyperinflationary are translated into
the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
(ii) income and expenses for each income statement and related cash flows for each subsidiary,
are translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses and cash flows are translated at the dates of the
transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
For subsidiaries operating in hyperinflationary economies, the results and financial position are
translated into the Group’s presentation currency using the closing rate for all transactions, rather
than at an average rate for income and expense items.
On consolidation, exchange differences arising from the translation of the net investment in
foreign entities, and of borrowings and other currency instruments designated as hedges of such
investments, are taken to shareholders’ equity.
When a foreign operation is sold, such exchange differences are recognised in the income
statement as part of the gain or loss on sale.
Group Accounting Policies continued
Taxation
The charge for taxation is based on the profit for the year and comprises current and deferred
taxation. Deferred tax is recognised in respect of temporary differences between the carrying
amounts of assets and liabilities in the financial statements and their corresponding tax bases,
except where recognition is prohibited by IAS 12 ‘Income Taxes’. Temporary differences arise
primarily from differences in the timing of the recognition of income and expenses for accounting
and tax purposes. Deferred tax is provided using the balance sheet liability method.
No deferred tax is recognised on unremitted earnings of foreign subsidiaries where the Group is
able to control the timing of the reversal and it is not probable that such earnings will be remitted
in the foreseeable future. Similarly, no deferred tax is recognised on temporary differences
relating to investments in subsidiaries where the Group controls the timing of the reversal and it
is not probable that the differences will reverse in the foreseeable future. Deferred tax assets are
recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised.
The Group has determined that the global minimum top-up tax arising under Pillar Two legislation
represents an income tax within the scope of IAS 12. The Group has applied the mandatory
temporary exception from recognising and disclosing deferred tax assets and liabilities related
to Pillar Two income taxes and accounts for any current tax liabilities in the period in which the
related profits arise.
Following the adoption of amendments to IAS 12, which remove the initial recognition exemption
for leases, the Group recognises a deferred tax asset in respect of lease liabilities and a deferred
tax liability in respect of right-of-use assets.
Deferred tax assets and liabilities are measured using tax rates and laws that have been enacted
or substantively enacted at the balance sheet date and are expected to apply when the related
temporary differences reverse.
Income statement presentation
Adjusted results are stated before exceptional items 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 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.
Exceptional items
Exceptional items are those items that in the Directors’ view are required to be separately
disclosed by virtue of their size or incidence to enable a full understanding of the Group’s financial
performance or which are unusual in nature and outside the normal course of business. In the
current year exceptional items relate to business transformation costs linked to the Group-wide
business transformation programme, impairments to property, plant and equipment, right of use
assets and intangible assets and the recognition of an onerous contract provision. Due to the size
and unusual nature of these items the Directors believe it appropriate to recognise them as
exceptional items. Exceptional items in the prior year related to business transformation costs,
an increase to environmental provisions in the Americas and restructuring costs associated with
changes to the Group’s operating model. Details can be found in note 3 on page 144.
Group Accounting Policies continued
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Group Accounting Policies continued
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation and any impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. The Group’s policy is to write off the
difference between the cost of all property, plant and equipment, except freehold land, and
their residual value on a straight-line basis over their estimated useful lives.
Reviews are made annually of the estimated remaining lives and residual values of individual
productive assets, taking account of commercial and technological obsolescence, the impact
of climate change, site decarbonisation road maps, as well as normal wear and tear, and
adjustments are made where appropriate. Under this policy it becomes impractical to calculate
average asset lives exactly. However, the total lives range from approximately 15 to 40 years for
land and buildings, and 3 to 25 years for plant and equipment. All individual assets are reviewed
for impairment when there are indications that the carrying value may not be recoverable. The
Group’s ‘plant and equipment’ asset class predominantly relates to the value of plant and
equipment at the Group’s manufacturing facilities. Consequently, the Group does not seek
to analyse out of this class other items such as motor vehicles and office equipment.
The TCFD on pages 41 to 47 highlights water stress from droughts and flood risks across specific
sites. The sites with significant risk of drought and flood account for Group revenue of 22% and
2% in 2025 respectively, whilst they account for 10% and 1% respectively of the Group’s property,
plant and equipment net book value. Due to the mitigations detailed in the TCFD, climate change
does not have a material impact on the net book value or remaining useful life of property, plant
and equipment at the balance sheet date.
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be impaired. If any evidence exists
of impairment, for example if there has been a change in the planned use of an asset during the
year, the estimated recoverable amount is compared to the carrying value of the asset and
an impairment loss is recognised where appropriate. The recoverable amount is the higher of
an asset’s value in use and fair value less costs to sell. In addition to this, goodwill is tested for
impairment at least annually. Non-financial assets other than goodwill which have suffered
impairment are reviewed for possible reversal of the impairment at each reporting date.
Leases
When entering into a new contract, the Group assesses whether it is, or contains, a lease.
A lease conveys a right to control the use of an identified asset for a period of time in exchange
for consideration.
The Group recognises a right of use asset and a lease liability at the lease commencement date.
The right of use asset is initially measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses, adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date and discounted using the interest rate implicit in the lease or,
more typically, the Group’s incremental borrowing rate (when the implicit rate cannot be
readily determined).
The lease liability is subsequently increased by the interest cost on the lease liability and
decreased by lease payments made. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, a change in the estimate of the amount
expected to be payable under a residual value guarantee or changes in the Group’s assessment
of whether a purchase, extension or termination option is reasonably certain to be exercised.
The Group adopts recognition exemptions for short-term (less than 12 months) and low value
leases and elects not to separate lease components from any associated fixed non-lease
components.
The Group classifies payments of lease liabilities (principal and interest portions) as part of
financing activities. Payments of short-term, low value and variable lease components are
classified within operating activities.
Derivative financial instruments
The Group uses derivative financial instruments where deemed appropriate to hedge its exposure
to interest rates and short-term currency rate fluctuations. The Group’s accounting policy is set
out below.
Derivative financial instruments are recorded initially at fair value. Subsequent measurement
depends on the designation of the instrument as either: (i) a hedge of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge); or (ii) a hedge of highly probable
forecast transactions (cash flow hedge).
Group Accounting Policies continued
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Group Accounting Policies continued
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation and any impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. The Group’s policy is to write off the
difference between the cost of all property, plant and equipment, except freehold land, and
their residual value on a straight-line basis over their estimated useful lives.
Reviews are made annually of the estimated remaining lives and residual values of individual
productive assets, taking account of commercial and technological obsolescence, the impact
of climate change, site decarbonisation road maps, as well as normal wear and tear, and
adjustments are made where appropriate. Under this policy it becomes impractical to calculate
average asset lives exactly. However, the total lives range from approximately 15 to 40 years for
land and buildings, and 3 to 25 years for plant and equipment. All individual assets are reviewed
for impairment when there are indications that the carrying value may not be recoverable. The
Group’s ‘plant and equipment’ asset class predominantly relates to the value of plant and
equipment at the Group’s manufacturing facilities. Consequently, the Group does not seek
to analyse out of this class other items such as motor vehicles and office equipment.
The TCFD on pages 41 to 47 highlights water stress from droughts and flood risks across specific
sites. The sites with significant risk of drought and flood account for Group revenue of 22% and
2% in 2025 respectively, whilst they account for 10% and 1% respectively of the Group’s property,
plant and equipment net book value. Due to the mitigations detailed in the TCFD, climate change
does not have a material impact on the net book value or remaining useful life of property, plant
and equipment at the balance sheet date.
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be impaired. If any evidence exists
of impairment, for example if there has been a change in the planned use of an asset during the
year, the estimated recoverable amount is compared to the carrying value of the asset and
an impairment loss is recognised where appropriate. The recoverable amount is the higher of
an asset’s value in use and fair value less costs to sell. In addition to this, goodwill is tested for
impairment at least annually. Non-financial assets other than goodwill which have suffered
impairment are reviewed for possible reversal of the impairment at each reporting date.
Leases
When entering into a new contract, the Group assesses whether it is, or contains, a lease.
A lease conveys a right to control the use of an identified asset for a period of time in exchange
for consideration.
The Group recognises a right of use asset and a lease liability at the lease commencement date.
The right of use asset is initially measured at cost, and subsequently at cost less any accumulated
depreciation and impairment losses, adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date and discounted using the interest rate implicit in the lease or,
more typically, the Group’s incremental borrowing rate (when the implicit rate cannot be
readily determined).
The lease liability is subsequently increased by the interest cost on the lease liability and
decreased by lease payments made. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, a change in the estimate of the amount
expected to be payable under a residual value guarantee or changes in the Group’s assessment
of whether a purchase, extension or termination option is reasonably certain to be exercised.
The Group adopts recognition exemptions for short-term (less than 12 months) and low value
leases and elects not to separate lease components from any associated fixed non-lease
components.
The Group classifies payments of lease liabilities (principal and interest portions) as part of
financing activities. Payments of short-term, low value and variable lease components are
classified within operating activities.
Derivative financial instruments
The Group uses derivative financial instruments where deemed appropriate to hedge its exposure
to interest rates and short-term currency rate fluctuations. The Group’s accounting policy is set
out below.
Derivative financial instruments are recorded initially at fair value. Subsequent measurement
depends on the designation of the instrument as either: (i) a hedge of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge); or (ii) a hedge of highly probable
forecast transactions (cash flow hedge).
Group Accounting Policies continued
(i) Fair value hedge
Changes in the fair value of derivatives, for example interest rate swaps and foreign exchange
contracts, that are designated and qualify as fair value hedges are recorded in the income
statement, together with any changes in the fair value of the hedged asset or liability that
are attributable to the hedged risk.
(ii) Cash flow hedge
The Group designates the spot element of forward foreign exchange contracts to hedge its
currency risk and applies a hedge ratio of 1:1. The forward elements of the forward exchange
contracts are excluded from the designation of the hedging instrument and are separately
accounted for as a cost of hedging, which is recognised in equity in a cost of hedging reserve.
The Group’s policy is for the critical terms of the forward exchange contracts to align with the
hedged item.
The Group determines the existence of an economic relationship between the hedging
instrument and the hedged item based on the current amount and timing of the respective cash
flows. The Group assesses whether the derivative designated in each hedging relationship is
expected to be and has been effective in offsetting changes in the cash flows of the hedged i
tem using the hypothetical derivative method. In these hedge relationships, the main sources of
ineffectiveness are changes in the time or amount of the hedged transactions.
The effective portion of changes in the fair value of derivatives that are designated and qualify as
cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement. Amounts accumulated in equity are recycled in
the income statement in the periods when the hedged item will affect profit or loss (for instance
when the forecast sale that is hedged takes place). However, when the forecast transaction that is
hedged results in the recognition of a non-financial asset (for example inventory) or a liability, the
gains and losses previously deferred in equity are transferred from equity and included in the
initial measurement of the cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and
is recognised when the forecast transaction is ultimately recognised in the income statement.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was
reported in equity is immediately transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of
any derivative instruments that do not qualify for hedge accounting are recognised immediately
in the income statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Any difference
between the proceeds (net of transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has a right to defer settlement
of the liability for at least 12 months after the balance sheet date.
Trade and other payables
Trade and other payables are recognised initially at fair value. With the exception of contingent
consideration and forward foreign exchange contracts, trade and other payables are
subsequently measured at amortised cost using the effective interest method. Forward foreign
exchange contracts are initially recognised at cost and subsequently measured at fair value on a
mark-to-market basis.
Inventories
Inventories are stated at the lower of cost and net realisable amount on a first in first out basis.
Cost comprises all expenditure, including related production overheads, incurred in the normal
course of business in bringing the inventory to its location and condition at the balance sheet date.
Net realisable amount is the estimated selling price in the ordinary course of business less any
applicable variable selling costs. Provision is made for obsolete, slow moving and defective
inventory where appropriate. Profits arising on intra-group sales are eliminated in so far as the
product remains in Group inventory at the year end.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured
at amortised cost, using the effective interest method, less impairment losses. A provision for
impairment of trade receivables is recognised based on lifetime expected losses, but principally
comprises balances where objective evidence exists that the amount will not be collectible. Such
amounts are written down to their estimated recoverable amounts, with the charge being made to
operating expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits. Bank overdrafts that
are repayable on demand and form an integral part of the Group’s cash management are included
as a component of cash and cash equivalents for the purpose of the statement of cash flows.
Cash and bank overdrafts are offset and the net amount reported in the balance sheet when there
is a legally enforceable right to offset the recognised amounts, there is an intention to settle on a
net basis and interest is charged on a net basis.
Group Accounting Policies continued
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Group Accounting Policies continued
Environmental, restructuring, site restoration, onerous contract and
other provisions
The Group is exposed to certain liabilities relating to its operations. Provisions are made
immediately where a legal or constructive obligation is identified, can be quantified and it is
regarded as more likely than not that an outflow of resources will be required to settle or meet
the Group’s obligations. The Group does consider the impact of discounting when establishing
provisions and provisions are discounted when the impact is material and the timing of cash flows
can be estimated with reasonable certainty.
Share capital
Investment in own shares
(i) Employee share ownership trusts – shares acquired by the trustees of the employee share
ownership trust (the Trustees), funded by the Company and held for the continuing benefit
of the Company are shown as a reduction in equity attributable to owners of the parent.
Movements in the year arising from additional purchases by the Trustees of shares or the
receipt of funds due to the exercise of options by employees are accounted for within
reserves and shown as a movement in equity attributable to owners of the parent in the
year. Administration expenses of the trusts are charged to the Company’s income statemen t
as incurred.
(ii) Treasury shares – where any Group company purchases the Company’s equity share capita l
as treasury shares, the consideration paid, including any directly attributable incremental
costs (net of income taxes), is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled, reissued or disposed of. Where such shares are
subsequently sold or reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity
attributable to the Company’s equity holders.
Dividends
Dividends on ordinary share capital are recognised as a liability when the liability is irrevocable.
Accordingly, final dividends are recognised when approved by shareholders and interim
dividends are recognised when paid.
Investments
Investments in equity securities are measured at fair value, with movements in the fair value
being recognised in the income statement or equity on an instrument-by-instrument basis.
Investments are subject to impairment testing at each balance sheet date or earlier upon
indication of impairment.
Alternative performance measures
The Group uses various Alternative Performance Measures (APMs) which are not defined within
IFRS. The Group 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. A reconciliation of these
APMs to IFRS measures is included in note 27 on pages 170 and 171.
Group Accounting Policies continued
142 Croda International Plc Annual Report & Accounts 2025
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Group Accounting Policies continued
Environmental, restructuring, site restoration, onerous contract and
other provisions
The Group is exposed to certain liabilities relating to its operations. Provisions are made
immediately where a legal or constructive obligation is identified, can be quantified and it is
regarded as more likely than not that an outflow of resources will be required to settle or meet
the Group’s obligations. The Group does consider the impact of discounting when establishing
provisions and provisions are discounted when the impact is material and the timing of cash flows
can be estimated with reasonable certainty.
Share capital
Investment in own shares
(i) Employee share ownership trusts – shares acquired by the trustees of the employee share
ownership trust (the Trustees), funded by the Company and held for the continuing benefit
of the Company are shown as a reduction in equity attributable to owners of the parent.
Movements in the year arising from additional purchases by the Trustees of shares or the
receipt of funds due to the exercise of options by employees are accounted for within
reserves and shown as a movement in equity attributable to owners of the parent in the
year. Administration expenses of the trusts are charged to the Company’s income statement
as incurred.
(ii) Treasury shares – where any Group company purchases the Company’s equity share capital
as treasury shares, the consideration paid, including any directly attributable incremental
costs (net of income taxes), is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled, reissued or disposed of. Where such shares are
subsequently sold or reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity
attributable to the Company’s equity holders.
Dividends
Dividends on ordinary share capital are recognised as a liability when the liability is irrevocable.
Accordingly, final dividends are recognised when approved by shareholders and interim
dividends are recognised when paid.
Investments
Investments in equity securities are measured at fair value, with movements in the fair value
being recognised in the income statement or equity on an instrument-by-instrument basis.
Investments are subject to impairment testing at each balance sheet date or earlier upon
indication of impairment.
Alternative performance measures
The Group uses various Alternative Performance Measures (APMs) which are not defined within
IFRS. The Group 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. A reconciliation of these
APMs to IFRS measures is included in note 27 on pages 170 and 171.
Notes to the Group Accounts
1. Segmental analysis
The Group’s sales, marketing and research activities are organised into three global market
sectors, being Consumer Care, Life Sciences and Industrial Specialties. These are the segments
for which summary management information is presented to the Group’s Executive Committee,
which is deemed to be the Group’s Chief Operating Decision Maker. A review of each sector can
be found within the Strategic Report on pages 27 to 32.
There is no material trade between segments. Segmental results include items directly
attributable to a specific segment as well as those that can be allocated on a reasonable basis.
2025
2024
Income statement
Revenue
Consumer
Care
972.7
920.0
Life Sciences
532.2
504.3
Industrial
Specialties
194.5
203.8
Total Group revenue
1,699.4
1,628.1
Adjusted operating profit
Consumer Care
169.8
160.2
Life Sciences
116.5
Industrial Specialties
9.0
15.5
Total Group operating profit (before exceptional items and amortisation of
intangible assets arising on acquisition)
295.3
279.7
Exceptional items and amortisation of intangible assets arising on
acquisition
1
(185.2)
(52.2)
Total Group operating profit
110.1
227.5
1. Relates to Consumer Care £74.3m (2024: £31.8m), Life Sciences £100.2m (2024: £18.5m) and Industrial
Specialties £10.7m (2024: £1.9m).
The Group’s revenue from external customers in the UK is £38.3m (2024
2
: £39.5m), in France
is £104.3m (2024: £90.2m), in Germany is £55.6m (2024
2
: £55.3m), in China is £158.6m
(2024
2
: £154.6m), in the US is £369.8m (2024
2
: £359.6m) and the total revenue from external
customers from other countries is £972.8m (2024
2
: £928.9m). No single external customer
represents more than 4% of the total revenue of the Group. The total of non-current assets other
than financial instruments, retirement benefit assets and deferred tax assets located in the UK is
£230.3m (2024: £261.9m), in the US is £496.5m (2024: £612.3m) and in other countries is £690.0m
(2024: £706.6m). Goodwill has not been split by geography as this asset is not attributable to a
geographical area.
The Group manages its business segments on a global basis. The operations are based in the
following geographical areas: Europe, with manufacturing sites in the UK, France, the Netherlands,
Italy, Spain and Denmark; North America, with manufacturing sites in the US; Latin America, with
manufacturing sites in Brazil, Argentina, Colombia and Mexico; Asia, with manufacturing sites in
Singapore, Japan, India, China, Indonesia, Malaysia and Korea; Africa, with manufacturing sites in
South Africa and Tunisia; and Australia.
In the following table, revenue has been disaggregated by sector and destination. This is the
primary management information that is presented to the Group’s Executive Committee.
North
Latin
£m
£m
£m
£m
£m
Revenue 2025
Consumer
Care
427.2
190.0
103.5
252.0
972.7
Life Sciences
188.8
170.3
76.0
97.1
532.2
Industrial Specialties
69.1
40.8
7.2
77.4
194.5
Total Group revenue
685.1
401.1
186.7
426.5
1,699.4
Revenue 2024
Consumer Care
383.2
188.7
100.7
247.4
920.0
Life Sciences
2
167.8
166.8
72.5
97.2
504.3
Industrial Specialties
75.5
37.5
7.3
83.5
203.8
Total Group revenue
626.5
393.0
180.5
428.1
1,628.1
2. Group revenue of £10.7m recognised in 2024 (within the Life Sciences sector) has been reclassified from
EMEA (£5.7m) and Asia (£5.0m) to North America following a review of the destination of the Group’s
commercial relationships for certain customers.
2025
2024
Depreciation and amortisation (before amortisation of intangible assets
arising on acquisition)
Consumer
Care
52.0
Life Sciences
35.1
34.6
Industrial Specialties
14.2
13.0
Total Group
101.3
98.6
143 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
2. Operating costs
2025
2024
Analysis of net operating expenses by function:
Distribution costs
80.7
79.2
Administrative expenses
554.9
427.2
635.6
506.4
Additional information on the nature of operating expenses, including depreciation and employee
costs, is provided in note 3.
3. Profit for the year
2025
2024
The Group profit for the year is stated after charging /(crediting):
Depreciation and amortisation (notes 12, 13 & 14)
137.0
135.8
Intangible asset impairments (exceptional) (note 12)
10.9
–
Property, plant and equipment impairments (exceptional) (note 13)
78.9
–
Right of use asset impairments (exceptional) (note
14)
17.5
–
Staff costs (note 9)
391.3
389.1
Redundancy costs (non -exceptional) (note 9)
0.2
0.6
Redundancy costs (exceptional) (note 9), categorised as part of business
transformation costs in
2025
10.0
3.0
Business transformation costs excluding redundancy (exceptional)
16.3
3.5
Net -monetary adjustment arising from application of IAS 29
‘Hyperinflation’
1.5
5.0
Inventories
– cost recognised as expense in cost of sales (note 17)
953.7
Inventories – provision movement in the year
(1.3)
(6.2)
Research and development
60.2
63.6
Net foreign exchange
8.6
1.8
Bad debt
charge (note 18)
3.9
2025
2024
Adjustments:
Exceptional items – operating profit
–
(3.0)
Business transformation costs
(26.3)
(3.5)
Environmental provision (note 21)
–
(8.5)
Onerous contract provision (note 21)
(15.9)
–
(10.9)
–
Property, plant and equipment impairments (note 13)
(78.9)
–
Right of use asset impairments (note 14)
(17.5)
–
Exceptional items
(149.5)
(15.0)
Amortisation of intangible assets arising on acquisition
(35.7)
(37.2)
Total adjustments
(185.2)
(52.2)
The exceptional items in the current year relate to:
• business transformation costs as part of the Group-wide transformation programme which
commenced in the prior year. The programme is expected to continue until 2027 and involves
right-sizing and optimising the organisation. The costs of £26.3m include £10.0m redundancy
alongside other costs such and legal and professional and project management costs;
• property, plant and equipment (£78.9m), right of use assets (£17.5m) and intangible assets (£10.9m)
impairments. Further detail on these impairments is included in notes 12, 13 and 14; and
• the recognition of an onerous contract provision. Further detail is included in note 21.
The exceptional items in the prior year related to business transformation costs, restructuring
costs related to changes in the Group’s operating model and an increase to environmental
provisions in the Americas.
2025
2024
Services provided by the Group’s auditor
Audit services
Fees payable to the Group’s auditor for the audit of Parent Company
and consolidated financial statements
0.6
0.6
Fees payable to the Group’s auditor and its associates for the audit of
the Company’s subsidiaries
2.3
2.1
Other audit services
Audit-related assurance and other services including fees payable in
relation to the Group’s interim review
0.2
3.1
3.0
Notes to the Group Accounts continued
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Notes to the Group Accounts continued
2. Operating costs
2025
£m
2024
£m
Analysis of net operating expenses by function:
Distribution costs
80.7
79.2
Administrative expenses
554.9
427.2
635.6
506.4
Additional information on the nature of operating expenses, including depreciation and employee
costs, is provided in note 3.
3. Profit for the year
2025
£m
2024
£m
The Group profit for the year is stated after charging/(crediting):
Depreciation and amortisation (notes 12, 13 & 14)
137.0
135.8
Intangible asset impairments (exceptional) (note 12)
10.9
–
Property, plant and equipment impairments (exceptional) (note 13)
78.9
–
Right of use asset impairments (exceptional) (note 14)
17.5
–
Staff costs (note 9)
391.3
389.1
Redundancy costs (non-exceptional) (note 9)
0.2
0.6
Redundancy costs (exceptional) (note 9), categorised as part of business
transformation costs in 2025
10.0
3.0
Business transformation costs excluding redundancy (exceptional)
16.3
3.5
Net-monetary adjustment arising from application of IAS 29
‘Hyperinflation’
1.5
5.0
Inventories – cost recognised as expense in cost of sales (note 17)
953.7
894.2
Inventories – provision movement in the year
(1.3)
(6.2)
Research and development
60.2
63.6
Net foreign exchange
8.6
1.8
Bad debt charge (note 18)
3.9
2.0
2025
£m
2024
£m
Adjustments:
Exceptional items – operating profit
Restructuring costs (note 21)
–
(3.0)
Business transformation costs
(26.3)
(3.5)
Environmental provision (note 21)
–
(8.5)
Onerous contract provision (note 21)
(15.9)
–
Intangible asset impairments (note 12)
(10.9)
–
Property, plant and equipment impairments (note 13)
(78.9)
–
Right of use asset impairments (note 14)
(17.5)
–
Exceptional items
(149.5)
(15.0)
Amortisation of intangible assets arising on acquisition
(35.7)
(37.2)
Total adjustments
(185.2)
(52.2)
The exceptional items in the current year relate to:
• business transformation costs as part of the Group-wide transformation programme which
commenced in the prior year. The programme is expected to continue until 2027 and involves
right-sizing and optimising the organisation. The costs of £26.3m include £10.0m redundancy
alongside other costs such and legal and professional and project management costs;
•
property, plant and equipment (£78.9m), right of use assets (£17.5m) and intangible assets (£10.9m)
impairments. Further detail on these impairments is included in notes 12, 13 and 14; and
•
the recognition of an onerous contract provision. Further detail is included in note 21.
The exceptional items in the prior year related to business transformation costs, restructuring
costs related to changes in the Group’s operating model and an increase to environmental
provisions in the Americas.
2025
£m
2024
£m
Services provided by the Group’s auditor
Audit services
Fees payable to the Group’s auditor for the audit of Parent Company
and consolidated financial statements
0.6
0.6
Fees payable to the Group’s auditor and its associates for the audit of
the Company’s subsidiaries
2.3
2.1
Other audit services
Audit-related assurance and other services including fees payable in
relation to the Group’s interim review
0.2
0.3
3.1
3.0
Notes to the Group Accounts continued
4. Net financial costs
2025
2024
Financial costs
US$100m 3.75% fixed rate 10 year note
2.8
2.9
2019
11.8
2024
Club facility due 2030
14.6
4.5
€70m 1.43% fixed rate 10 year note
0.8
0.8
£70m 2.80% fixed rate 10 year note
2.0
2.0
€50 m 1.18% fixed rate 8 year note
0.5
£65m 2.46% fixed rate 8 year note
1.6
1.6
US$60m 3.70% fixed rate 10 year note
1.7
1.7
Interest on lease liabilities
2.8
2.8
Other bank loans and overdrafts
2.3
Preference share dividend
0.1
0.1
28.3
31.0
Financial income
Bank interest receivable and similar income
(3.0)
(6.9)
Net interest on post -retirement benefits
(9.2)
(11.3)
Net financial costs
19.1
19.7
5. Tax
2025
2024
(a) Analysis of tax charge for the year
UK current corporate tax
1.8
(0.8)
Overseas current corporate taxes
54.7
60.8
Global minimum top-up tax
0.5
1.2
Current tax
57.0
61.2
Deferred tax ( note 6)
(30.7)
(13.0)
26.3
48.2
(b) Tax on items charged/(credited) to other comprehensive
income or equity
Deferred tax on
remeasurement of post-retirement benefits (OCI)
0.5
3.9
Deferred tax on share-based payments (equity)
(1.3)
0.1
Deferred tax on provisions (OCI)
0.1
0.3
(0.7)
4.3
(c) Factors affecting the tax charge for the year
Profit before tax
91.0
207.8
Tax at the standard rate of corporation tax in the UK,
25.0% (2024: 25.0%)
22.7
52.0
Effect of:
Tax rate changes
0.3
(0.1)
Prior year over-provisions
(2.7)
(7.5)
Tax cost of remitting overseas income to the UK
1.7
2.1
Expenses and write-offs not deductible for tax purposes
4.8
1.9
Tax incentives
(2.3)
(4.8)
Effect of overseas tax rates
(0.4)
(1.7)
Movement in temporary differences
1.7
5.1
Global minimum top-up tax
0.5
1.2
26.3
48.2
The effective adjusted corporate tax rate before exceptional items of 25.2% (2024: 23.0%) is in line
with the UK’s standard tax rate of 25.0%. The reported corporate tax rate after exceptional items is
28.9% (2024: 23.2%).
The reported corporate tax rate after exceptional items was lower in the prior year due to higher
prior year over-provisions credit.
Notes to the Group Accounts continued
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Notes to the Group Accounts continued
5. Tax continued
Croda operates in many tax jurisdictions other than the UK, both as a manufacturer and distributor
and it is the exposure to these different tax rates that makes it difficult to forecast the Group’s
future tax rate with any certainty given the unpredictable nature of exchange rates, individual
economies and tax legislators. The Group’s non-UK profits are taxed at an average rate that is
lower than the UK statutory tax rate of 25%.
Croda's effective corporate tax rate has increased as a result of incurring non-deductible
expenditure. Otherwise, there are no significant adjustments between the Group’s expected and
reported tax charge based on its reported accounting profit. Given the global nature of the Group,
and the number of associated cross-border transactions between connected parties, we are
exposed to potential adjustments to the price charged for those transactions by tax authorities.
However, the Group carries appropriate provisions relating to the level of risk.
The UK current and deferred tax is calculated at 25.0%. The overseas tax is calculated at the rates
prevailing in the respective jurisdictions.
The Group is within the scope of the OECD Pillar Two global minimum tax rules, which require
in-scope groups to pay a minimum effective tax rate of 15% on a jurisdictional basis.
The Group has exposure to Pillar Two top-up tax in respect of operations in low-tax jurisdictions.
For the year ended 31 December 2025, the Group recognised a current tax expense of £0.5m
(2024: £1.2m) in respect of Pillar Two top-up tax.
6. Deferred tax
2025
2024
The deferred tax balances included in these accounts are attributable
to the following:
Deferred tax assets
Retirement benefit liabilities
4.5
3.7
Tax losses
9.3
–
Provisions
64.6
49.8
Gross deferred tax asset
78.4
53.5
Offset with deferred tax liabilities
(47.4)
(38.8)
Net deferred tax asset
31.0
14.7
Deferred tax liabilities
Accelerated capital allowances
104.6
109.3
Acquired intangibles
69.6
76.3
Retirement benefit assets
33.3
30.3
Other
4.4
3.8
Gross deferred tax liability
211.9
219.7
Offset with deferred tax assets
(47.4)
(38.8)
Net deferred tax liability
164.5
180.9
The movement on deferred tax balances during the year is summarised
as follows:
Deferred tax
(charged)/credited through the income statement
Continuing operations before adjustments
(8.9)
3.8
39.6
9.3
Deferred tax charged/(credited) directly to other comprehensive income
or equity (note 5(b))
0.7
(4.3)
Exchange differences
1.3
3.4
32.7
12.2
Net balance brought forward
(166.2)
(178.4)
Net balance carried forward
(133.5)
(166.2)
Deferred tax (charged)/credited through the income statement relates
to the following:
Retirement benefit obligations
(1.6)
(0.8)
Accelerated capital allowances
(0.9)
0.1
Tax losses
9.3
–
Provisions
15.3
7.4
Other
8.6
6.3
30.7
13.0
Notes to the Group Accounts continued
146 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
5. Tax continued
Croda operates in many tax jurisdictions other than the UK, both as a manufacturer and distributor
and it is the exposure to these different tax rates that makes it difficult to forecast the Group’s
future tax rate with any certainty given the unpredictable nature of exchange rates, individual
economies and tax legislators. The Group’s non-UK profits are taxed at an average rate that is
lower than the UK statutory tax rate of 25%.
Croda's effective corporate tax rate has increased as a result of incurring non-deductible
expenditure. Otherwise, there are no significant adjustments between the Group’s expected and
reported tax charge based on its reported accounting profit. Given the global nature of the Group,
and the number of associated cross-border transactions between connected parties, we are
exposed to potential adjustments to the price charged for those transactions by tax authorities.
However, the Group carries appropriate provisions relating to the level of risk.
The UK current and deferred tax is calculated at 25.0%. The overseas tax is calculated at the rates
prevailing in the respective jurisdictions.
The Group is within the scope of the OECD Pillar Two global minimum tax rules, which require
in-scope groups to pay a minimum effective tax rate of 15% on a jurisdictional basis.
The Group has exposure to Pillar Two top-up tax in respect of operations in low-tax jurisdictions.
For the year ended 31 December 2025, the Group recognised a current tax expense of £0.5m
(2024: £1.2m) in respect of Pillar Two top-up tax.
6. Deferred tax
2025
£m
2024
£m
The deferred tax balances included in these accounts are attributable
to the following:
Deferred tax assets
Retirement benefit liabilities
4.5
3.7
Tax losses
9.3
–
Provisions
64.6
49.8
Gross deferred tax asset
78.4
53.5
Offset with deferred tax liabilities
(47.4)
(38.8)
Net deferred tax asset
31.0
14.7
Deferred tax liabilities
Accelerated capital allowances
104.6
109.3
Acquired intangibles
69.6
76.3
Retirement benefit assets
33.3
30.3
Other
4.4
3.8
Gross deferred tax liability
211.9
219.7
Offset with deferred tax assets
(47.4)
(38.8)
Net deferred tax liability
164.5
180.9
The movement on deferred tax balances during the year is summarised
as follows:
Deferred tax (charged)/credited through the income statement
Continuing operations before adjustments
(8.9)
3.8
Adjustments and exceptional items
39.6
9.3
Deferred tax charged/(credited) directly to other comprehensive income
or equity (note 5(b))
0.7
(4.3)
Exchange differences
1.3
3.4
32.7
12.2
Net balance brought forward
(166.2)
(178.4)
Net balance carried forward
(133.5)
(166.2)
Deferred tax (charged)/credited through the income statement relates
to the following:
Retirement benefit obligations
(1.6)
(0.8)
Accelerated capital allowances
(0.9)
0.1
Tax losses
9.3
–
Provisions
15.3
7.4
Other
8.6
6.3
30.7
13.0
Notes to the Group Accounts continued
Deferred tax is calculated in full on temporary differences under the balance sheet liability
method at rates appropriate to each subsidiary. Deferred tax expected to reverse in the year
to 31 December 2026 and beyond has been measured using the rate due to prevail in the year
of reversal.
Deferred tax assets have been recognised in all material cases where such assets arise, as it is
probable the assets will be recovered. At 31 December 2025, the unrecognised deferred tax asset
was £16.8m in respect of losses of £68.4m (2024: unrecognised deferred tax asset of £15.4m on
losses of £63.4m) across the Group, as it is not considered probable that there will be future
taxable profits against which these losses can be offset.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent
that remittance is expected in the foreseeable future. If all earnings were remitted, an additional
£20.4m (2024: £20.9m) of tax would be payable on unremitted earnings of £539m (2024: £500m).
All movements on deferred tax balances have been recognised in the income statement with the
exception of the items shown in note 5(b).
Of the gross deferred tax assets, £1.2m are expected to reverse within 12 months of the balance
sheet date. No material reversal of any of the deferred tax liability is expected within 12 months
of the balance sheet date based on the Group’s current capital expenditure programme.
7. Earnings per share
2025
2024
Adjusted profit after tax for the year attributable to owners of the parent
204.0
199.1
Exceptional items and amortisation of intangible assets
(185.2)
(52.2)
Tax impact of exceptional items and amortisation of intangible assets
43.2
11.6
Profit after tax for the year attributable to owners of the parent
62.0
158.5
Number
Number
Weighted average number of 10.61p (2024: 10.61p) ordinary shares in
issue for basic calculation
139.5
139.6
Deemed issue of potentially dilutive shares
0.1
0.1
Average number of 10.61p (2024: 10.61p) ordinary shares for
diluted calculation
139.6
139.7
Pence
Pence
Basic earnings per share
44.4
113.5
Adjusted basic earnings per share
146.2
142.6
Diluted earnings per share
44.4
113.5
Adjusted diluted earnings per share
146.1
142.5
Basic earnings per share is calculated by dividing the profit after tax attributable to owners of
the parent by the weighted average number of ordinary shares in issue during the year, excluding
those shares held in treasury or employee share trusts (note 24). Shares held in employee share
trusts are treated as cancelled because, except for a nominal amount, dividends have been waived.
For diluted earnings per share, the weighted average number of ordinary shares in issue is
adjusted to assume conversion of all potentially dilutive ordinary shares.
Additional earnings per share calculations are included above to give a better indication of the
Group’s underlying performance.
Notes to the Group Accounts continued
147 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
8. Dividends
Pence per
2025
Pence per
2024
Ordinary
Interim
–
–
47.0
65.6
2025 interim, paid October 2025
48.0
67.0
–
–
Final
2023 final, paid May 2024
–
–
62.0
86.6
63.0
87.9
–
–
111.0
154.9
109.0
152.2
The Directors are recommending a final dividend of 63p per share, amounting to a total of £87.9m,
in respect of the financial year ended 31 December 2025.
Subject to shareholder approval, the dividend will be paid on 27 May 2026 to shareholders
registered on 10 April 2026 and has not been accrued in these financial statements. The total
dividend for the year ended 31 December 2025 will be 111p per share amounting to a total
of £154.9m.
9. Employees
2024
£m
£m
Group employment costs including Directors
Wages and salaries
301.6
297.5
Share-based payment charges (note 23)
7.6
6.3
Social security costs
52.6
51.3
Post-retirement benefit costs
12.6
18.7
Other employee related costs
16.9
15.3
Redundancy costs
10.2
3.6
401.5
392.7
The table above includes £10.0m (2024: £3.0m) charges related to exceptional items (note 3).
A new category within Group employment costs has been included in the current year called
‘other employee related costs’ which includes costs paid on behalf of the Group’s employees,
such as private healthcare schemes, but which are not payable to state or Government bodies.
These costs were previously included under the ‘social security costs’ category. Therefore, a
reclassification of £5.3m has been made in 2024 between ‘other employee related costs’ and
‘social security costs’, with a further £10.0m costs included within ‘other employee related costs’
for 2024 which had previously not been covered within this note.
2025
2024
Average employee numbers by function
Production
3,688
3,685
Selling and distribution
1,470
1,405
Administration
861
871
6,019
5,961
As required by the Companies Act 2006, the figures disclosed above are the weighted averages
based on the number of employees including Executive Directors. At 31 December 2025, the
Group had 5,954 (2024: 6,027) employees in total.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section
D of the Directors’ Remuneration Report, which is subject to audit, on pages 87 to 101 forming part
of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group
Executive Committee, was as follows:
2025
2024
£m
£m
Key management compensation including Directors
Short-term employee benefits
8.1
6.7
Post-retirement benefit costs
0.1
0.1
Share -based payment charge
3.7
1.8
11.9
8.6
Notes to the Group Accounts continued
148 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
8. Dividends
Pence per
share
2025
£m
Pence per
share
2024
£m
Ordinary
Interim
2024 interim, paid October 2024
–
–
47.0
65.6
2025 interim, paid October 2025
48.0
67.0
–
–
Final
2023 final, paid May 2024
–
–
62.0
86.6
2024 final, paid May 2025
63.0
87.9
–
–
111.0
154.9
109.0
152.2
The Directors are recommending a final dividend of 63p per share, amounting to a total of £87.9m,
in respect of the financial year ended 31 December 2025.
Subject to shareholder approval, the dividend will be paid on 27 May 2026 to shareholders
registered on 10 April 2026 and has not been accrued in these financial statements. The total
dividend for the year ended 31 December 2025 will be 111p per share amounting to a total
of £154.9m.
9. Employees
2025
£m
2024
(restated)
£m
Group employment costs including Directors
Wages and salaries
301.6
297.5
Share-based payment charges (note 23)
7.6
6.3
Social security costs
52.6
51.3
Post-retirement benefit costs
12.6
18.7
Other employee related costs
16.9
15.3
Redundancy costs
10.2
3.6
401.5
392.7
The table above includes £10.0m (2024: £3.0m) charges related to exceptional items (note 3).
A new category within Group employment costs has been included in the current year called
‘other employee related costs’ which includes costs paid on behalf of the Group’s employees,
such as private healthcare schemes, but which are not payable to state or Government bodies.
These costs were previously included under the ‘social security costs’ category. Therefore, a
reclassification of £5.3m has been made in 2024 between ‘other employee related costs’ and
‘social security costs’, with a further £10.0m costs included within ‘other employee related costs’
for 2024 which had previously not been covered within this note.
2025
Number
2024
Number
Average employee numbers by function
Production
3,688
3,685
Selling and distribution
1,470
1,405
Administration
861
871
6,019
5,961
As required by the Companies Act 2006, the figures disclosed above are the weighted averages
based on the number of employees including Executive Directors. At 31 December 2025, the
Group had 5,954 (2024: 6,027) employees in total.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section
D of the Directors’ Remuneration Report, which is subject to audit, on pages 87 to 101 forming part
of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group
Executive Committee, was as follows:
2025
£m
2024
£m
Key management compensation including Directors
Short-term employee benefits
8.1
6.7
Post-retirement benefit costs
0.1
0.1
Share-based payment charge
3.7
1.8
11.9
8.6
Notes to the Group Accounts continued
11. Post-retirement benefits
The table below summarises the Group’s net year end post-retirement benefits balance sheet
positions and activity for the year.
2025
2024
Balance sheet:
Retirement benefit assets
137.7
130.0
Retirement benefit liabilities
Net asset in Group balance sheet
114.3
104.3
Net balance sheet
assets/(liabilities) for:
Defined pension benefits
125.0
116.2
Post -employment medical benefits
(10.7)
(11.9)
114.3
104.3
Income statement (credit)/charge included in profit before tax for:
Defined pension benefits
Post-employment medical benefits
0.8
0.9
(1.7)
5.7
Remeasurements included in other comprehensive income for:
Defined pension benefits
(1.7)
(13.3)
Post-employment medical benefits
(0.8)
(2.2)
(2.5)
(15.5)
Defined benefit pension schemes
The Group operates defined benefit pension schemes in the UK, US and several other territories
under broadly similar regulatory frameworks.
The UK scheme, which remains open to new members and future service accrual, is a Career
Average Revalued Earnings (CARE) defined benefit scheme, with annual pensionable earnings
capped and pensions in payment indexed based on CPI. The US Retirement Plan, which is closed
to new members, operates a cash balance pension scheme that provides a guaranteed rate of
return on pension contributions until retirement (other than for a small number of ‘grandfathered’
employees). The US plans also do not generally receive inflationary increases once in payment.
With the exception of this difference in inflationary risk, the Group’s main defined benefit pension
schemes continue to face materially similar risks, as described on page 152.
All of the Group’s final salary type pension schemes (which provide benefits to members in the
form of a guaranteed level of pension payable for life based on salary in the final years leading
up to retirement) are closed to future service accrual with the exception of a small number of
‘grandfathered’ employees in the US scheme.
The majority of the Group’s retirement benefit asset relates to the Group’s UK pension scheme.
The UK pension scheme is open to future service accrual and therefore the surplus is recognised
on the basis that this could be recovered through a reduction in future service contributions.
The majority of benefit payments are from trustee administered funds; however, there are also
a number of unfunded plans where the relevant Group company meets the benefit payment
obligation as it falls due.
Plan assets held in trusts are governed by local regulations and practice in each country, as
is the nature of the relationship between the Group and the trustees (or equivalent) and their
composition. Responsibility for governance of the schemes, including investment decisions and
contribution schedules, predominantly lies with the particular scheme’s board of trustees with
appropriate input from the relevant Group company. The board of trustees must be composed
of representatives in accordance with each scheme’s regulations and any relevant legislation.
The amounts recognised in the balance sheet in respect of these schemes are as follows:
2025
2024
Present value of funded obligations
UK pension scheme
(641.5)
(653.9)
US pension scheme
(94.3)
(99.7)
Rest of world
(18.7)
(19.8)
(754.5)
(773.4)
Fair value of schemes’ assets
UK pension scheme
774.8
774.9
US pension scheme
97.0
106.9
Rest of world
16.2
15.8
888.0
897.6
Net
asset in respect of funded schemes
133.5
124.2
Present value of unfunded obligations
(8.5)
(8.0)
Net asset in Group balance sheet (excluding post-employment medical
benefits)
125.0
116.2
Notes to the Group Accounts continued
149 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
11. Post-retirement benefits continued
2025
2024
Movement in present value of retirement benefit obligations in the
year:
Opening balance
781.4
867.3
Current service cost
7.6
9.8
Past service cost – plan amendments
(3.9)
–
Interest cost
40.6
37.5
Remeasurements
Change in demographic assumptions
4.8
(18.3)
Change in financial assumptions
(22.2)
(72.5)
Experience gains
4.8
1.6
Contributions paid in
Employee
3.0
2.9
Benefits paid
(46.1)
(46.9)
Exchange differences on overseas schemes
(7.0)
–
763.0
781.4
At the end of 2025 the UK scheme introduced a Pension Increase Exchange (PIE) option, allowing
eligible members the option to exchange future pension increases that the scheme offers for
lower increases and a higher pension at retirement. This re-design of the scheme’s retirement
options represented a plan amendment and resulted in a past service cost, recognised in the
income statement as a credit of £3.9m.
2025
2024
Movement in fair value of schemes’ assets in the year:
Opening balance
897.6
967.1
Interest income
46.8
42.5
Remeasurements
Return on scheme assets, excluding amounts included
in financial expenses
(10.9)
(75.9)
Contributions paid in
Employee
3.0
2.9
Employer
5.1
7.1
Benefits paid out
(46.1)
(46.9)
Exchange differences on overseas schemes
(7.5)
0.8
888.0
897.6
As at the balance sheet date, the present value of funded and unfunded retirement benefit
obligations comprised approximately £136m in respect of active employees, £186m in respect
of deferred members and £441m in relation to members in retirement.
Total employer contributions to the schemes in 2026 are expected to be £1.8m.
The actuarial assumptions used to determine the present value of the defined benefit obligations
were:
2025
2025
2024
2024
Discount rate
5.5%
5.2%
5.5%
5.5%
Inflation rate – RPI
3.0%
3.0%
3.3%
3.0%
Inflation rate
– CPI
2.5%
n/a
2.8%
n/a
Rate of increase in salaries
4.5%
4.0%
4.8%
4.0%
Rate of increase for pensions in payment
2.9%
n/a
3.1%
n/a
Duration of liabilities (i.e. life expectancy) (years)
12.8
9.1
13.3
8.7
Remaining working life
9.3
10.3
9.3
10.2
Mortality assumptions are based on country-specific mortality tables and where appropriate allow
for future improvements in life expectancy. Where credible data exists, actual plan experience is
taken into account. The UK mortality improvement scale has been updated to CMI 2024, in order
to reflect the most recent CMI model with a long-term rate of 1.25% p.a. Applying the mortality
tables adopted, the expected future average lifetime of members currently at age 65 and
members at age 65 in 20 years’ time is as follows:
Current
Age 65 in
US
UK
Male
20.0
21.0
21.0
22.0
Female
23.0
23.0
24.0
24.0
Notes to the Group Accounts continued
150 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
11. Post-retirement benefits continued
2025
£m
2024
£m
Movement in present value of retirement benefit obligations in the
year:
Opening balance
781.4
867.3
Current service cost
7.6
9.8
Past service cost – plan amendments
(3.9)
–
Interest cost
40.6
37.5
Remeasurements
Change in demographic assumptions
4.8
(18.3)
Change in financial assumptions
(22.2)
(72.5)
Experience gains
4.8
1.6
Contributions paid in
Employee
3.0
2.9
Benefits paid
(46.1)
(46.9)
Exchange differences on overseas schemes
(7.0)
–
763.0
781.4
At the end of 2025 the UK scheme introduced a Pension Increase Exchange (PIE) option, allowing
eligible members the option to exchange future pension increases that the scheme offers for
lower increases and a higher pension at retirement. This re-design of the scheme’s retirement
options represented a plan amendment and resulted in a past service cost, recognised in the
income statement as a credit of £3.9m.
2025
£m
2024
£m
Movement in fair value of schemes’ assets in the year:
Opening balance
897.6
967.1
Interest income
46.8
42.5
Remeasurements
Return on scheme assets, excluding amounts included
in financial expenses
(10.9)
(75.9)
Contributions paid in
Employee
3.0
2.9
Employer
5.1
7.1
Benefits paid out
(46.1)
(46.9)
Exchange differences on overseas schemes
(7.5)
0.8
888.0
897.6
As at the balance sheet date, the present value of funded and unfunded retirement benefit
obligations comprised approximately £136m in respect of active employees, £186m in respect
of deferred members and £441m in relation to members in retirement.
Total employer contributions to the schemes in 2026 are expected to be £1.8m.
The actuarial assumptions used to determine the present value of the defined benefit obligations
were:
2025
UK
2025
US
2024
UK
2024
US
Discount rate
5.5%
5.2%
5.5%
5.5%
Inflation rate – RPI
3.0%
3.0%
3.3%
3.0%
Inflation rate – CPI
2.5%
n/a
2.8%
n/a
Rate of increase in salaries
4.5%
4.0%
4.8%
4.0%
Rate of increase for pensions in payment
2.9%
n/a
3.1%
n/a
Duration of liabilities (i.e. life expectancy) (years)
12.8
9.1
13.3
8.7
Remaining working life
9.3
10.3
9.3
10.2
Mortality assumptions are based on country-specific mortality tables and where appropriate allow
for future improvements in life expectancy. Where credible data exists, actual plan experience is
taken into account. The UK mortality improvement scale has been updated to CMI 2024, in order
to reflect the most recent CMI model with a long-term rate of 1.25% p.a. Applying the mortality
tables adopted, the expected future average lifetime of members currently at age 65 and
members at age 65 in 20 years’ time is as follows:
UK
Current
age 65
US
UK
Age 65 in
20 years
US
Male
20.0
21.0
21.0
22.0
Female
23.0
23.0
24.0
24.0
Notes to the Group Accounts continued
The sensitivity of the defined benefit obligation to changes in the significant assumptions is as
follows:
Impact on retirement benefit obligation
Sensitivity
Of increase
Of decrease
Discount rate
0.5%
5.7%
6.2%
Inflation rate
0.5%
3.9%
3.9%
Mortality (assumes a one-year change in life expectancy)
1 year
3.9%
4.0%
The above sensitivity analyses are based on a change in an assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions
may be correlated. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions, the same method (present value of the defined benefit obligation
calculated with the projected unit credit method at the end of the reporting year) has been
applied as when calculating the retirement benefit obligation recognised in the Group
balance sheet. The weighted average duration of the defined benefit obligation is 12.3 years
(2024: 12.7 years).
Given the size of the UK scheme when compared to other Group schemes, the above impact
due to sensitivity in key assumptions is materially in respect of UK defined benefit obligations.
The assets in the schemes comprised:
2025
2025
2024
2024
Quoted
99.6
11%
133.7
15%
Government bonds
377.3
43%
331.3
37%
130.4
15%
135.2
15%
Other quoted securities
27.8
3%
23.1
3%
Unquoted
Cash and cash equivalents
46.1
5%
66.5
7%
45.5
5%
55.3
6%
Derivatives
10.0
1%
(1.6)
–
149.5
17%
154.1
17%
Other
1.8
0%
–
–
888.0
100%
897.6
100%
Derivatives presented above represent the scheme’s net position on Government bond
repurchase agreements and other swap contracts (valued on a mark-to-market basis) which form
part of the scheme’s Liability Driven Investment (LDI) portfolio. The non-derivative assets in the
LDI portfolio have been presented in the relevant asset category. Hedge funds consist of a fund
of multiple investment managers across both traditional markets such as equities and credit and
also more specialist diversified strategies. Infrastructure funds consists of infrastructure type
investments that hold assets linked to the value and income from UK and overseas infrastructure.
Within the private market bonds and real estate fund class allocation above, approximately
£171.1m relates to adjusted lagged valuations as at 31 December 2025. In arriving at this figure,
allowance has been made for broad market movements and distributions between 30 September
2025 (the most recent valuation of these assets) and 31 December 2025.
In June 2023, the High Court made a ruling in the case Virgin Media Ltd v NTL Pension Trustees II
Limited. The ruling related to Section 37 of the 1993 Pensions Act and the correct interpretation of
historical legislation governing the amendment of contracted-out DB schemes. On 25 July 2024,
the Court of Appeal upheld the June 2023 High Court decision. The Court’s decision could have
wider ranging implications, affecting other schemes that were contracted-out on a salary-related
basis, and made amendments between April 1997 and April 2016. The Government announced
on 5 June 2025 its intention to allow retrospective actuarial confirmation, and amendments to the
Pension Schemes Bill to achieve this were published in early September 2025. The Trustees of
Croda Pension Scheme in the UK have completed a legal review of scheme documentation and
based on the available information have concluded that there is no Section 37 issue in respect of
the Scheme. As a result, no changes are proposed in the current year’s pension scheme liability
calculations. The Group considers this approach reasonable and appropriate since there is no
reason to doubt that the appropriate confirmations were obtained for relevant amendments to
the Croda Pension Scheme.
Notes to the Group Accounts continued
151 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
11. Post-retirement benefits continued
Post-employment medical benefits
The Group operates an unfunded post-employment medical benefit scheme in the US. The
method of accounting, significant assumptions and the frequency of valuations are similar to
those used for defined benefit pension schemes set out above with the addition of actuarial
assumptions relating to the long-term increase in healthcare costs of 5.0% a year (2024: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
2025
2024
Present value of unfunded obligations
US scheme
10.7
11.9
2025
2024
£m
£m
Movement in present value of retirement benefit obligations
in the year:
Opening balance
11.9
13.1
Current service cost
0.8
Interest cost
–
0.6
Remeasurements – change in financial assumptions
(0.8)
Benefits paid
(0.4)
(0.2)
Exchange differences on overseas schemes
(0.8)
10.7
11.9
Pension and medical benefits – risks and volatility
Through its defined benefit pension schemes and post-employment medical schemes, the Group
is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond
yields; if scheme assets underperform this yield, a deficit will be created. The schemes hold a
proportion of equities, which are expected to outperform corporate bonds in the long term while
providing volatility and risk in the short term. As the schemes mature, the Group intends to reduce
the level of investment risk by investing more in assets that better match the liabilities. However,
the Group and the pension trustees (Trustees) believe that due to the long-term nature of
the scheme liabilities and the strength of the supporting Group, a level of continuing equity
investment is an appropriate element of the Group’s long-term strategy to manage the schemes
efficiently. See below for more details on the Group’s asset-liability matching strategy.
Changes in bond yields
A decrease in bond yields will increase scheme liabilities, although this will be partially offset by
an increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to
higher liabilities. However, the level of inflationary increases is usually capped to protect the
scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by
inflation in the case of fixed interest bonds or loosely correlated in the case of equities, meaning
that an increase in inflation will thus increase the deficit. In the US schemes, the pensions in
payment are not linked to inflation, so this is a less material risk.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so
increases in life expectancy will result in an increase in the schemes’ liabilities. This is particularly
significant in the UK scheme, where inflationary increases result in higher sensitivity to changes
in life expectancy. In the case of the funded schemes, the Group ensures that the investment
positions are managed within an asset-liability matching (ALM) framework that has been
developed to achieve long-term investments that are cognisant of the obligations under the
pension schemes. Within this framework, the Group’s ALM objective is to match a portion of
assets to the pension obligations by investing in long-term fixed interest securities with maturities
that match the benefit payments as they fall due and in the appropriate currency. The Group and
Trustees actively monitor how the duration and the expected yield of the investments are
matching the expected cash outflows arising from the pension obligations. The Group has
not changed the processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have
a material impact on the overall level of assets. A significant portion of assets in 2025 consists
of equities and bonds, although the schemes also invest in property and cash. The Group
believes that equities offer the best returns over the long term with an acceptable level of risk.
The UK scheme makes use of a portfolio of derivative instruments to mitigate interest rate and
inflation risk.
Notes to the Group Accounts continued
152 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
11. Post-retirement benefits continued
Post-employment medical benefits
The Group operates an unfunded post-employment medical benefit scheme in the US. The
method of accounting, significant assumptions and the frequency of valuations are similar to
those used for defined benefit pension schemes set out above with the addition of actuarial
assumptions relating to the long-term increase in healthcare costs of 5.0% a year (2024: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
2025
£m
2024
£m
Present value of unfunded obligations
US scheme
10.7
11.9
2025
£m
2024
£m
Movement in present value of retirement benefit obligations
in the year:
Opening balance
11.9
13.1
Current service cost
0.8
0.3
Interest cost
–
0.6
Remeasurements – change in financial assumptions
(0.8)
(2.2)
Benefits paid
(0.4)
(0.2)
Exchange differences on overseas schemes
(0.8)
0.3
10.7
11.9
Pension and medical benefits – risks and volatility
Through its defined benefit pension schemes and post-employment medical schemes, the Group
is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond
yields; if scheme assets underperform this yield, a deficit will be created. The schemes hold a
proportion of equities, which are expected to outperform corporate bonds in the long term while
providing volatility and risk in the short term. As the schemes mature, the Group intends to reduce
the level of investment risk by investing more in assets that better match the liabilities. However,
the Group and the pension trustees (Trustees) believe that due to the long-term nature of
the scheme liabilities and the strength of the supporting Group, a level of continuing equity
investment is an appropriate element of the Group’s long-term strategy to manage the schemes
efficiently. See below for more details on the Group’s asset-liability matching strategy.
Changes in bond yields
A decrease in bond yields will increase scheme liabilities, although this will be partially offset by
an increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to
higher liabilities. However, the level of inflationary increases is usually capped to protect the
scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by
inflation in the case of fixed interest bonds or loosely correlated in the case of equities, meaning
that an increase in inflation will thus increase the deficit. In the US schemes, the pensions in
payment are not linked to inflation, so this is a less material risk.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so
increases in life expectancy will result in an increase in the schemes’ liabilities. This is particularly
significant in the UK scheme, where inflationary increases result in higher sensitivity to changes
in life expectancy. In the case of the funded schemes, the Group ensures that the investment
positions are managed within an asset-liability matching (ALM) framework that has been
developed to achieve long-term investments that are cognisant of the obligations under the
pension schemes. Within this framework, the Group’s ALM objective is to match a portion of
assets to the pension obligations by investing in long-term fixed interest securities with maturities
that match the benefit payments as they fall due and in the appropriate currency. The Group and
Trustees actively monitor how the duration and the expected yield of the investments are
matching the expected cash outflows arising from the pension obligations. The Group has
not changed the processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have
a material impact on the overall level of assets. A significant portion of assets in 2025 consists
of equities and bonds, although the schemes also invest in property and cash. The Group
believes that equities offer the best returns over the long term with an acceptable level of risk.
The UK scheme makes use of a portfolio of derivative instruments to mitigate interest rate and
inflation risk.
Notes to the Group Accounts continued
The next triennial valuation of the UK scheme will be due as at 30 September 2026 with the
valuation to 30 September 2023 completed in the previous year. In the 30 September 2023
triennial valuation, the funding position had improved and the cost of providing benefits had
fallen. The Trustee and Company continue to work closely with their advisors to secure the long-
term security of members’ benefits. The funding review of the US scheme is undertaken annually.
As at 1 December 2024 the scheme was 108.6% funded.
The expected distribution of the timing of discounted benefit payments is as follows:
Less than
Between
Between
Beyond
Pension benefits
45.5
57.9
148.8
510.8
763.0
Post-employment medical benefits
0.5
0.5
1.6
8.1
10.7
46.0
58.4
150.4
518.9
773.7
Defined contribution schemes
2025
2024
£m
£m
Contributions paid charged to operating profit
8.2
8.6
Notes to the Group Accounts continued
153 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
12. Intangible assets
£m
£m
£m
£m
£m
£m
£m
Cost
At 1 January 2024
994.6
37.5
243.1
243.5
92.7
10.8
1,622.2
Exchange differences
(40.2)
(1.2)
(16.5)
(8.9)
(3.4)
(0.3)
(70.5)
Additions
–
3.4
–
–
–
–
3.4
Disposals and write-offs
–
(7.4)
–
–
–
(1.0)
(8.4)
Reclassifications from property, plant and equipment
–
3.3
–
–
–
–
3.3
At 31 December 2024
954.4
35.6
226.6
234.6
89.3
9.5
1,550.0
At 1 January 2025
954.4
35.6
226.6
234.6
89.3
9.5
1,550.0
Exchange differences
20.0
0.3
0.4
5.2
2.7
–
28.6
Additions
–
2.1
–
–
–
0.1
2.2
Disposals and write-offs
–
(0.3)
–
–
–
–
(0.3)
Adjustment
–
6.0
0.3
–
–
0.1
6.4
Reclassifications from property, plant and equipment
–
1.1
–
–
–
0.1
1.2
At 31 December 2025
974.4
44.8
227.3
239.8
92.0
9.8
1,588.1
Accumulated amortisation and impairment losses
At 1 January 2024
56.7
21.5
63.5
51.5
18.3
2.2
213.7
Exchange differences
(1.9)
(1.0)
(3.3)
(2.1)
(0.9)
–
(9.2)
Charge for the year (note 3)
–
4.1
17.8
14.4
5.2
0.8
42.3
Disposals and write-offs
–
(7.3)
–
–
–
(1.0)
(8.3)
Reclassifications from property, plant and equipment
–
0.9
–
–
–
–
0.9
At 31 December 2024
54.8
18.2
78.0
63.8
22.6
2.0
239.4
At 1 January 2025
54.8
18.2
78.0
63.8
22.6
2.0
239.4
Exchange differences
1.2
–
2.1
1.8
0.9
–
6.0
Charge for the year (note 3)
–
4.7
16.0
14.9
5.2
0.7
41.5
Disposals and write-offs
–
(0.3)
–
–
–
–
(0.3)
Adjustment
–
6.0
0.3
–
–
0.1
6.4
Impairments (note 3)
–
–
10.9
–
–
–
10.9
At 31 December 2025
56.0
28.6
107.3
80.5
28.7
2.8
303.9
Net carrying amount
At 31 December 2025
918.4
16.2
120.0
159.3
63.3
7.0
1,284.2
At
31 December 2024
899.6
17.4
148.6
170.8
66.7
7.5
1,310.6
At
1 January 2024
937.9
16.0
179.6
192.0
74.4
8.6
1,408.5
Notes to the Group Accounts continued
154 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
12. Intangible assets
Goodwill
£m
Software
£m
Technology
processes
£m
Customer
relationships
£m
Trade names
and brands
£m
Other
intangibles
£m
Total
£m
Cost
At 1 January 2024
994.6
37.5
243.1
243.5
92.7
10.8
1,622.2
Exchange differences
(40.2)
(1.2)
(16.5)
(8.9)
(3.4)
(0.3)
(70.5)
Additions
–
3.4
–
–
–
–
3.4
Disposals and write-offs
–
(7.4)
–
–
–
(1.0)
(8.4)
Reclassifications from property, plant and equipment
–
3.3
–
–
–
–
3.3
At 31 December 2024
954.4
35.6
226.6
234.6
89.3
9.5
1,550.0
At 1 January 2025
954.4
35.6
226.6
234.6
89.3
9.5
1,550.0
Exchange differences
20.0
0.3
0.4
5.2
2.7
–
28.6
Additions
–
2.1
–
–
–
0.1
2.2
Disposals and write-offs
–
(0.3)
–
–
–
–
(0.3)
Adjustment
–
6.0
0.3
–
–
0.1
6.4
Reclassifications from property, plant and equipment
–
1.1
–
–
–
0.1
1.2
At 31 December 2025
974.4
44.8
227.3
239.8
92.0
9.8
1,588.1
Accumulated amortisation and impairment losses
At 1 January 2024
56.7
21.5
63.5
51.5
18.3
2.2
213.7
Exchange differences
(1.9)
(1.0)
(3.3)
(2.1)
(0.9)
–
(9.2)
Charge for the year (note 3)
–
4.1
17.8
14.4
5.2
0.8
42.3
Disposals and write-offs
–
(7.3)
–
–
–
(1.0)
(8.3)
Reclassifications from property, plant and equipment
–
0.9
–
–
–
–
0.9
At 31 December 2024
54.8
18.2
78.0
63.8
22.6
2.0
239.4
At 1 January 2025
54.8
18.2
78.0
63.8
22.6
2.0
239.4
Exchange differences
1.2
–
2.1
1.8
0.9
–
6.0
Charge for the year (note 3)
–
4.7
16.0
14.9
5.2
0.7
41.5
Disposals and write-offs
–
(0.3)
–
–
–
–
(0.3)
Adjustment
–
6.0
0.3
–
–
0.1
6.4
Impairments (note 3)
–
–
10.9
–
–
–
10.9
At 31 December 2025
56.0
28.6
107.3
80.5
28.7
2.8
303.9
Net carrying amount
At 31 December 2025
918.4
16.2
120.0
159.3
63.3
7.0
1,284.2
At 31 December 2024
899.6
17.4
148.6
170.8
66.7
7.5
1,310.6
At 1 January 2024
937.9
16.0
179.6
192.0
74.4
8.6
1,408.5
Notes to the Group Accounts continued
Intangible asset amortisation is recorded in operating costs.
An impairment of £10.9m has been recognised relating to two acquired technology process
assets which are no longer expected to generate the benefits originally anticipated at acquisition.
Linked to the business transformation programme, a decision has been made to stop further
development of these technology assets as it has been determined that resources can be more
effectively engaged on other development projects. The assets have been determined to have no
value in use and therefore the impairment has been determined on a fair value less costs to sell
basis with a fair value hierarchy of Level 3 with no market observable data. The fair value less
costs to sell has been determined to be £nil on the basis the technology cannot be sold at its
current stage of development. Impairment of £7.5m is recognised in relation to Consumer Care
with the remaining £3.4m related to Life Sciences. The impairments were recorded in the income
statement on page 129 within exceptional operating costs.
An adjustment to cost and accumulated depreciation has been recognised in the year. Further
detail is provided in note 13.
The table below shows the carrying amounts and remaining useful economic life of the Group’s
material intangible assets:
2025
Avanti technology
13.6
9
16.1
10
Avanti customer relationships
34.0
14
37.9
15
Avanti brand
12.4
14
14.2
15
Incotec customer relationships
12.7
9
13.2
10
Fragrances technology
15.2
3
19.3
4
Flavours technology
10.6
4
12.7
5
Fragrances customer relationships
69.4
15
70.2
16
Flavours customer relationships
26.6
15
26.9
16
Fragrances trade name & brand
40.7
15
41.2
16
Croda Korea Ltd (formerly ‘Solus Biotech’)
technology
62.3
17
69.1
18
Impairment testing for CGUs containing goodwill
The Group's goodwill balance predominantly relates to the value of commercial and other
synergies arising from the combination of acquired businesses with Croda’s established global
sales, marketing and R&D networks. This goodwill is allocated to the Group’s Cash Generating
Units (CGUs) expected to benefit from that combination based on the smallest identifiable group
of assets that generate independent cash inflows. 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.
Accounting standards require the Group to periodically review and assess the Group's CGU
structure, particularly where there are significant changes in the way that the Group monitors
performance or other factors suggest that this is appropriate. There have been no significant
changes in the way that the Group monitors performance or other factors identified in the year
which would indicate that the current CGU structure is not appropriate.
The operating business segment CGUs identified in the previous year: Consumer Care, Life
Sciences and Industrial Specialties, alongside the Standalone Fragrances & Flavours (F&F) CGU
therefore remain appropriate.
For goodwill impairment testing purposes, the Group monitors goodwill at Consumer Care, Life
Sciences and F&F levels. F&F is also included within the Consumer Care group of CGUs and
goodwill associated with that group is tested at the level of the group of CGUs.
As discussed in the accounting policies note on page 136, goodwill is tested annually for
impairment with reference to the relevant CGU’s recoverable amount compared to the unit’s
carrying value including goodwill. The recoverable amount is based on the higher of fair value
less costs to sell and value in use calculations using discounted cash flow projections with the
following key assumptions:
• Five-year cash flow projections – based on management’s most recent risk-adjusted view of future
trading specific to the individual CGU, with assumptions on EBITDA growth (calculated as operating
profit before depreciation and amortisation) as a result of fluctuating revenue and operating
margins through the ability to pass on future raw material price increases.
• Terminal value growth in EBITDA – set for each CGU with reference to the long-term growth rate
for the market and territory in which the CGU operates but not exceeding the Group’s long-term
average growth rate, estimated at 3% given the markets and territories the Group operates in.
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile
of each CGU.
Notes to the Group Accounts continued
155 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
12. Intangible assets continued
The carrying amount of goodwill is allocated to operating business segment CGUs as follows:
2025
2024
Standalone
Allocated
Standalone
Allocated
Consumer Care
357.4
303.4
660.8
338.8
306.9
645.7
Life Sciences
–
257.6
257.6
–
253.9
253.9
357.4
561.0
918.4
338.8
560.8
899.6
There is no goodwill allocated to the Industrial Specialties operating business segment CGU.
The allocated goodwill includes all previously acquired goodwill which is no longer considered
a Standalone CGU and includes: £63m (2024: £60m) associated with the 2020 acquisition of
Iberchem as it relates to revenue synergies with Croda’s existing Consumer Care business, £192m
(2024: £192m) associated with the 2006 acquisition of Uniqema, £113m (2024: £117m) related to
the acquisition of Croda Korea Limited (formerly Solus Biotech), £70m (2024: £66m) related to the
acquisition of Incotec, £59m (2024: £64m) related to the acquisition of Avanti, £26m (2024: £24m)
related to the acquisition of Biosector and £6m (2024: £6m) related to the acquisition of Alban
Muller (with all other balances individually less than £10m).
For impairment testing performed at an operating business segment CGU level, the Group
performed value in use calculations which considered cash flow projections based on the Group’s
current year results and a growth rate of 3% (an appropriate risk-adjusted view based on past
experience reflecting the market and territories in which the Group operates), discounted using
a weighted average cost of capital, which for these purposes has been calculated to be
approximately 10.2% pre-tax (2024: 9.8%). Based on the testing performed, no impairment
has been recognised for the year ended 31 December 2025.
Fragrances & Flavours (F&F) Standalone CGU
The carrying amount of goodwill (post an impairment recognised in 2022) allocated to Standalone
CGU of Fragrances & Flavours (F&F) is £357.4m (2024: £338.8m). There are no other standalone
CGUs.
For the Standalone CGU the recoverable amount was based on value in use calculations. Cash
flow projections have been based on specific risk adjusted estimates taking management’s most
recent view of medium-term trading prospects. A cash flow projections period of five years has
been considered which is the period over which the Group considers medium-term financial
planning. Unless otherwise stated, cash flow projections assume an appropriate view of past
experience, specifically considering revenue growth in relation to market share, maintaining
operating margins, maintenance capital expenditure and working capital days. Discount rates
have been calculated for the F&F CGU using a specific weighted average cost of capital adjusted
for the specific risk profile of the CGU. The terminal value growth rates and discount rates applied
in the CGU level calculation are set out below:
2025
2024
Terminal value
Pre-tax
Terminal value
Pre-tax
growth rate
discount rate
growth rate
discount rate
Fragrances & Flavours
3.0%
11.9%
3.0%
11.6%
The impairment testing performed for the standalone F&F CGU has identified no impairment
for the year ended 31 December 2025 and F&F remain on track to perform to our long-term
expectations. In forming this conclusion, the Directors have reviewed sensitivity analysis which
considered a range of possibilities on key assumptions, both individually and in combination,
and considered whether these would give rise to an impairment. This analysis concluded that
no reasonably possible changes in key assumptions would cause the recoverable amount of the
F&F CGU to be less than the carrying value.
The range of key assumptions considered by the Directors included EBITDA compound annual
growth rates as a result of increasing revenue growth rates and improving operating margins
through cost of sales and operating costs.
Climate risk and impairment testing
The impact of climate change risks including the risks identified as part of the TCFD disclosures
on pages 41 to 47, with a particular focus on the impact of carbon pricing, has been considered as
part of the impairment testing. The discounted cashflows included in the value in use calculations
reflect the carbon costs of the CGU based on the latest Scope 1 and 2 emissions data and
applying a shadow carbon price of £124/tonne which is prudent when compared with the UK
Government Green Guide. It is recognised that different assessments of future carbon prices exist,
however the Directors believe that those which suggest significantly higher prices than those
utilised as part of our review are not currently reasonably possible due to the high level of
uncertainty in the future regulatory environment.
The cost of carbon has therefore been assessed to have an immaterial effect on the recoverable
amount of each
of the CGUs and as such carbon costs are not deemed to be a key assumption.
The Directors are aware of the ever-changing risks attached to climate change and will regularly
assess these risks against judgements and estimates made in future impairment testing.
Notes to the Group Accounts continued
156 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
12. Intangible assets continued
The carrying amount of goodwill is allocated to operating business segment CGUs as follows:
2025
2024
Standalone
CGUs
£m
Allocated
goodwill
£m
Total
£m
Standalone
CGUs
£m
Allocated
goodwill
£m
Total
£m
Consumer Care
357.4
303.4
660.8
338.8
306.9
645.7
Life Sciences
–
257.6
257.6
–
253.9
253.9
357.4
561.0
918.4
338.8
560.8
899.6
There is no goodwill allocated to the Industrial Specialties operating business segment CGU.
The allocated goodwill includes all previously acquired goodwill which is no longer considered
a Standalone CGU and includes: £63m (2024: £60m) associated with the 2020 acquisition of
Iberchem as it relates to revenue synergies with Croda’s existing Consumer Care business, £192m
(2024: £192m) associated with the 2006 acquisition of Uniqema, £113m (2024: £117m) related to
the acquisition of Croda Korea Limited (formerly Solus Biotech), £70m (2024: £66m) related to the
acquisition of Incotec, £59m (2024: £64m) related to the acquisition of Avanti, £26m (2024: £24m)
related to the acquisition of Biosector and £6m (2024: £6m) related to the acquisition of Alban
Muller (with all other balances individually less than £10m).
For impairment testing performed at an operating business segment CGU level, the Group
performed value in use calculations which considered cash flow projections based on the Group’s
current year results and a growth rate of 3% (an appropriate risk-adjusted view based on past
experience reflecting the market and territories in which the Group operates), discounted using
a weighted average cost of capital, which for these purposes has been calculated to be
approximately 10.2% pre-tax (2024: 9.8%). Based on the testing performed, no impairment
has been recognised for the year ended 31 December 2025.
Fragrances & Flavours (F&F) Standalone CGU
The carrying amount of goodwill (post an impairment recognised in 2022) allocated to Standalone
CGU of Fragrances & Flavours (F&F) is £357.4m (2024: £338.8m). There are no other standalone
CGUs.
For the Standalone CGU the recoverable amount was based on value in use calculations. Cash
flow projections have been based on specific risk adjusted estimates taking management’s most
recent view of medium-term trading prospects. A cash flow projections period of five years has
been considered which is the period over which the Group considers medium-term financial
planning. Unless otherwise stated, cash flow projections assume an appropriate view of past
experience, specifically considering revenue growth in relation to market share, maintaining
operating margins, maintenance capital expenditure and working capital days. Discount rates
have been calculated for the F&F CGU using a specific weighted average cost of capital adjusted
for the specific risk profile of the CGU. The terminal value growth rates and discount rates applied
in the CGU level calculation are set out below:
2025
2024
Terminal value
growth rate
Pre-tax
discount rate
Terminal value
growth rate
Pre-tax
discount rate
Fragrances & Flavours
3.0%
11.9%
3.0%
11.6%
The impairment testing performed for the standalone F&F CGU has identified no impairment
for the year ended 31 December 2025 and F&F remain on track to perform to our long-term
expectations. In forming this conclusion, the Directors have reviewed sensitivity analysis which
considered a range of possibilities on key assumptions, both individually and in combination,
and considered whether these would give rise to an impairment. This analysis concluded that
no reasonably possible changes in key assumptions would cause the recoverable amount of the
F&F CGU to be less than the carrying value.
The range of key assumptions considered by the Directors included EBITDA compound annual
growth rates as a result of increasing revenue growth rates and improving operating margins
through cost of sales and operating costs.
Climate risk and impairment testing
The impact of climate change risks including the risks identified as part of the TCFD disclosures
on pages 41 to 47, with a particular focus on the impact of carbon pricing, has been considered as
part of the impairment testing. The discounted cashflows included in the value in use calculations
reflect the carbon costs of the CGU based on the latest Scope 1 and 2 emissions data and
applying a shadow carbon price of £124/tonne which is prudent when compared with the UK
Government Green Guide. It is recognised that different assessments of future carbon prices exist,
however the Directors believe that those which suggest significantly higher prices than those
utilised as part of our review are not currently reasonably possible due to the high level of
uncertainty in the future regulatory environment.
The cost of carbon has therefore been assessed to have an immaterial effect on the recoverable
amount of each of the CGUs and as such carbon costs are not deemed to be a key assumption.
The Directors are aware of the ever-changing risks attached to climate change and will regularly
assess these risks against judgements and estimates made in future impairment testing.
Notes to the Group Accounts continued
13. Property, plant and equipment
Land and
Plant and
Cost
At
1 January 2024
320.4
1,216.5
1,536.9
Exchange differences
(4.9)
(17.0)
(21.9)
Additions
32.1
100.0
132.1
Other disposals and write-offs
(1.0)
(21.9)
(22.9)
Reclassifications
3.4
–
Reclassifications to intangible assets and right of use assets
–
(3.4)
(3.4)
At
31 December 2024
343.2
1,277.6
1,620.8
Exchange differences
8.1
(59.3)
Additions
17.0
81.0
98.0
Other disposals and write
-offs
(0.7)
(8.4)
(9.1)
Adjustment
28.5
156.6
185.1
Reclassifications
35.1
(35.1)
Reclassifications to intangible assets
–
(1.2)
(1.2)
At 31 December 2025
431.2
1,411.2
1,842.4
Accumulated depreciation and impairment losses
At 1 January 2024
86.1
406.8
492.9
Exchange differences
Charge for the year (note 3)
12.5
64.8
77.3
Other disposals and write-offs
(1.0)
(20.6)
(21.6)
Reclassifications
0.1
(0.1)
–
Reclassifications to intangible assets
–
(0.9)
At 31 December 2024
96.0
441.9
537.9
Exchange differences
(2.0)
(16.1)
(18.1)
Charge for the
year (note 3)
13.8
67.6
81.4
Other disposals and write-offs
(0.7)
(7.9)
(8.6)
A djustment
28.3
156.8
185.1
Reclassifications
0.7
(0.7)
–
Impairments
30.5
48.4
78.9
At 31 December 2025
166.6
690.0
856.6
Net book amount
At 31 December 2025
264.6
721.2
985.8
At 31 December 2024
247.2
835.7
1,082.9
At 1 January 2024
234.3
809.7
1,044.0
During the year the Group recognised government grant funding of £9.7m (2024: £36.8m) relating
to the US cGMP scale up project and UK Pharma production capacity expansion project.
Impairments of £78.9m have been recognised during the period where decisions made in the year
have resulted in the requirement for impairment:
• An impairment of £44.6m related to the Group’s decision in the year to place the lipids scale up
facility on standby at Lamar, Pennsylvania in the USA in the Life Sciences sector. A capacity review
of lipid manufacturing facilities across the Group identified that excess capacity exists versus
anticipated medium-term demand and resulted in the decision to place the site on standby to
ensure optimisation of the Group’s global footprint and to minimise costs, aligned with the
principles of the wider transformation programme. The recoverable amount of the asset has been
determined as £nil on both a fair value less costs to sell and a value in use basis. The value in use
is £nil as some costs must still be incurred to comply with the Group’s obligations in relation to the
pandemic preparedness agreement with the US Government, but the site will not generate any
income whilst in standby mode (an onerous contract provision has been recognised in relation to
these costs, further detail is included in note 21). The fair value less costs to sell have also been
determined to be £nil due to restrictions in place linked to the contract with the US Government for
the next 10 years. The fair value hierarchy of the valuation has been determined to be Level 3 as
observable market data is not available.
• Impairments of £28.7m related to several assets under construction following a detailed
examination of the Group’s capital expenditure spend. The review resulted in the decision in the
period to stop or amend the planned scale of specific projects as they have been assessed to no
longer represent the most effective investment of resources in the current market environment.
The impairments have all been recognised on the basis of fair value less costs to sell of £nil as it is
not possible to sell the assets in their current stage of development because they are specific to
the Group, are incomplete or are part of a wider production site and therefore cannot be separated.
The fair value hierarchy has therefore been determined to be Level 3 as observable market data is
not available. The value in use of these assets has also been determined to be £nil. These impairment
losses relate to the Consumer Care, Life Sciences and Industrial Specialties market sectors.
• An impairment of £5.6m related to property, plant and equipment (with a further £16.6m related to
right of use assets and is included in note 14) relates to the critical assessment of the Group’s supply
chain infrastructure as part of the business transformation programme and subsequent decision in
the current period to optimise the Group’s warehousing footprint and cease operations at a leased
warehouse located in the UK, resulting in the partial impairment of the related property, plant and
equipment and right of use asset. The impairment has been determined on a value in use basis with
a recoverable amount of £6.7m (against both property, plant and equipment and right of use assets)
and utilised a discount rate of 9.8%. The impairment loss relates to a shared asset and therefore the
charge has been recognised in each of the Group’s market sectors.
Notes to the Group Accounts continued
157 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
13. Property, plant and equipment continued
These impairments were recorded in the income statement on page 129 within exceptional
operating costs. The impairment recognised at Lamar could reverse in the future if profitable
manufacturing commences at the site. However, currently the Group does not consider there
a reasonable scenario where that could occur.
Under the Group’s business transformation programme, a number of other capacity optimisation
projects are being considered where decisions could be made in the future that may indicate a
change in the planned use of certain assets to optimise our manufacturing footprint. Management
will continue to assess this position on an ongoing basis but have concluded that indicators of
impairment do not currently exist in relation to these assets.
An adjustment has been recognised to cost and accumulated depreciation of property, plant and
equipment. As part of the preparation steps in a planned future ERP upgrade, it was identified that
certain centralised adjustments required annually for assets previously acquired as part of
business combinations had not been made in full. Whilst the net impact of these adjustments is
£nil to the carrying amount of the Group’s property, plant and equipment, a gross adjustment of
£28.5m to land and buildings and £156.6m to plant and equipment has been made to adjust the
cost and accumulated depreciation. Similar adjustments of £6.4m were also identified in intangible
assets and £1.2m in right of use assets. As the Directors do not consider the effect on the prior
period financial statements to be material, this has been corrected in the current period.
Reclassifications of £35.1m primarily relate to reclassification of asset under construction balances
to the appropriate category on finalisation of the project.
The value of assets under construction not yet subject to depreciation at 31 December was as
follows:
2025
2024
£m
£m
Assets under construction
Land and buildings
33.4
Plant and equipment
116.9
206.4
150.3
244.9
14. Leases
Right of use assets
Land and
Plant and
£m
£m
£m
Cost
At 1 January 2024
117.1
21.1
138.2
Exchange differences
(3.3)
(0.5)
(3.8)
Additions
5.0
3.3
8.3
Remeasurements
7.0
0.4
7.4
Other disposals and write-offs
(2.4)
(1.9)
(4.3)
Reclassifications from property, plant and equipment
0.1
–
0.1
At 31 December 2024
123.5
22.4
145.9
Exchange differences
(2.7)
(0.2)
(2.9)
Additions
7.3
2.2
9.5
Remeasurements
2.0
0.3
2.3
Other disposals and write
-offs
Adjustment
1.1
0.1
1.2
At 31 December 2025
122.1
22.4
144.5
Accumulated depreciation and impairment losses
At 1 January 2024
42.1
8.6
50.7
Exchange differences
(1.7)
(0.2)
(1.9)
Charge for the year (note 3)
12.8
3.4
16.2
Other disposals and write-offs
(2.3)
(1.8)
(4.1)
At 31 December 2024
50.9
10.0
60.9
Exchange differences
(1.0)
(0.3)
(1.3)
Charge for the year (note 3)
10.5
3.6
14.1
Other disposals and write-offs
(9.0)
(2.2)
(11.2)
A
djustment
1.1
0.1
1.2
Impairments
15.9
1.6
17.5
At 31 December 2025
68.4
12.8
81.2
Net book amount
At 31 December 2025
53.7
9.6
63.3
At
31 December 2024
72.6
12.4
85.0
At
1 January 2024
75.0
12.5
87.5
Impairments of £17.5m have been recognised during the year linked to the Group’s business
transformation programme that includes an impairment of £16.6m (with a further £5.6m related to
property, plant and equipment) relating to the optimisation of the Group’s warehousing footprint
and the subsequent decision to cease operations at a leased warehouse located in the UK.
Further detail of this impairment is included in note 13.
Notes to the Group Accounts continued
158 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
13. Property, plant and equipment continued
These impairments were recorded in the income statement on page 129 within exceptional
operating costs. The impairment recognised at Lamar could reverse in the future if profitable
manufacturing commences at the site. However, currently the Group does not consider there
a reasonable scenario where that could occur.
Under the Group’s business transformation programme, a number of other capacity optimisation
projects are being considered where decisions could be made in the future that may indicate a
change in the planned use of certain assets to optimise our manufacturing footprint. Management
will continue to assess this position on an ongoing basis but have concluded that indicators of
impairment do not currently exist in relation to these assets.
An adjustment has been recognised to cost and accumulated depreciation of property, plant and
equipment. As part of the preparation steps in a planned future ERP upgrade, it was identified that
certain centralised adjustments required annually for assets previously acquired as part of
business combinations had not been made in full. Whilst the net impact of these adjustments is
£nil to the carrying amount of the Group’s property, plant and equipment, a gross adjustment of
£28.5m to land and buildings and £156.6m to plant and equipment has been made to adjust the
cost and accumulated depreciation. Similar adjustments of £6.4m were also identified in intangible
assets and £1.2m in right of use assets. As the Directors do not consider the effect on the prior
period financial statements to be material, this has been corrected in the current period.
Reclassifications of £35.1m primarily relate to reclassification of asset under construction balances
to the appropriate category on finalisation of the project.
The value of assets under construction not yet subject to depreciation at 31 December was as
follows:
2025
£m
2024
£m
Assets under construction
Land and buildings
33.4
38.5
Plant and equipment
116.9
206.4
150.3
244.9
14. Leases
Right of use assets
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At 1 January 2024
117.1
21.1
138.2
Exchange differences
(3.3)
(0.5)
(3.8)
Additions
5.0
3.3
8.3
Remeasurements
7.0
0.4
7.4
Other disposals and write-offs
(2.4)
(1.9)
(4.3)
Reclassifications from property, plant and equipment
0.1
–
0.1
At 31 December 2024
123.5
22.4
145.9
Exchange differences
(2.7)
(0.2)
(2.9)
Additions
7.3
2.2
9.5
Remeasurements
2.0
0.3
2.3
Other disposals and write-offs
(9.1)
(2.4)
(11.5)
Adjustment
1.1
0.1
1.2
At 31 December 2025
122.1
22.4
144.5
Accumulated depreciation and impairment losses
At 1 January 2024
42.1
8.6
50.7
Exchange differences
(1.7)
(0.2)
(1.9)
Charge for the year (note 3)
12.8
3.4
16.2
Other disposals and write-offs
(2.3)
(1.8)
(4.1)
At 31 December 2024
50.9
10.0
60.9
Exchange differences
(1.0)
(0.3)
(1.3)
Charge for the year (note 3)
10.5
3.6
14.1
Other disposals and write-offs
(9.0)
(2.2)
(11.2)
Adjustment
1.1
0.1
1.2
Impairments
15.9
1.6
17.5
At 31 December 2025
68.4
12.8
81.2
Net book amount
At 31 December 2025
53.7
9.6
63.3
At 31 December 2024
72.6
12.4
85.0
At 1 January 2024
75.0
12.5
87.5
Impairments of £17.5m have been recognised during the year linked to the Group’s business
transformation programme that includes an impairment of £16.6m (with a further £5.6m related to
property, plant and equipment) relating to the optimisation of the Group’s warehousing footprint
and the subsequent decision to cease operations at a leased warehouse located in the UK.
Further detail of this impairment is included in note 13.
Notes to the Group Accounts continued
The impairments were recorded in the income statement on page 129 within exceptional
operating costs.
An adjustment to cost and accumulated depreciation has been recognised in the year. Further
detail is provided in note 13.
Lease liabilities
Lease liabilities included in the Group balance sheet
Current
14.5
13.2
Non
-current
63.7
70.7
78.2
83.9
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented
within note 20.
Amounts recognised in the Group Income Statement
2025
2024
£m
Interest on lease liabilities
2.8
2.8
Expenses relating to short
-term leases
0.7
0.4
Expenses relating to low value leases, excluding short-term leases of low
value assets
0.2
0.2
Expenses relating to variable lease components
0.4
0.6
Depreciation of right of use assets
14.1
16.2
Impairment of right of use assets
17.5
–
35.7
20.2
Total cash outflow for leases
2025
2024
£m
£m
Payment of lease liabilities
18.1
17.5
Payment of short -term, low value and variable lease components
1.3
1.2
19.4
18.7
15. Future commitments
2025
2024
Group capital projects
At 31 December the Directors had authorised the following expenditure,
excluding grant income, on capital projects:
Contracted, but not provided for
Property, plant and equipment
29.6
41.0
Intangible assets
0.5
0.4
Authorised, but not contracted for
Property, plant and equipment
55.3
124.6
Intangible assets
3.3
8.1
88.7
174.1
16. Investments
The amounts recognised in the balance sheet are as follows:
2025
2024
Other investments
1.9
17. Inventories
2025
2024
Raw materials
93.7
88.6
Work in progress
47.9
44.9
Finished goods
228.9
234.4
370.5
367.9
The Group consumed £953.7m (2024: £894.2m) of inventories during the year.
Notes to the Group Accounts continued
159 Croda International Plc Annual Report & Accounts 2025
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Notes to the Group Accounts continued
18. Trade and other receivables
2025
2024
Amounts falling due within one year
Trade receivables
303.6
283.5
Less: provision for impairment of receivables
(8.2)
(6.6)
Trade receivables
– net
295.4
276.9
Value added taxes
37.9
36.2
Other receivables
17.0
21.3
Prepayments
13.5
15.1
363.8
349.5
The ageing of the Group’s year end overdue receivables against which no material provision has
been made is as follows:
2025
2024
Not impaired
Less than three months
47.4
42.2
Three to six months
7.7
7.4
Over six months
3.5
4.4
58.6
54.0
The provision for impairment of receivables principally relates to customers in unexpectedly
difficult economic circumstances. The overdue receivables against which no material provision
has been made relate to a number of customers for whom there is no recent history of default,
nor any other indication that settlement will not be forthcoming. The other classes within trade
and other receivables do not contain impaired assets and are considered to be fully recoverable.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
2025
2024
£m
£m
Sterling
13.5
15.5
US Dollar
103.7
102.0
Euro
115.2
98.5
Other
131.4
133.5
363.8
349.5
Movements on the Group’s provision for impairment of trade receivables are as follows:
2025
2024
£m
£m
At 1 January
6.6
6.8
Exchange differences
–
Charged to the income statement
3.9
2.0
Net write
-off of uncollectible receivables
(2.3)
(1.7)
At 31 December
8.2
6.6
Amounts charged to the income statement are included within administrative expenses.
19. Trade and other payables
2025
2024
Trade payables
130.1
126.7
Taxation and social security
11.2
13.0
Other payables
35.1
32.9
Accruals and deferred income
105.1
102.5
281.5
275.1
All trade payables are payable within one year. Included in the above are balances payable after
one year of £1.0m (2024: £1.1m) within other payables.
Notes to the Group Accounts continued
160 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
18. Trade and other receivables
2025
£m
2024
£m
Amounts falling due within one year
Trade receivables
303.6
283.5
Less: provision for impairment of receivables
(8.2)
(6.6)
Trade receivables – net
295.4
276.9
Value added taxes
37.9
36.2
Other receivables
17.0
21.3
Prepayments
13.5
15.1
363.8
349.5
The ageing of the Group’s year end overdue receivables against which no material provision has
been made is as follows:
2025
£m
2024
£m
Not impaired
Less than three months
47.4
42.2
Three to six months
7.7
7.4
Over six months
3.5
4.4

58.6
54.0
The provision for impairment of receivables principally relates to customers in unexpectedly
difficult economic circumstances. The overdue receivables against which no material provision
has been made relate to a number of customers for whom there is no recent history of default,
nor any other indication that settlement will not be forthcoming. The other classes within trade
and other receivables do not contain impaired assets and are considered to be fully recoverable.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
2025
£m
2024
£m
Sterling
13.5
15.5
US Dollar
103.7
102.0
Euro
115.2
98.5
Other
131.4
133.5
363.8
349.5
Movements on the Group’s provision for impairment of trade receivables are as follows:
2025
£m
2024
£m
At 1 January
6.6
6.8
Exchange differences
–
(0.5)
Charged to the income statement
3.9
2.0
Net write-off of uncollectible receivables
(2.3)
(1.7)
At 31 December
8.2
6.6
Amounts charged to the income statement are included within administrative expenses.
19. Trade and other payables
2025
£m
2024
£m
Trade payables
130.1
126.7
Taxation and social security
11.2
13.0
Other payables
35.1
32.9
Accruals and deferred income
105.1
102.5
281.5
275.1
All trade payables are payable within one year. Included in the above are balances payable after
one year of £1.0m (2024: £1.1m) within other payables.
Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets
This note should be read in conjunction with the further liquidity disclosures in our accounting
policies note and the Finance Review on pages 20 to 24.
2025
2024
A
ssets
Non-current assets – Investments
1.9
1.9
Current assets – Trade and other receivables (excluding prepayments and
value added taxes*
)
312.4
298.2
314.3
300.1
Current liabilities
Trade and other payables (excluding taxation, social security, accruals and
deferred income)
164.2
158.5
€70m 1.43% fixed rate 10 year note
61.0
–
£70m 2.80% fixed rate 10 year note
70.0
–
Unsecured bank loans and overdrafts due within one year or on demand
13.9
32.8
Other loans
3.2
2.2
Lease liabilities
14.5
13.2
326.8
206.7
Non-current liabilities
2024
226.0
208.4
US$100m 3.75% fixed rate 10 year note
74.2
79.9
€70m 1.43% fixed rate 10 year note
–
57.9
£70m 2.80% fixed rate 10 year note
–
70.0
€50
m 1.18% fixed rate 8 year note
43.6
41.3
£65m 2.46% fixed rate 8 year note
65.0
65.0
US$60m 3.70% fixed rate 10 year note
44.5
47.9
Other secured bank loans
10.5
2.9
Other unsecured bank loans
5.4
5.8
Preference share capital
1.1
1.1
Lease liabilities
63.7
70.7
534.0
650.9
During October 2025, the Group extended the existing 2024 Club facility by a year, resetting its
five-year term and resulting in a maturity date of October 2030. Interest is charged on this
agreement at a floating rate based on SONIA, SOFR or EURIBOR, depending upon the drawdown
currency, plus a variable margin.
* The 2024 disclosure of Current assets - Trade and other receivables has been updated to exclude value
added taxes.
2025
2024
Maturity profile of financial liabilities
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
144.9
32.8
3.2
2.2
148.1
35.0
Lease liabilities
14.5
13.2
162.6
After more than one year
Loans repayable
112.1
131.6
Within two to five years
347.8
365.2
9.3
82.3
469.2
579.1
Preference share capital
1.1
1.1
Lease liabilities
63.7
70.7
534.0
650.9
The minimum lease payments under lease
liabilities fall due as follows:
Within one year
15.4
15.5
13.7
Within two to five years
24.5
26.3
40.1
45.0
93.7
100.7
Future finance charges on lease liabilities
(15.5)
(16.8)
Present value of lease liabilities
78.2
83.9
Notes to the Group Accounts continued
161 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets
continued
2025
2024
Undiscounted maturity analysis of financial liabilities
Within one year
147.0
34.3
Other loans
3.3
2.3
Lease liabilities
15.4
15.5
After more than one year
165.7
52.1
Loans repayable
130.8
154.6
Within two to five years
399.5
427.5
Five years and over
Lease liabilities
10.1
85.8
13.7
13.9
Within two to five years
24.5
26.3
40.1
45.0
618.7
753.1
The analysis above includes estimated interest payable to maturity on the underlying loans.
For the loans due after more than one year £17.3m (2024: £21.5m) of the interest falls due within
one year of the balance sheet date, £16.3m (2024: £20.1m) within one to two years, £37.2m
(2024: £46.9m) within two to five years and £0.4m (2024: £0.4m) beyond five years.
Interest rate and currency profile of Group financial liabilities
Fixed rate
Total
Fixed
Floating
Interest rate
Fixed period
£m
£m
£m
%
Years
Sterling
354.9
135.0
219.9
2.64
1.0
US Dollar
150.9
118.8
32.1
3.73
3.9
Euro
127.3
104.6
22.7
1.33
0.9
Other
63.5
–
63.5
–
–
At
31 December 2025
696.6
358.4
338.2
2.62
1.9
Sterling
377.6
135.0
242.6
2.64
2.0
US Dollar
162.6
127.8
34.8
3.73
4.9
Euro
106.6
99.2
7.4
1.33
1.9
Other
52.3
–
52.3
–
–
At 31 December 2024
699.1
362.0
337.1
2.67
3.0
Fair values
The table below details a comparison of the book and fair values of the Group’s financial assets
and liabilities. Where there are no readily available market values to determine fair values, cash
flows relating to the various instruments have been discounted at prevailing interest
and exchange rates to give an estimate of fair value.
Book
Fair
Book
Fair
Cash deposits
172.8
172.8
166.8
166.8
Other investments
1.9
1.9
1.9
1.9
2024
Club facility due 2030
(226.0)
(226.0)
(208.4)
(208.4)
US$
100m 3.75% fixed rate 10 year note
(74.2)
(70.8)
€70m 1.43% fixed rate 10 year note
(61.0)
(60.6)
(57.9)
(56.6)
£
70m 2.80% fixed rate 10 year note
(70.0)
(69.3)
€50m 1.18% fixed rate 8 year note
(43.6)
(42.5)
(41.3)
(39.6)
£
65m 2.46% fixed rate 8 year note
(65.0)
(62.6)
US$60m 3.70% fixed rate 10 year note
(44.5)
(42.9)
(47.9)
(44.3)
Other bank borrowings
(29.8)
(29.8)
Other loans
(3.2)
(3.2)
(2.2)
(2.2)
Preference share capital
(1.1)
(1.1)
For financial instruments with a remaining life of greater than one year, fair values are based on
cash flows discounted at prevailing interest rates. Accordingly, the fair value of cash deposits
and short-term borrowings approximates to the book value due to the short maturity of these
instruments. The same applies to trade and other receivables and payables excluded from the
above analysis.
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1),
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2),
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of other
investments which are classed as level 3.
Notes to the Group Accounts continued
162 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets
continued
2025
£m
2024
£m
Undiscounted maturity analysis of financial liabilities
Within one year
Bank loans and overdrafts
147.0
34.3
Other loans
3.3
2.3
Lease liabilities
15.4
15.5

165.7
52.1
After more than one year
Loans repayable
Within one to two years
130.8
154.6
Within two to five years
399.5
427.5
Five years and over
10.1
85.8
Lease liabilities
Within one to two years
13.7
13.9
Within two to five years
24.5
26.3
Five years and over
40.1
45.0

618.7
753.1
The analysis above includes estimated interest payable to maturity on the underlying loans.
For the loans due after more than one year £17.3m (2024: £21.5m) of the interest falls due within
one year of the balance sheet date, £16.3m (2024: £20.1m) within one to two years, £37.2m
(2024: £46.9m) within two to five years and £0.4m (2024: £0.4m) beyond five years.
Interest rate and currency profile of Group financial liabilities
Fixed rate
weighted average
Total
£m
Fixed
£m
Floating
£m
Interest rate
%
Fixed period
Years
Sterling
354.9
135.0
219.9
2.64
1.0
US Dollar
150.9
118.8
32.1
3.73
3.9
Euro
127.3
104.6
22.7
1.33
0.9
Other
63.5
–
63.5
–
–
At 31 December 2025
696.6
358.4
338.2
2.62
1.9
Sterling
377.6
135.0
242.6
2.64
2.0
US Dollar
162.6
127.8
34.8
3.73
4.9
Euro
106.6
99.2
7.4
1.33
1.9
Other
52.3
–
52.3
–
–
At 31 December 2024
699.1
362.0
337.1
2.67
3.0
Fair values
The table below details a comparison of the book and fair values of the Group’s financial assets
and liabilities. Where there are no readily available market values to determine fair values, cash
flows relating to the various instruments have been discounted at prevailing interest
and exchange rates to give an estimate of fair value.
Book
value
2025
£m
Fair
value
2025
£m
Book
value
2024
£m
Fair
value
2024
£m
Cash deposits
172.8
172.8
166.8
166.8
Other investments
1.9
1.9
1.9
1.9
2024 Club facility due 2030
(226.0)
(226.0)
(208.4)
(208.4)
US$100m 3.75% fixed rate 10 year note
(74.2)
(70.8)
(79.9)
(71.2)
€70m 1.43% fixed rate 10 year note
(61.0)
(60.6)
(57.9)
(56.6)
£70m 2.80% fixed rate 10 year note
(70.0)
(69.3)
(70.0)
(67.2)
€50m 1.18% fixed rate 8 year note
(43.6)
(42.5)
(41.3)
(39.6)
£65m 2.46% fixed rate 8 year note
(65.0)
(62.6)
(65.0)
(60.3)
US$60m 3.70% fixed rate 10 year note
(44.5)
(42.9)
(47.9)
(44.3)
Other bank borrowings
(29.8)
(29.8)
(41.5)
(41.5)
Other loans
(3.2)
(3.2)
(2.2)
(2.2)
Preference share capital
(1.1)
(1.1)
(1.1)
(1.1)
For financial instruments with a remaining life of greater than one year, fair values are based on
cash flows discounted at prevailing interest rates. Accordingly, the fair value of cash deposits
and short-term borrowings approximates to the book value due to the short maturity of these
instruments. The same applies to trade and other receivables and payables excluded from the
above analysis.
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1),
•
Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2),
•
Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of other
investments which are classed as level 3.
Notes to the Group Accounts continued
Preference share capital
2025
2024
The authorised, issued and fully paid preference share capital comprises:
615
,562
5.9% preference shares
of £1 (2024: 615,562)
0.6
0.6
498,434
6.6% preference shares of £1
(2024: 498,434)
0.5
0.5
21,900
7.5% preference shares of £1
(2024: 21,900)
–
–
1.1
1.1
The preference shares have no redemption rights and carry no voting rights other than in certain
circumstances affecting the rights of the preference shareholders, details of which are set out in
the Company’s Articles of Association. The three classes of preference shares rank pari passu with
each other but ahead of the ordinary shares on a winding up. Rights on a winding up are limited to
repayment of capital and any arrears of dividends.
Borrowing facilities
As at 31 December 2025, the Group had undrawn committed facilities of £400.9m (2024:
£418.0m). In addition, the Group had other undrawn facilities of £65.8m (2024: £86.5m) available.
Of the Group’s total committed facilities of £1,066.6m, £921.1m expires after 2026. New and repaid
borrowings disclosed in the Group Statement of Cash Flows reflect routine short-term cash
management, comprising regular monthly drawdowns and repayments on the Group’s revolving
credit facilities. The prior year reflects the repayment of the Group’s 2019 Club facility due to it
being replaced with the Group’s Club revolving credit facility.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: currency risk, interest rate risk,
liquidity risk, and credit risk. The Group’s overall risk management strategy is approved by the
Board and implemented and reviewed by the Risk Management Committee. Detailed financial
risk management is then delegated to the Group Finance department which has a specific policy
manual that sets out guidelines to manage financial risk. Regular reports are received from all
sectors and regional operating units to enable prompt identification of financial risks so that
appropriate action may be taken. In the management definition of capital, the Group includes
ordinary and preference share capital and net debt.
Currency risk
The Group operates internationally and is exposed to currency risk arising from various currency
exposures, primarily with respect to the US Dollar and the Euro. Foreign exchange risk arises from
future commercial transactions, recognised assets and liabilities and net investments in foreign
operations. Entities in the Group use foreign currency bank balances to manage their foreign
exchange risk arising from future commercial transactions, recognised assets and liabilities.
The Group’s risk management policy is to manage transactional risk up to three months forward.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign
currency translation risk. Currency exposure arising from the net assets of the Group’s foreign
operations is not specifically hedged but is reduced primarily through borrowings denominated
in the relevant foreign currencies where it is efficient to do so. Currency exposure arising from
significant one-off transactions (for example acquisitions or disposals) is reviewed and hedged
through forward contracts if required.
For 2025, had the Group’s basket of reporting currencies been 10% weaker/stronger than the
actual rates experienced, post-tax profit for the year would have been £23.3m (2024: £21.1m)
lower/higher than reported, primarily as a result of the translation of the profits of the Group’s
overseas entities, and equity would have been £194.1m (2024: £199.1m) lower/higher.
Cash flow hedging
There have been no significant cash flow hedging arrangements in either the current or
previous years.
Interest rate risk
The Group has both interest bearing assets and liabilities. As per Group Treasury policy, the
proportion of Group debt to be protected by fixed interest rates should fall between 40% and 75%
of the Group’s gross debt. As at 31 December 2025, approximately 51% of Group borrowings were
at fixed rates (2024: 52%)
At 31 December 2025, aside from the fixed rate loan notes, all Group debt and cash was exposed
to repricing within 12 months of the balance sheet date.
At 31 December 2025, the Group’s fixed rate debt was at a weighted average rate of 2.62%
(2024: 2.66%). As at 31 December 2025, the Group’s floating rate liabilities are based on SONIA,
SOFR or EURIBOR, depending upon the drawdown currency.
Based on the above, had interest rates moved by 100 basis points in the territories where the
Group has substantial borrowings, post-tax profits would have moved by £3.4m (2024: £3.4m)
due to a change in interest expense on the Group’s floating rate borrowings.
Notes to the Group Accounts continued
163 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets
continued
Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities designed
to ensure that the Group has sufficient funds available for operations and planned investments.
On a regular basis, management monitors forecasts of the Group’s cash flows against both
internal targets and those targets imposed by external lenders. The Group has substantial
committed, unused facilities and the Directors are confident this situation will remain the case
for the foreseeable future.
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure
that sales of products are made to customers with an appropriate credit history. Derivative
counterparties and cash transactions are limited to high-credit-quality financial institutions.
The Group has policies that limit the amount of credit exposure to any individual financial
institution.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern in order to provide returns for shareholders and benefits for other stakeholders,
as well as maintaining an optimal capital structure to reduce overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid,
issue new shares, return capital to shareholders or dispose of assets to reduce net debt. Given
the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend
policy in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further
details can be found in the Finance Review on pages 20 to 24.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of
shareholder value within the Group. The Group’s ROIC now stands at 8.2% (2024: 7.7% (restated
from 7.1%, see note 27)) against a post-tax Weighted Average Cost of Capital (WACC) of 8.5%
(2024: 7.9%). The Group’s target is to maintain ROIC at two to three times WACC over the long
term. In addition, the Group employs two widely used ratios to measure its ability to service its
debt. Both net debt/EBITDA and EBITDA interest cover were well ahead of target in 2025. Further
details can be found in the Finance Review on pages 20 to 24. The Group was in compliance with
its covenant requirements throughout the year. Additional information on progress against key
performance indicators can be found on pages 25 and 26.
21. Provisions
Onerous
At 1 January 2025
12.1
0.9
7.6
–
3.2
23.8
Exchange differences
–
(0.3)
(0.3)
(0.1)
Released to the income
statement
–
–
–
–
(2.0)
(2.0)
Charged to the income
statement
0.3
10.0
0.2
15.9
0.2
26.6
Cash paid against
provisions and utilised
–
–
(0.6)
At 31 December 2025
10.1
2.3
7.5
15.6
0.7
36.2
Analysis of total provisions
2025
2024
Current
6.8
6.5
Non
-current
29.4
17.3
36.2
23.8
Provisions are made where a constructive or legal obligation has arisen from a past event, can be
quantified and where the timing of the transfer of economic benefits relating to the provisions
cannot be ascertained with any degree of certainty. Provisions recognised are estimates covering
many years based on current conditions, including the regulatory environment, or known future
changes. Future costs may vary due to events and conditions outside of the Group’s control, for
example changes in regulations.
The environmental provision of £10.1m relates to soil, potential groundwater and other
contamination on a number of sites, both currently in use and previously occupied, in Europe and
the Americas. The provisions are based on most recently available facts and prior experience and
are recorded at the estimated amount as at the balance sheet date. The Directors expect that the
balance will be utilised within 34 years.
The restructuring provision of £2.3m relates to the business transformation programme detailed
in note 3. Costs have been incurred during the year related to this activity, with most of the
provision utilised by the end of the year. The remaining provision is expected to be utilised
in less than one year.
The site restoration provisions of £7.5m relate to certain leased sites with an existing obligation to
restore the environment or dismantle assets. The provisions are based on most recently available
facts and prior experience and are recorded at the estimated amount as at the balance sheet
date. The associated leased sites have remaining terms of between 15 and 41 years.
Notes to the Group Accounts continued
164 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets
continued
Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities designed
to ensure that the Group has sufficient funds available for operations and planned investments.
On a regular basis, management monitors forecasts of the Group’s cash flows against both
internal targets and those targets imposed by external lenders. The Group has substantial
committed, unused facilities and the Directors are confident this situation will remain the case
for the foreseeable future.
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure
that sales of products are made to customers with an appropriate credit history. Derivative
counterparties and cash transactions are limited to high-credit-quality financial institutions.
The Group has policies that limit the amount of credit exposure to any individual financial
institution.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern in order to provide returns for shareholders and benefits for other stakeholders,
as well as maintaining an optimal capital structure to reduce overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid,
issue new shares, return capital to shareholders or dispose of assets to reduce net debt. Given
the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend
policy in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further
details can be found in the Finance Review on pages 20 to 24.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of
shareholder value within the Group. The Group’s ROIC now stands at 8.2% (2024: 7.7% (restated
from 7.1%, see note 27)) against a post-tax Weighted Average Cost of Capital (WACC) of 8.5%
(2024: 7.9%). The Group’s target is to maintain ROIC at two to three times WACC over the long
term. In addition, the Group employs two widely used ratios to measure its ability to service its
debt. Both net debt/EBITDA and EBITDA interest cover were well ahead of target in 2025. Further
details can be found in the Finance Review on pages 20 to 24. The Group was in compliance with
its covenant requirements throughout the year. Additional information on progress against key
performance indicators can be found on pages 25 and 26.
21. Provisions
Environmental
£m
Restructuring
£m
Site restoration
£m
Onerous
contract
£m
Other
£m
Total
£m
At 1 January 2025
12.1
0.9
7.6
–
3.2
23.8
Exchange differences
(0.7)
–
(0.3)
(0.3)
(0.1)
(1.4)
Released to the income
statement
–
–
–
–
(2.0)
(2.0)
Charged to the income
statement
0.3
10.0
0.2
15.9
0.2
26.6
Cash paid against
provisions and utilised
(1.6)
(8.6)
–
–
(0.6)
(10.8)
At 31 December 2025
10.1
2.3
7.5
15.6
0.7
36.2
Analysis of total provisions
2025
£m
2024
£m
Current
6.8
6.5
Non-current
29.4
17.3
36.2
23.8
Provisions are made where a constructive or legal obligation has arisen from a past event, can be
quantified and where the timing of the transfer of economic benefits relating to the provisions
cannot be ascertained with any degree of certainty. Provisions recognised are estimates covering
many years based on current conditions, including the regulatory environment, or known future
changes. Future costs may vary due to events and conditions outside of the Group’s control, for
example changes in regulations.
The environmental provision of £10.1m relates to soil, potential groundwater and other
contamination on a number of sites, both currently in use and previously occupied, in Europe and
the Americas. The provisions are based on most recently available facts and prior experience and
are recorded at the estimated amount as at the balance sheet date. The Directors expect that the
balance will be utilised within 34 years.
The restructuring provision of £2.3m relates to the business transformation programme detailed
in note 3. Costs have been incurred during the year related to this activity, with most of the
provision utilised by the end of the year. The remaining provision is expected to be utilised
in less than one year.
The site restoration provisions of £7.5m relate to certain leased sites with an existing obligation to
restore the environment or dismantle assets. The provisions are based on most recently available
facts and prior experience and are recorded at the estimated amount as at the balance sheet
date. The associated leased sites have remaining terms of between 15 and 41 years.
Notes to the Group Accounts continued
The onerous contract provision of £15.6m relates to unavoidable costs at the lipids scale up facility
in the US following the decision in the year to place the site on standby. The Group is required to
adhere to the provisions of the pandemic preparedness agreement with the US Government and
ensure the facility is capable of production within three months’ notice for a period of 10 years
and requires a minimum level of costs are incurred to meet these requirements without any
anticipated income stream. The provision will be utilised over the next 10 years should the
site not commence production and has been discounted at 4.2% reflecting the risk-free rate.
The Group have concluded that the impact of discounting on the other provisions is not material
due to the size and utilisation timescales.
22. Ordinary share capital
2025
2024
Ordinary shares of 10.61p (2024: 10.61p)
Allotted, called up and fully paid
At 1 January and 31 December – 142,536,884 (2024: 142,536,884)
ordinary shares
15.1
During 2025, options were granted to employees under the Croda International Plc Sharesave
Scheme to subscribe for 236,659 ordinary shares at an option price of 2034p per share.
Conditional awards over 314,814 ordinary shares were granted under the Performance Share Plan
during the year. Also granted in the year were 52,390 shares under the Free Share Plan, 11,750
shares under the Restricted Share Plan, 12,767 shares under the Deferred Bonus Share Plan and
108,703 shares under the Buy-Out Share Plan (BOSP). Under the BOSP, shares were also granted
based on a cash amount to be used to purchase shares on the vesting date.
During the year, no consideration was received on the exercise of options. During the year, the
Group purchased 277,689 of its own ordinary shares to satisfy awards under various share-based
payment schemes for consideration of £7.3m.
The outstanding options to subscribe for ordinary shares were as follows at the balance sheet
date:
Year
shares
Price
Options exe
rcisable from
Croda International Plc Sharesave
2022
13,282
5509p
1
Nov 2025 to 30 Apr 2026
Scheme
2023
27,594
3977p
1 Nov 2026 to 30 Apr 2027
2024
52,971
3131p
1
Nov 2027 to 30 Apr 2028
2025
229,935
2034p
1 Nov 2028 to 30 Apr 2029
Croda International Plc
2023
125,883
Nil
17 Mar 2026
Performance Share Plan (
2014)
2023
2,691
Nil
02
May 2026
2024
162,091
Nil
27 Mar 2027
2024
4,061
Nil
29 Apr 2027
2025
247,217
Nil
24 Mar 2028
2025
66,167
Nil
02
Apr 2028
Croda International Plc Deferred
2023
23,778
Nil
17
Bonus Share Plan
2025
13,237
Nil
24 Mar 2028
Croda International Plc
2023
1,813
Nil
21 Mar 2026
Restricted Share Plan
2024
2,524
Nil
19
Mar 2027
2025
2,375
Nil
13 Mar 2028
Croda International Plc Free Share
Plan
2025
7,240
Nil
05 May 2026
Croda International Plc
Buy-Out
Share Plan
2025
87,095
Nil
12 Apr 2026 to 25 Jul 2028
Notes to the Group Accounts continued
165 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
23. Share-based payments
The impact of share-based payment transactions on the Group’s financial position is as follows:
2025
2024
Analysis of amounts recognised in the income statement:
Charged in respect of equity settled share
-based payment transactions
5.0
4.1
Charged in respect of cash settled share-based payment transactions
2.6
2.2
7.6
6.3
Analysis of amounts recognised in the balance sheet:
Liability in respect of cash settled share
-based payment transactions
3.3
3.3
The key elements of each scheme along with the assumptions employed to arrive at the charge
in the income statement are set out below. Where appropriate, the expected volatility has been
based on historical volatility considering daily share price movements over periods equal to the
expected future life of the awards and the risk free rate is based on the Bank of England’s
projected nominal yield curve with appropriate duration.
Croda International Plc Sharesave Scheme (2023) (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2023, grants options annually in
September to employees of the Group at a fixed exercise price, being the market price of the
Company’s shares at the grant date discounted by up to 20%. Employees then enter into a savings
contract over three years and, subject to continued employment, purchase options at the end of
the period based on the amount saved. Options are then exercisable for a six month period
following completion of the savings contract. For options granted in the year, the fair value
per option granted and the assumptions used in the calculation of the value are as follows:
2025
2024
Grant date
10 Sep 2025
11 Sep 2024
Share price at grant date
2529p
3909p
Exercise price
2034p
3131p
Number of employees
543
579
Shares under option
236,659
130,814
Vesting period
Three years
Three years
Expected volatility
29%
29%
Option life
Six months
Six months
Risk free rate
3.8%
3.5%
Dividend yield
4.4%
2.8%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at grant date
637.3p
1105
.9p
Option pricing model
Black Scholes
Black Scholes
A reconciliation of option movements over the year is as follows:
2025
2024
Weighted
Number
exercise price
Number
exercise price
Outstanding at 1 January
234,779
3787p
222,322
4687p
Granted
236,659
2034p
130,814
3131p
Forfeited
(147,656)
3749p
(110,252)
4748p
Exercised
–
–
(8,105)
4814p
Outstanding at
31 December
323,782
2522p
234,779
3787p
Exercisable at 31 December
13,282
5509p
8,007
7327p
For options exercised in year, weighted
average share price at date of exercise
–
5102p
Weighted average remaining life at
31 December (years)
2.6
2.5
Croda International Plc International Sharesave Plan (Version 3) (‘International’)
The International scheme, established in 1999 and renewed in 2020, has the same option pricing
model, savings contract and vesting period as the Sharesave scheme. At exercise, employees are
paid a cash equivalent for each option purchased, being the difference between the exercise
price and market price at the exercise date. For options granted in the year, the fair value per
option granted and the assumptions used in the calculation of the value are as follows:
2025
2024
Grant date
10 Sep 2025
11 Sep 2024
Share price at grant date
2529p
3909p
Exercise price
2034p
3131p
Number of employees
1,849
2,223
Shares under option
591,475
420,788
Vesting period
Three years
Three years
Expected volatility
29%
30%
Option life
One month
One month
Risk free rate
3.5%
4.2%
Dividend yield
4.1%
3.2%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at 31 December
637.3p
751.8p
Option pricing model
Black Scholes
Black Scholes
Notes to the Group Accounts continued
166 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
23. Share-based payments
The impact of share-based payment transactions on the Group’s financial position is as follows:
2025
£m
2024
£m
Analysis of amounts recognised in the income statement:
Charged in respect of equity settled share-based payment transactions
5.0
4.1
Charged in respect of cash settled share-based payment transactions
2.6
2.2
7.6
6.3
Analysis of amounts recognised in the balance sheet:
Liability in respect of cash settled share-based payment transactions
3.3
3.3
The key elements of each scheme along with the assumptions employed to arrive at the charge
in the income statement are set out below. Where appropriate, the expected volatility has been
based on historical volatility considering daily share price movements over periods equal to the
expected future life of the awards and the risk free rate is based on the Bank of England’s
projected nominal yield curve with appropriate duration.
Croda International Plc Sharesave Scheme (2023) (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2023, grants options annually in
September to employees of the Group at a fixed exercise price, being the market price of the
Company’s shares at the grant date discounted by up to 20%. Employees then enter into a savings
contract over three years and, subject to continued employment, purchase options at the end of
the period based on the amount saved. Options are then exercisable for a six month period
following completion of the savings contract. For options granted in the year, the fair value
per option granted and the assumptions used in the calculation of the value are as follows:
2025
2024
Grant date
10 Sep 2025
11 Sep 2024
Share price at grant date
2529p
3909p
Exercise price
2034p
3131p
Number of employees
543
579
Shares under option
236,659
130,814
Vesting period
Three years
Three years
Expected volatility
29%
29%
Option life
Six months
Six months
Risk free rate
3.8%
3.5%
Dividend yield
4.4%
2.8%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at grant date
637.3p
1105.9p
Option pricing model
Black Scholes
Black Scholes
A reconciliation of option movements over the year is as follows:
2025
2024
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Outstanding at 1 January
234,779
3787p
222,322
4687p
Granted
236,659
2034p
130,814
3131p
Forfeited
(147,656)
3749p
(110,252)
4748p
Exercised
–
–
(8,105)
4814p
Outstanding at 31 December
323,782
2522p
234,779
3787p
Exercisable at 31 December
13,282
5509p
8,007
7327p
For options exercised in year, weighted
average share price at date of exercise
–
5102p
Weighted average remaining life at
31 December (years)
2.6
2.5
Croda International Plc International Sharesave Plan (Version 3) (‘International’)
The International scheme, established in 1999 and renewed in 2020, has the same option pricing
model, savings contract and vesting period as the Sharesave scheme. At exercise, employees are
paid a cash equivalent for each option purchased, being the difference between the exercise
price and market price at the exercise date. For options granted in the year, the fair value per
option granted and the assumptions used in the calculation of the value are as follows:
2025
2024
Grant date
10 Sep 2025
11 Sep 2024
Share price at grant date
2529p
3909p
Exercise price
2034p
3131p
Number of employees
1,849
2,223
Shares under option
591,475
420,788
Vesting period
Three years
Three years
Expected volatility
29%
30%
Option life
One month
One month
Risk free rate
3.5%
4.2%
Dividend yield
4.1%
3.2%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
Fair value per option at 31 December
637.3p
751.8p
Option pricing model
Black Scholes
Black Scholes
Notes to the Group Accounts continued
A reconciliation of option movements over the year is as follows:
2025
2024
Weighted
Weighted
exercise price
Number
Outstanding at 1 January
822,578
3777p
701,270
4842p
Granted
591,475
2034p
420,788
3131p
Forfeited
(419,201)
4027p
(298,333)
5355p
Exercised
(218)
2784p
(1,147)
3953p
Outstanding at 31 December
994,634
2640p
822,578
3777p
For options exercised in year, weighted
average share price at date of exercise
3066p
Weighted average remaining life at
31 December (years)
2.1
Croda International Plc Performance Share Plan 2014 (‘PSP’)
The PSP scheme was established in 2014 and replaced the Company’s previous Executive long-
term incentive plans. 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 dependent upon an EPS
performance related sliding scale (non-market condition), an NPP growth measure (non-market
condition), sustainability conditions in relation to decarbonisation roadmaps and emissions
(non-market conditions) and the Group’s total shareholder return (market condition). The PSP
is discussed in detail in the Directors’ Remuneration Report (pages 78 to 109). Shares (on an after-
tax basis) are subject to a two-year post vesting holding period. For options granted in the year,
the fair value per option granted and the assumptions used in the calculation of the value are
as follows:
Market
Non-market
Market
Non-market
condition
condition
condition
condition
Grant date
02 Apr 2025
02 Apr 2025
24 Mar 2025
24 Mar 2025
Share price at grant date
2892p
2892p
2893p
2893p
Number of employees
4
4
49
49
Shares under conditional award
23,158
43,009
87,026
161,621
Vesting period
Three years
Three years
Three years
Three years
Expected volatility
29%
29%
29%
29%
Dividend yield
3.8%
3.8%
3.8%
3.8%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
Fair value per option at grant date
1310p
2586p
1224p
2587p
Option pricing model
valuation
valuation
valuation
valuation
2024
Market
Non-market
Market
Non-market
Grant date
29 Apr 2024
29 Apr 2024
27 Mar 2024
27 Mar 2024
Share price at grant date
4625p
4625p
4853p
4853p
Number of employees
2
2
61
61
Shares under conditional award
1,574
2,922
59,151
109,851
Vesting period
Three years
Three years
Three years
Three years
Expected volatility
29%
29%
29%
29%
Dividend yield
2.4%
2.4%
2.3%
2.3%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
Fair value per option at grant date
2289p
4307p
2402p
4540p
Option pricing model
valuation
valuation
valuation
valuation
A reconciliation of option movements over the year is as follows:
2025
2024
Number
Weighted
average
exercise price Number
Weighted
average
exercise price
Outstanding at
1 January
407,834 – 395,204 –
Granted
314,814
–
173,498
–
Forfeited
(105,884) – (119,036)
–
Exercised
(8,654)
–
(41,832)
–
Outstanding at 31 December
608,110
–
407,834
–
For options exercised in year, weighted
average share price at date of exercise
2919p
5020p
Weighted average remaining life at
31
December (years)
1.6
1.4
Notes to the Group Accounts continued
167 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
23. Share-based payments continued
Croda International Plc Deferred Bonus Share Plan (‘DBSP’)
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due
to certain senior executives are deferred. The size of award is determined by the amount of the
total bonus divided by one third and converted into a number of Croda shares using the market
value of shares at the time the award is granted. Awards are increased by the number of shares
equating to the equivalent value of any dividend paid during the option period. The awards vest
on the third anniversary of the date of grant unless the recipient has been dismissed for cause.
There are no performance conditions applied to the award. The DBSP is also discussed in the
Directors’ Remuneration Report (pages 78 to 109).
2025
2024
Grant date
24 Mar 2025
–
Share price at grant date
2893p
–
Number of employees
7
–
Shares under conditional award
12,767
–
Vesting period
Three years
–
A reconciliation of option movements over the year is as follows:
2025
2024
Weighted
Weighted
exercise price
Number
Outstanding at 1 January
40,844
–
39,851
–
Granted
12,767
–
–
–
Dividend enhancement
1,320
993
–
Exercised
(17,916)
–
–
–
Outstanding at 31 December
37,015
–
40,844
–
For options exercised in year, weighted
average share price at date of exercise
Weighted average remaining life at
31 December (years)
1.0
0.8
Croda International Plc Restricted Share Plan (‘RSP’)
The RSP scheme was established in 2018 and provides for awards of free shares or cash
equivalent to a limited number of employees not eligible for the PSP scheme, based on a
percentage of salary. The awards vest on the third anniversary of the date of grant, subject to
the condition that the employee remains employed by the Group. There are no performance
conditions applied to the award. On the vesting date, UK employees will be awarded free shares
and non-UK employees will be paid a cash equivalent based on the market price. For options
granted in the year, the fair value per option granted and the assumptions used in the calculation
of the value are as follows:
2025
2024
Grant date
13 Mar 2025
19 Mar 2024
Share price at grant date
3076p
4724p
Number of employees
50
50
Shares under conditional award
11,750
8,843
Vesting period
Three years
Three years
Dividend yield
3.6%
2.3%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
Fair value per option at grant date
2768p
4412p
Option pricing model
valuation
valuation
A reconciliation of option movements over the year is as follows:
2025
2024
Weighted
Weighted
exercise price
Number
Outstanding at
1 January
22,683
–
21,524
–
Granted
11,750
–
8,843
–
Forfeited
–
(1,031)
–
Exercised
(5,985)
–
(6,653)
–
Outstanding at 31 December
27,155
–
22,683
–
For options exercised in year, weighted
average share price at date of exercise
2903p
4711p
Weighted average remaining life at
31
December (years)
1.4
1.4
Notes to the Group Accounts continued
168 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
23. Share-based payments continued
Croda International Plc Deferred Bonus Share Plan (‘DBSP’)
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due
to certain senior executives are deferred. The size of award is determined by the amount of the
total bonus divided by one third and converted into a number of Croda shares using the market
value of shares at the time the award is granted. Awards are increased by the number of shares
equating to the equivalent value of any dividend paid during the option period. The awards vest
on the third anniversary of the date of grant unless the recipient has been dismissed for cause.
There are no performance conditions applied to the award. The DBSP is also discussed in the
Directors’ Remuneration Report (pages 78 to 109).
2025
2024
Grant date
24 Mar 2025
–
Share price at grant date
2893p
–
Number of employees
7
–
Shares under conditional award
12,767
–
Vesting period
Three years
–
A reconciliation of option movements over the year is as follows:
2025
2024
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Outstanding at 1 January
40,844
–
39,851
–
Granted
12,767
–
–
–
Dividend enhancement
1,320
–
993
–
Exercised
(17,916)
–
–
–
Outstanding at 31 December
37,015
–
40,844
–
For options exercised in year, weighted
average share price at date of exercise
2919p
–
Weighted average remaining life at
31 December (years)
1.0
0.8
Croda International Plc Restricted Share Plan (‘RSP’)
The RSP scheme was established in 2018 and provides for awards of free shares or cash
equivalent to a limited number of employees not eligible for the PSP scheme, based on a
percentage of salary. The awards vest on the third anniversary of the date of grant, subject to
the condition that the employee remains employed by the Group. There are no performance
conditions applied to the award. On the vesting date, UK employees will be awarded free shares
and non-UK employees will be paid a cash equivalent based on the market price. For options
granted in the year, the fair value per option granted and the assumptions used in the calculation
of the value are as follows:
2025
2024
Grant date
13 Mar 2025
19 Mar 2024
Share price at grant date
3076p
4724p
Number of employees
50
50
Shares under conditional award
11,750
8,843
Vesting period
Three years
Three years
Dividend yield
3.6%
2.3%
Possibility of forfeiture
3.45% p.a.
3.45% p.a.
Fair value per option at grant date
2768p
4412p
Option pricing model
Closed form
valuation
Closed form
valuation
A reconciliation of option movements over the year is as follows:
2025
2024
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Outstanding at 1 January
22,683
–
21,524
–
Granted
11,750
–
8,843
–
Forfeited
(1,293)
–
(1,031)
–
Exercised
(5,985)
–
(6,653)
–
Outstanding at 31 December
27,155
–
22,683
–
For options exercised in year, weighted
average share price at date of exercise
2903p
4711p
Weighted average remaining life at
31 December (years)
1.4
1.4
Notes to the Group Accounts continued
Croda International Plc Free Share Plan (‘FSP’)
The FSP scheme was established in 2021 and provides for awards of free shares or cash
equivalent to eligible employees. The Company has discretion to set the number of shares
awarded. The awards will vest provided that the employee remains employed by the Group and
that a bonus payment is paid under the terms of the Company's Group Profit Incentive Bonus
Scheme in respect of the financial year concerned. Subject to the two conditions being met, on
the vesting date, UK employees (and certain other identified jurisdictions) will be awarded free
shares and non-UK employees will be paid a cash equivalent based on the market price. For
options granted in the year, the fair value per option granted and the assumptions used in the
calculation of the value are as follows:
2025
2024
Grant date
05 Sep 2025 06 Sep 2024
2465p
3868p
Number of employees
5,239
5,165
52,390
51,650
Vesting period
One year
One year
4.5%
2.8%
Possibility of forfeiture
7.5% p.a.
7.5% p.a.
2394p
3797p
valuation
valuation
A reconciliation of option movements over the year is as follows:
2025
2024
Weighted
Weighted
Number
exercise price
Number
exercise price
49,890
–
–
–
Granted
52,390
–
51,650
–
Forfeited
(2,970)
–
(1,760)
–
Exercised
(48,260)
–
–
–
51,050
–
49,890
–
3021p
–
Weighted average remaining life at
31 December (years)
0.3
0.3
Croda International Plc Buy-Out Share Plan (‘BOSP’)
Fourteen Buy-Out Share Plans were granted during the year with each Plan related to individual
employees in compensation for incentive schemes forfeited when they joined the Group. Thirteen
of the Plans have a grant date of 2 April 2025 with the final Plan having a grant date of 13 August
2025. Two of the Plans vested in the year with the remaining Plans due to vest between 2026 and
2028. Further information has not been provided as these Plans are not material. As some of the
schemes relate to Executive Directors, additional information is included in the Remuneration
Committee Report (on pages 78 to 109) where relevant.
Croda International Plc Share Incentive Plan (‘SIP’)
The SIP scheme has similar objectives to the Sharesave Scheme in terms of increasing employee
retention and share ownership. Under the scheme, employees enter into an agreement to
purchase shares in the Company each month. For each share purchased by an employee, the
Company awards a matching share which passes to the employee after three years' service.
The matching shares are allocated each month at market value with this fair value charge being
recognised in the income statement in full in the year of allocation.
24. Shareholders’ equity
Croda International Plc Qualifying Share Ownership Trust (QUEST), Croda International Plc
Employee Benefit Trust (CIPEBT) and Croda International Plc AESOP Trust (AESOP) each hold
shares purchased on the open market or transferred from treasury shares to satisfy the future
issue of shares under the Group's share option schemes. As at 31 December 2025 the QUEST
held 43,243 (2024: 43,243) shares transferred at a nil cost (2024: nil cost) with a market value
of £1.2m (2024: £1.5m). The CIPEBT held 238,060 (2024: 1,391) shares transferred at a nil cost
(2024: nil cost) with a market value of £6.4m (2024: £0.1m).
As at 31 December 2025 the AESOP had issued all its previously held shares, as financed by the
Company, and thus had no residual loan balance with the Company. All of the shares held by the
QUEST and CIPEBT were under option at 31 December 2025 and, except for a nominal amount,
the right to receive dividends has been waived.
As at 31 December 2025 the total number of treasury shares held was 2,901,442 (2024: 2,901,442)
with a market value of £78.2m (2024: £98.2m).
25. Non-controlling interests in equity
2025
2024
£m
At 1 January
14.4
15.6
Exchange differences
Profit for the year
2.7
1.1
Dividends paid to non
-controlling interests
At 31 December
15.0
14.4
26. Related party transactions
The Group has no related party transactions, with the exception of remuneration paid to key
management and Directors (note 10).
Notes to the Group Accounts continued
169 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
27. Alternative Performance Measures
The Group uses a number of Alternative Performance Measures (APMs) to assist in presenting
information in the Annual Report and Accounts. Such measures are used consistently at half year
and full year and a reconciliation of these measures is presented below.
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.
Constant currency
2025
2024
£m
£m
Contant currency revenue
Revenue
1,699.4
1,628.1
Retranslation of 2025 revenue at 2024 exchange rates
35.4
n/a
Revenue (constant currency)
1,734.8
1,628.1
Constant currency profit
Adjusted operating profit
295.3
279.7
Retranslation of 2025 adjusted operating profit at 2024 exchange rates
4.9
n/a
Net -monetary adjustment arising from the application of IAS29
‘Hyperinflation’
1.5
n/a
Adjusted operating profit (constant currency)
301.7
279.7
Adjusted results
Adjusted results are presented separately on the face of the income statement. These include
adjusted operating profit, adjusted profit before tax and adjusted profit after tax.
Adjusted operating margin or return on sales
2025
2024
£m
Revenue
1,699.4
1,628.1
Adjusted operating profit
295.3
279.7
Adjusted operating margin (adjusted operating profit divided by revenue)
17.4%
17.2%
Adjusted earnings before interest, tax, depreciation and amortisation
(Adjusted EBITDA)
2025
2024
£m
£m
Adjusted operating profit
295.3
279.7
Add:
depreciation and amortisation
137.0
135.8
Less: exceptional amortisation (as excluded from adjusted operating profit)
(35.7)
(37.2)
Adjusted EBITDA
396.6
378.3
Net debt
Net debt is calculated in note iii to the Group cash flow notes on page 132.
Leverage ratio
2025
2024
Adjusted EBITDA
396.6
378.3
Add: share-based payment charge
7.6
6.3
Covenant EBITDA
404.2
384.6
Net debt
523.8
532.3
Leverage (net debt divided by covenant EBITDA) (times)
1.3
1.4
Free cash flow
2025
2024 (restated)
Net cash generated from operating activities
286.5
319.4
Items presented in the Group cash flow
statement to reconcile to free cash flow
:
Purchase of property, plant and equipment
(114.1)
(178.4)
Receipt of government grants
7.8
43.0
Purchase of other intangible assets
(2.2)
(3.4)
Proceeds from the sale of property, plant
and equipment
0.3
0.9
Net capital expenditure
(108.2)
(137.9)
Interest received
3.0
6.9
Finance lease payments
(18.1)
(17.5)
Cash paid against non-operating provisions
(1.6)
(1.3)
Free cash flow
161.6
169.6
The definition of free cash flow has been revised in the year to deduct exceptional items as part
of free cash flow to demonstrate the level of cash available to shareholders and better align this
APM with the Group’s peers. Comparative information has been restated to reflect the new
definition, resulting in restated free cash flow of £169.6m for 2024 (previously £181.1m).
Free cash flow yield
2025
2024
Free cash flow
161.6
169.6
Revenue
1,699.4
1,628.1
Free cash flow yield (free cash flow divided by revenue)
9.5%
10.4%
Notes to the Group Accounts continued
Return on invested capital (ROIC)
2025
£m
2024 (restated)
£m
2023 (restated)
£m
Adjusted operating profit (A)
295.3
279.7
Effective tax rate (ETR)
Adjusted profit before tax
276.2
260.0
Adjusted tax charge
69.5
59.8
Effective tax rate (adjusted tax charge divided by adjusted profit before tax (B)
25.2%
23.0%
Adjusted operating profit net of tax (C=A x (1-B))
221.0
215.4
Calculation of invested capital
Equity
2,202.1
2,296.9
2,368.1
Add: net debt
523.8
532.3
537.6
Invested capital
2,725.9
2,829.2
2,905.7
Adjustments for:
Retirement benefit assets (note 11)
(114.3)
(104.3)
(86.7)
Retirement benefit deferred tax (note 6)
28.8
26.6
21.8
Retirement benefit assets net of deferred tax
(85.5)
(77.7)
(64.9)
Adjusted invested capital
2,640.4
2,751.5
2,840.8
Average invested capital at end of last two years (D)
2.696.0
2,796.2
Return on invested capital (ROIC) (C/D)
8.2%
7.7%
The definition of ROIC has been revised in the year to remove an adjustment for earlier goodwill written off to reserves and accumulated amortisation of acquired intangible assets (both net of deferred
tax) to make the definition more comparable with the Group’s peers. Comparative information has been restated to reflect the new definition, resulting in restated ROIC of 7.7% in 2024 (previously 7.1%).
New and protected products
New and protected product sales are sales of products which are protected by virtue of being either newly launched, protected by intellectual property or by unique quality characteristics. This value is
taken from internal management analysis of sales.
28. Parent Company Guarantee
A parental guarantee has been given by Croda International Plc for all outstanding liabilities of the following companies, until they are satisfied in full, in accordance with section 479C of the Companies
Act 2006 (‘the Act’). All were subsidiary companies for the financial year ended 31 December 2025 and are exempt from the requirements relating to the audit of their individual accounts by virtue of
Section 479A of the Act. The registered addresses of these subsidiaries can be found on page 189:
Registered
number
Croda (CPI) Limited
SC000961
Croda Distillates Limited
00143637
Croda Investments Limited
08309279
Croda Investments No 3 Limited
09926779
Croda Overseas Holdings Limited
03360096
Notes to the Group Accounts continued
170 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Notes to the Group Accounts continued
27. Alternative Performance Measures
The Group uses a number of Alternative Performance Measures (APMs) to assist in presenting
information in the Annual Report and Accounts. Such measures are used consistently at half year
and full year and a reconciliation of these measures is presented below.
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.
Constant currency
2025
£m
2024
£m
Contant currency revenue
Revenue
1,699.4
1,628.1
Retranslation of 2025 revenue at 2024 exchange rates
35.4
n/a
Revenue (constant currency)
1,734.8
1,628.1
Constant currency profit
Adjusted operating profit
295.3
279.7
Retranslation of 2025 adjusted operating profit at 2024 exchange rates
4.9
n/a
Net-monetary adjustment arising from the application of IAS29
‘Hyperinflation’
1.5
n/a
Adjusted operating profit (constant currency)
301.7
279.7
Adjusted results
Adjusted results are presented separately on the face of the income statement. These include
adjusted operating profit, adjusted profit before tax and adjusted profit after tax.
Adjusted operating margin or return on sales
2025
£m
2024
£m
Revenue
1,699.4
1,628.1
Adjusted operating profit
295.3
279.7
Adjusted operating margin (adjusted operating profit divided by revenue)
17.4%
17.2%
Adjusted earnings before interest, tax, depreciation and amortisation
(Adjusted EBITDA)
2025
£m
2024
£m
Adjusted operating profit
295.3
279.7
Add: depreciation and amortisation
137.0
135.8
Less: exceptional amortisation (as excluded from adjusted operating profit)
(35.7)
(37.2)
Adjusted EBITDA
396.6
378.3
Net debt
Net debt is calculated in note iii to the Group cash flow notes on page 132.
Leverage ratio
2025
£m
2024
£m
Adjusted EBITDA
396.6
378.3
Add: share-based payment charge
7.6
6.3
Covenant EBITDA
404.2
384.6
Net debt
523.8
532.3
Leverage (net debt divided by covenant EBITDA) (times)
1.3
1.4
Free cash flow
2025
£m
2024 (restated)
£m
Net cash generated from operating activities
286.5
319.4
Items presented in the Group cash flow
statement to reconcile to free cash flow:
Purchase of property, plant and equipment
(114.1)
(178.4)
Receipt of government grants
7.8
43.0
Purchase of other intangible assets
(2.2)
(3.4)
Proceeds from the sale of property, plant
and equipment
0.3
0.9
Net capital expenditure
(108.2)
(137.9)
Interest received
3.0
6.9
Finance lease payments
(18.1)
(17.5)
Cash paid against non-operating provisions
(1.6)
(1.3)
Free cash flow
161.6
169.6
The definition of free cash flow has been revised in the year to deduct exceptional items as part
of free cash flow to demonstrate the level of cash available to shareholders and better align this
APM with the Group’s peers. Comparative information has been restated to reflect the new
definition, resulting in restated free cash flow of £169.6m for 2024 (previously £181.1m).
Free cash flow yield
2025
£m
2024
£m
Free cash flow
161.6
169.6
Revenue
1,699.4
1,628.1
Free cash flow yield (free cash flow divided by revenue)
9.5%
10.4%
Notes to the Group Accounts continued
Return on invested capital (ROIC)
2025
2024 (restated)
2023 (restated)
Adjusted operating profit (A)
295.3
279.7
Effective tax rate (ETR)
276.2
260.0
Adjusted tax charge
69.5
59.8
Effective tax rate (adjusted tax charge divided by adjusted profit before tax (B)
25.2%
23.0%
Equity
2,202.1
2,296.9
2,368.1
Add: net debt
523.8
532.3
537.6
2,725.9
2,829.2
2,905.7
Adjustments for:
Retirement benefit deferred tax (note 6)
28.8
26.6
21.8
Retirement benefit assets net of deferred tax
(85.5)
(77.7)
(64.9)
Adjusted invested capital
2,640.4
2,751.5
2,840.8
Average invested capital at end of last two years (D)
2.696.0
2,796.2
Return on invested capital (ROIC) (C/D)
8.2%
7.7%
The definition of ROIC has been revised in the year to remove an adjustment for earlier goodwill written off to reserves and accumulated amortisation of acquired intangible assets (both net of deferred
tax) to make the definition more comparable with the Group’s peers. Comparative information has been restated to reflect the new definition, resulting in restated ROIC of 7.7% in 2024 (previously 7.1%).
New and protected products
New and protected product sales are sales of products which are protected by virtue of being either newly launched, protected by intellectual property or by unique quality characteristics. This value is
taken from internal management analysis of sales.
28. Parent Company Guarantee
A parental guarantee has been given by Croda International Plc for all outstanding liabilities of the following companies, until they are satisfied in full, in accordance with section 479C of the Companies
Act 2006 (‘the Act’). All were subsidiary companies for the financial year ended 31 December 2025 and are exempt from the requirements relating to the audit of their individual accounts by virtue of
Section 479A of the Act. The registered addresses of these subsidiaries can be found on page 189:
Registered
Croda (CPI) Limited
SC000961
00143637
Croda Investments Limited
08309279
Croda Investments No 3 Limited
09926779
Croda Overseas Holdings Limited
03360096
Notes to the Group Accounts continued
171 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Company Financial Statements
Company Balance Sheet
at 31 December 2025
Note
2025
£m
2024
£m
Fixed assets
Intangible assets
D
–
0.2
Tangible assets
E
0.9
0.9
Investments
Shares in Group undertakings
F
1,522.3
1,521.4
Retirement benefit assets
K
6.5
5.9
1,529.7
1,528.4
Current assets
Debtors
G
1,213.2
1,286.5
Deferred tax asset
H
0.7
1.1
Cash and cash equivalents
19.2
30.6
1,233.1 1,318.2
Creditors: Amounts falling due within one year
Creditors
I
(120.3)
(87.5)
Borrowings
J
(131.0)
–
(251.3) (87.5)
Net current assets
981.8
1,230.7
Total assets less current liabilities
2,511.5
2,759.1
Note
2025
£m
2024
£m
Creditors: Amounts falling due after more than one year
Deferred tax liability
H
–
(1.5)
Borrowings
J
(306.6)
(431.7)
(306.6) (433.2)
Net assets
2,204.9
2,325.9
Capital and reserves
Ordinary share capital
15.1
15.1
Share premium account
707.7 707.7
Reserves
1
1,482.1
1,603.1
Total shareholders’ funds
2,204.9
2,325.9
1.
Included within Reserves is profit after tax of £35.8m (2024: £60.6m)
The financial statements on pages 172 to 177 were approved by the Board on 23 February 2026
and signed on its behalf by
Danuta Gray Stephen Oxley
Chair Chief Financial Officer
Registered in England number 206132
172 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Company Financial Statements
Company Balance Sheet
at 31 December 2025
Note
2025
£m
2024
£m
Fixed assets
Intangible assets
D
–
0.2
Tangible assets
E
0.9
0.9
Investments
Shares in Group undertakings
F
1,522.3
1,521.4
Retirement benefit assets
K
6.5
5.9
1,529.7
1,528.4
Current assets
Debtors
G
1,213.2
1,286.5
Deferred tax asset
H
0.7
1.1
Cash and cash equivalents
19.2
30.6
1,233.1
1,318.2
Creditors: Amounts falling due within one year
Creditors
I
(120.3)
(87.5)
Borrowings
J
(131.0)
–
(251.3)
(87.5)
Net current assets
981.8
1,230.7
Total assets less current liabilities
2,511.5
2,759.1
Note
2025
£m
2024
£m
Creditors: Amounts falling due after more than one year
Deferred tax liability
H
–
(1.5)
Borrowings
J
(306.6)
(431.7)
(306.6)
(433.2)
Net assets
2,204.9
2,325.9
Capital and reserves
Ordinary share capital
15.1
15.1
Share premium account
707.7
707.7
Reserves
1
1,482.1
1,603.1
Total shareholders’ funds
2,204.9
2,325.9
1.
Included within Reserves is profit after tax of £35.8m (2024: £60.6m)
The financial statements on pages 172 to 177 were approved by the Board on 23 February 2026
and signed on its behalf by
Danuta Gray Stephen Oxley
Chair Chief Financial Officer
Registered in England number 206132
Company Financial Statements continued
Company Statement of Changes in Equity
for the year ended 31 December 2025
Note
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Revaluation
reserve
£m
Retained
earnings
£m
Total
£m
At
1 January 2024
15.1
707.7
0.9
1.2
1,690.1
2,415.0
Profit for the year attributable to equity shareholders
–
–
–
–
60.6
60.6
Other comprehensive income
–
–
–
–
0.2
0.2
Transactions with owners:
Dividends on equity shares
8
–
–
–
–
(152.2)
(152.2)
Share-based payments
–
–
–
–
4.1
4.1
Transactions in own shares
–
–
–
–
(1.8)
(1.8)
Total transactions with owners
–
–
–
–
(149.9)
(149.9)
Total equity at
31 December 2024
15.1 707.7 0.9 1.2 1,601.0 2,325.9
At
1 January 2025
15.1
707.7
0.9
1.2
1,601.0
2,325.9
Profit for the year attributable to equity shareholders
–
–
–
–
35.8
35.8
Other comprehensive income
–
–
–
–
0.3
0.3
Transactions with owners:
Dividends on equity shares
8
–
–
–
–
(154.9)
(154.9)
Share-based payments
–
–
–
–
5.1
5.1
Transactions in own shares
–
–
–
–
(7.3)
(7.3)
Total transactions with owners
–
–
–
–
(157.1)
(157.1)
Total equity at
31 December 2025
15.1 707.7 0.9 1.2 1,480.0 2,204.9
Of the retained earnings, £989.3m (2024: £994.9m) are realised and £490.7m (2024: £606.1m) are unrealised. Details of investments in own shares are disclosed in note 24 of the Group financial
statements.
Company Financial Statements continued
173 Croda International Plc Annual Report & Accounts 2025
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Notes to the Company Financial Statements
The principal accounting policies applied in the preparation of these financial statements are
set out below. These policies have been applied consistently to all years presented, unless
otherwise stated.
A. Accounting policies
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100
(‘FRS 100’) issued by the Financial Reporting Council. These financial statements were prepared
in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’).
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of UK-adopted international accounting standards, but makes
amendments where necessary in order to comply with the Companies Act 2006 and has set
out below where advantage of the FRS 101 disclosure exemptions has been taken. The financial
statements have been prepared under the historical cost convention, in compliance with the
provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions
available under the standard in relation to share-based payments, financial instruments, capital
management, presentation of comparative information in respect of certain assets, presentation
of a cash flow statement, standards not yet effective, impairment of assets and related party
transactions. Where required, equivalent disclosures are provided in the Group financial
statements of Croda International Plc.
Going concern
The financial statements which appear on pages 172 to 177 have been prepared on a going
concern basis as, after making appropriate enquiries, including a review of forecasts, budgets and
banking facilities, the Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence.
Principal accounting policies
The accounting policies which have been applied by the Company when preparing the financial
statements are in accordance with FRS 101. FRS 101 is based on the recognition and measurement
requirements of Adopted IFRSs, under which the Group financial statements have been prepared.
As a result, the accounting policies of the Company are consistent with those used by the Group
as presented on pages 134 to 142, except for those relating to the recognition and measurement
of goodwill and the recognition of revenue, which are not directly relevant to the Company
financial statements. Other Company specific policies include;
• Investments are held at cost less accumulated impairment. Investments are subject to
impairment testing upon indication of impairment, at which point the carrying value is
reviewed against the underlying net assets or forecast cash generation of the entity.
• Provisions against amounts owed by Group undertakings, based on lifetime expected losses,
are not material.
• The Company operates employee share trusts for the purpose of setting share-based
payment arrangements. The Croda International Plc Employee Benefit Trust is treated as
a branch of the Company with assets and liabilities accounted for as assets and liabilities
of the Company.
The Group accounting policy for financial risk factors is also relevant to the preparation of the
Company financial statements and is disclosed on pages 163 and 164.
B. Profit and loss account
Of the Group’s profit for the year, £35.8m (2024: £60.6m) is included in the profit and loss account
of the Company which was approved by the Board on 23 February 2026 but which is not
presented as permitted by Section 408 of the Companies Act 2006.
C. Employees
2025
£m
2024
£m
Company employment costs including Directors
Wages and salaries
14.6
13.0
Share
-based payment charges (note L)
3.7 2.4
Social security costs
2.2
1.7
Other employee
related costs
0.1 0.1
Post-retirement benefit costs
0.1
0.3
20.7
17.5
A reclassification of £0.1m between ‘other employee related costs’ and ‘social security costs’
has been made to the previously disclosed social security costs to separate out certain costs
considered to be other employee related costs rather than social security costs. Other employee
related costs include costs paid on behalf of the Company’s employees, such as private
healthcare schemes, but which are not payable to state or Government bodies.
174 Croda International Plc Annual Report & Accounts 2025
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Notes to the Company Financial Statements
The principal accounting policies applied in the preparation of these financial statements are
set out below. These policies have been applied consistently to all years presented, unless
otherwise stated.
A. Accounting policies
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100
(‘FRS 100’) issued by the Financial Reporting Council. These financial statements were prepared
in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’).
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of UK-adopted international accounting standards, but makes
amendments where necessary in order to comply with the Companies Act 2006 and has set
out below where advantage of the FRS 101 disclosure exemptions has been taken. The financial
statements have been prepared under the historical cost convention, in compliance with the
provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions
available under the standard in relation to share-based payments, financial instruments, capital
management, presentation of comparative information in respect of certain assets, presentation
of a cash flow statement, standards not yet effective, impairment of assets and related party
transactions. Where required, equivalent disclosures are provided in the Group financial
statements of Croda International Plc.
Going concern
The financial statements which appear on pages 172 to 177 have been prepared on a going
concern basis as, after making appropriate enquiries, including a review of forecasts, budgets and
banking facilities, the Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence.
Principal accounting policies
The accounting policies which have been applied by the Company when preparing the financial
statements are in accordance with FRS 101. FRS 101 is based on the recognition and measurement
requirements of Adopted IFRSs, under which the Group financial statements have been prepared.
As a result, the accounting policies of the Company are consistent with those used by the Group
as presented on pages 134 to 142, except for those relating to the recognition and measurement
of goodwill and the recognition of revenue, which are not directly relevant to the Company
financial statements. Other Company specific policies include;
•
Investments are held at cost less accumulated impairment. Investments are subject to
impairment testing upon indication of impairment, at which point the carrying value is
reviewed against the underlying net assets or forecast cash generation of the entity.
•
Provisions against amounts owed by Group undertakings, based on lifetime expected losses,
are not material.
•
The Company operates employee share trusts for the purpose of setting share-based
payment arrangements. The Croda International Plc Employee Benefit Trust is treated as
a branch of the Company with assets and liabilities accounted for as assets and liabilities
of the Company.
The Group accounting policy for financial risk factors is also relevant to the preparation of the
Company financial statements and is disclosed on pages 163 and 164.
B. Profit and loss account
Of the Group’s profit for the year, £35.8m (2024: £60.6m) is included in the profit and loss account
of the Company which was approved by the Board on 23 February 2026 but which is not
presented as permitted by Section 408 of the Companies Act 2006.
C. Employees
2025
£m
2024
£m
Company employment costs including Directors
Wages and salaries
14.6
13.0
Share-based payment charges (note L)
3.7
2.4
Social security costs
2.2
1.7
Other employee related costs
0.1
0.1
Post-retirement benefit costs
0.1
0.3
20.7
17.5
A reclassification of £0.1m between ‘other employee related costs’ and ‘social security costs’
has been made to the previously disclosed social security costs to separate out certain costs
considered to be other employee related costs rather than social security costs. Other employee
related costs include costs paid on behalf of the Company’s employees, such as private
healthcare schemes, but which are not payable to state or Government bodies.
Notes to the Company Financial Statements continued
2025
Number
2024
Number
Average employee numbers by function
Production
26
30
Administration
55
50
81
80
As required by the Companies Act 2006, the figures disclosed above are weighted averages
based on the number of employees including Executive Directors. At 31 December 2025, the
Company had 80 (2024: 80) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section
D of the Directors’ Remuneration Report, which is subject to audit, on pages 78 to 109 which forms
part of the Annual Report and Accounts.
D. Intangible assets
Computer
software
£m
Cost
At
1 January 2025
1.8
At 31 December 2025
1.8
Accumulated amortisation
At 1 January 2025
1.6
Charge for
the year
0.2
At 31 December 2025
1.8
Net carrying amount
At
31 December 2025
–
At
31 December 2024
0.2
E. Tangible assets
Land and
buildings
£m
Plant and
equipment
£m
Total
£m
Cost
At 1 January 2025
2.3
1.3
3.6
At
31 December 2025
2.3 1.3 3.6
Accumulated depreciation
At
1 January 2025
1.8 0.9 2.7
Charge for the year
–
–
–
At 31 December 2025
1.8
0.9
2.7
Net book amount
At 31 December 2025
0.5
0.4
0.9
At 31 December 2024
0.5
0.4
0.9
F. Shares in Group undertakings
Shares
£m
Cost
At 1 January 2025
1,549.2
Additions
0.9
At
31 December 2025
1,550.1
Impairment
At
1 January 2025
27.8
At 31 December 2025
27.8
Net book value
At
31 December 2025
1,522.3
At
31 December 2024
1,521.4
The subsidiary undertakings which affect the financial statements are listed on pages 189 to 191.
The requirement to state a list of the Company’s subsidiaries is therefore considered to be
incorporated within these financial statements by cross reference.
Additions to shares in the year of £0.9m related to capital contributions in relation to share-based
payments. The Directors believe that the carrying value of the investments is supported by their
underlying net assets or forecast cash generation.
Notes to the Company Financial Statements continued
175 Croda International Plc Annual Report & Accounts 2025
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Notes to the Company Financial Statements continued
G. Debtors
2025
£m
2024
£m
Amounts owed by Group undertakings
1,210.9
1,281.3
Trade and other receivables
0.3
0.3
Corporation tax
0.8
3.4
Prepayments
1.2
1.5
1,213.2 1,286.5
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,201.7m
(2024: £1,274.4m) is expected to be collected after one year. Of the amount at 31 December 2025,
£1,152.1m will continue to attract interest from 1 January 2026 at a floating rate based on the main
facility agreement. The remainder will continue to be interest free.
H. Deferred tax
The deferred tax assets/(liabilities) included in the balance sheet are attributable to the following:
2025
£m
2024
£m
Retirement benefit obligations
(1.7)
(1.5)
Provisions
2.4
1.1
0.7
(0.4)
The movement on deferred tax balances during the year is summarised
as follows:
At
1 January
(0.4) (1.0)
Deferred tax credited through the profit and loss account
1.1
0.7
Deferred tax
credited/(charged) to other comprehensive income
– (0.1)
At 31 December
0.7
(0.4)
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that
the assets would be recovered.
Deferred tax was presented gross in 2024 but has been presented net in the current year as the
Company has the right to offset its deferred tax balances.
I. Creditors
2025
£m
2024
£m
Amounts falling due within one year
Trade payables
1.4
0.4
Taxation and social security
1.6
1.5
Amounts owed to Group undertakings
105.0
77.2
Other payables
2.2
1.5
Accruals and deferred income
10.1
6.9
120.3 87.5
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date
of repayment.
J. Borrowings
The Company’s objectives, policies and strategies in respect of financial instruments are
outlined in the accounting policies note on 140 and 141 which forms part of the Annual Report
and Accounts. Short-term receivables and payables have been excluded from all of the
following disclosures.
2025
£m
2024
£m
Maturity profile of financial liabilities
2024
Club facility due 2030
196.9
196.4
€70m 1.43% fixed rate 10 year note
61.0
57.9
£
70m 2.80% fixed rate 10 year note
70.0
70.0
€50m 1.18% fixed rate 8 year note
43.6
41.3
£
65m 2.46% fixed rate 8 year note
65.0
65.0
Preference share capital
1.1
1.1
437.6
431.7
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
131.0
–
131.0
–
After more than one year
Loans repayable
Within one to five years
305.5
430.6
Preference share capital
1.1
1.1
306.6
431.7
Notes to the Company Financial Statements continued
176 Croda International Plc Annual Report & Accounts 2025
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Notes to the Company Financial Statements continued
G. Debtors
2025
£m
2024
£m
Amounts owed by Group undertakings
1,210.9
1,281.3
Trade and other receivables
0.3
0.3
Corporation tax
0.8
3.4
Prepayments
1.2
1.5
1,213.2
1,286.5
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,201.7m
(2024: £1,274.4m) is expected to be collected after one year. Of the amount at 31 December 2025,
£1,152.1m will continue to attract interest from 1 January 2026 at a floating rate based on the main
facility agreement. The remainder will continue to be interest free.
H. Deferred tax
The deferred tax assets/(liabilities) included in the balance sheet are attributable to the following:
2025
£m
2024
£m
Retirement benefit obligations
(1.7)
(1.5)
Provisions
2.4
1.1
0.7
(0.4)
The movement on deferred tax balances during the year is summarised
as follows:
At 1 January
(0.4)
(1.0)
Deferred tax credited through the profit and loss account
1.1
0.7
Deferred tax credited/(charged) to other comprehensive income
–
(0.1)
At 31 December
0.7
(0.4)
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that
the assets would be recovered.
Deferred tax was presented gross in 2024 but has been presented net in the current year as the
Company has the right to offset its deferred tax balances.
I. Creditors
2025
£m
2024
£m
Amounts falling due within one year
Trade payables
1.4
0.4
Taxation and social security
1.6
1.5
Amounts owed to Group undertakings
105.0
77.2
Other payables
2.2
1.5
Accruals and deferred income
10.1
6.9
120.3
87.5
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date
of repayment.
J. Borrowings
The Company’s objectives, policies and strategies in respect of financial instruments are
outlined in the accounting policies note on 140 and 141 which forms part of the Annual Report
and Accounts. Short-term receivables and payables have been excluded from all of the
following disclosures.
2025
£m
2024
£m
Maturity profile of financial liabilities
2024 Club facility due 2030
196.9
196.4
€70m 1.43% fixed rate 10 year note
61.0
57.9
£70m 2.80% fixed rate 10 year note
70.0
70.0
€50m 1.18% fixed rate 8 year note
43.6
41.3
£65m 2.46% fixed rate 8 year note
65.0
65.0
Preference share capital
1.1
1.1
437.6
431.7
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
131.0
–
131.0
–
After more than one year
Loans repayable
Within one to five years
305.5
430.6
Preference share capital
1.1
1.1
306.6
431.7
Notes to the Company Financial Statements continued
K. Post-retirement benefits
In line with the requirements of FRS 101, the Company recognises its share of the UK pension
scheme assets, liabilities, income statement (charges)/credits and OCI movements based on the
number of scheme members. A full reconciliation of the Group retirement benefit obligation can
be found in note 11 of the Group financial statements on pages 149 to 153. The table below shows
the movement in the obligation during the year.
2025
£m
2024
£m
Opening balance:
Assets
37.7
41.1
Liabilities
(31.8) (36.0)
Net opening retirement benefit asset
5.9
5.1
Movements in the year:
Service cost – current
(0.3)
(0.2)
Service cost - past
0.2
–
Interest income
0.4
0.2
Contributions
0.2
0.6
Remeasurements
0.1
0.2
Closing balance
6.5
5.9
L. Share-based payments
The total charge for the year in respect of share-based remuneration schemes was £3.7m
(2024: £2.4m). The grant by the Company of options over its equity instruments to the employees
of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of
employee services received, measured by reference to the grant date fair value, is recognised
over the vesting period as an increase to investment in subsidiary undertakings, with a
corresponding credit to equity.
The key elements of each scheme along with the assumptions employed to arrive at the charge
in the profit and loss account are set out in note 23 to the Group financial statements.
M. Contingent liabilities
The Company has guaranteed loan capital and bank overdrafts of subsidiary undertakings
amounting to £147.8m as at 31 December 2025 (2024: £139.7m).
N. Dividends
Details of dividends are disclosed in note 8 of the Group financial statements.
O. Related party transactions
The Company has taken advantage of the exemption available under FRS 101 from disclosing
transactions with other Group undertakings. There were no other related party transactions during
the year. Information on the Group can be found in note 26 on page 169 of the Group financial
statements.
Notes to the Company Financial Statements continued
177 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

“We create most value for our
customers by focusing on reducing
negative climate, nature and
social impacts in our raw material
supply chains and innovating
solutions to address some of the
world’s biggest challenges in our
focus markets.
By thinking boldly, acting with
purpose, and living our values
every day, we are bringing Smart
science to improve lives™ to life
and working hard to achieve our
commitment to bethe most
sustainable supplier of innovative
ingredients by 2030.”
Steve Foots, CBE
Group Chief Executive
Sustainability performance
In this section
Materiality 179
Our businesses’ impact on the SDGs 180
Climate Positive 181
Nature Positive 185
People Positive 186
Governance 187
Assurance and restatements 188
2025 reporting parameters
This section of ARA2025 covers the sustainability performance
of Croda International Plc for the period 1 January 2025 to
31 December 2025. The scope of this report, and data within it,
is all operations wholly owned for the full 12-month period, plus
those operations where we have significant management
influence due to a majority shareholding.
As of 31 December 2025, Croda employed 5,954 people across
91 locations in 36 countries.
2025 represents our first year presenting a combined
Annual Report that includes sustainability performance.
For more information where we publish on sustainability,
please see p179.
178 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

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
Double Materiality Assessment
We followed the methodology laid out by the European Sustainability Reporting Standards (ESRS) to complete our DMA, to ensure we will
be able to use it as the basis for our compliance with CSRD in the future. We also used the process 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 have been
incorporated into our ERM system (including inherent and residual assessments – see Risk report p33), and the outcomes informed the
development of our refreshed sustainability strategy (see p18).
Financial risk
Negative impact
Financial opportunity
Positive impact
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. 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. Accountability for
reviewing and updating the DMA rests with the Executive
Sustainability Committee who approved the outcomes of the
2024 assessment. In 2025 we refreshed our Climate Scenario
Analysis, which will provide updated input into the next
materiality review (refer TCFD report p41).
Please visit croda.com/sustainability for more information
onour Double Materiality Assessment process.
Our sustainability leadership
Addressing impacts and focusing our
sustainability leadership pp18-19
2025 Sustainability Progress Statement
Summary of our sustainability agenda and
progress, introduced by Steve Foots, CEO
Connecting value with impact:
Consumer care sustainability p29
Life Sciences sustainability p32
2025 Reporting Data Pack
Tabulated multiyear financial and non-financial
data: GRI and SASB referencing, PAI statements
Materiality
Materiality
We also identified a series of IROs that are either emerging or did not meet our thresholds for materiality. These included
themes such as energy use, pollution of water/soil, conditions for workers in our value chain and information-related impacts
for consumers. We will continue to consider these in future materiality reassessments.
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Our businesses’ impact on the SDGs
SDG sub-targets
Consumer Care Life Sciences
Value chain
8.5
12.2
12.7
13.2
15.2
15.5
Operations
3.9
4.3
5.5
6.3
6.4
7.2
8.8
9.4
12.5
Products and services
2.3
2.4
3.3
3.4
7.3
13.2
14.1
15.3
Where our businesses have an impact on the UN SDGs
UN Sustainable Development Goals (SDGs)
Updating delivery of our Commitment
When Croda launched our Commitment to become Climate,
Land and People Positive in 2020, we were one of the first
chemical companies to recognise our responsibility for impacts
on nature: Land Positive connected our bio-based raw materials
with our Croda Agriculture technologies. Since then, our
understanding of the role that business plays in contributing to
a Nature Positive world has advanced. To reflect this, we have
updated our Commitment to become Climate, Nature and
People Positive by 2030. Listening to our stakeholders,
customers in particular, we have also decided to focus our
approach for the remainder of the decade, driving deeper
impact across fewer corporate targets (see p18).
Our priority areas for action, building on our partnerships with
customers, continue as:
Sustainable Supply Chains: targeting material upstream scope
3 reductions while minimising our impacts on nature.
Transformational Sustainable Innovation: creating a product
portfolio ready to support our customers as they deliver on
their Net Zero and Nature Positive goals.
Positive Impacts: ingredients that help our customers provide
solutions to the world’s greatest challenges, from accessible
health to regenerative agriculture.
Building competency with the launch of our
Sustainability Academy
Following successful pilots in 2024, we launched our internally
developed Sustainability Academy, a suite of online and
webinar based modules designed to build competence and
confidence in the sustainability agenda across Croda. .
We have mapped out how the United Nations Sustainable
Development Goal (UN SDG) targets can be impacted through
the use of our products in the markets in which we operate,
considering our product offering into those markets and the
primary supply chains and operations that provide them. This
table presents a summary of the SDG targets our activities
impact, broken down by sector and business unit.
Our businesses’ impact on the SDGs
Beauty Care Seed Enhancement
Beauty Actives Crop Protection
Home Care Pharma
Fragrances & Flavours
Key
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2025202420232022
20,000
40,000
60,000
80,000
100,000
120,000
140,000
Scope 1
TCO
2
e
Scope 2 (market-based)
Scope 1&2 Science-based target trajectory
Our 2025 corporate carbon footprint
Climate Positive
Scope 1&2
Scope 3 E&I upstream
Scope 3 E&I downstream
Scope 3 FLAG
116
748
291
292
kT CO
2
e
Our scope 1 and 2 GHG emissions have risen by 1.9%
2025 vs 2024, as a result of production volume increases
at some of our major sites. However, over the period
2022–25, our scope 1 and 2 GHG emissions havefallen
by 8.8%.
Scope 2 (location-based) emissions were 71,544 TCO
2
e
Δ
in 2025 (2024: 70,416 TCO
2
e).
Scope 1 GHG emission reduction strategies 2022-25
have focused onour major emitting manufacturing sites
and include:
• Shifting to renewable energy sources, for example
biogasand bioethanol
• Electrification of our manufacturing processes,
forexamplereplacing steam heat tracing with electric
• New process technologies requiring less heat,
forexamplebiotechnology.
As part of re-validation of our Science-based targets in 2025
wehave fully remodelled our corporate carbon footprint to
align with SBTi requirements. At the same time, we have
increased our data accuracy and granularity, increasing our
primary supplier data to >24% of raw material volumes, and
removing allspend-based factors from raw material GHG
emission calculations.
All 2022-2025 GHG emission data in this section is presented
on the same basis. Please refer to p188 for details of the
restatements since ARA2024 and our approach to reporting
scope 3 GHG emissions with improved data quality.
Total carbon footprint:
1,446,979 T CO
2
e
Over 90% of our carbon
footprint is scope 3 GHG
emissions, mostly
connected with our
rawmaterials
Climate Positive
Strategic climate targets
Metric 2030 Target Unit 2025 2024+ Change
Refreshed Science-based targets
Scope 1 and 2 GHG
emissions
42% reduction
from 2022 baseline
TCO
2
e 116,418 114,227 +1.9%
Scope 3 E&I GHG
emissions
25% reduction
from 2022 baseline
TCO
2
e 1,038,643 946,481 +9.7%
Scope 3 FLAG GHG
emissions
30.3% reduction
from 2022 baseline
TCO
2
e 291,918 243,651 +19.8%
Other strategic climate targets
Organic raw materials
bio-based*
75% % 58
∆
56 +2ppt
Scope 1 and 2 GHG emissions
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.
* Croda’s refreshed strategic target is 75% carbon sourced from renewable carbon (biomass, carbon capture and utilization (CCU) and recycling).
Development of this measure is underway, with the intention to report fully on % renewable carbon from FY2026. For ARA2025, we are reporting on
% organic raw materials bio-based as an assured metric.
+ See p188 for details of restatements
Performance summary for strategic targets
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Our scope 3 upstream E&I GHG emissions have increased
by 10.5% 2025 vs 2024, as a result of short-term sales
volume recovery not yet fully decoupled from supply
chain decarbonisation activities planned as part of the
sustainability strategy refresh. Over the period 2022-25,
our scope 3 upstream E&I GHG emissions have fallen
by 2.5%.
Our scope 3 downstream E&I GHG emissions have
increased by7.7% in 2025 vs 2024, also as a result of
short term sales volume recovery. Over the period
2022-25, our scope 3 downstream E&I GHG emissions
have increased by 5.6%.
Climate Positive continued
GHG emissions intensity
tonnes CO
2
e / £m value add
Emissions intensity
Our chosen measure of GHG emissions intensity divides
our GHG emissions (including market-based scope 2
emissions) by value added
3
a measure of our business
activity. The GHG emission intensity for 2025, 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.
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 was 150
∆
tonnes CO
2
e / £m value add
in 2025 and has increased by 6.4% since 2022, our new
baseline year.
3. See GHG methodologies p183
2025202420232022
E&I downstream
TCO
2
e
E&I upstream
Scope 3 E&I Science-based target trajectory
Energy and Industry (E&I) GHG Emissions
50
100
150
200
2025202420232022
GHG emissions Intensity
TCO
2
e / £m value add
GHG emissions Intensity
Scope 3 GHG Emissions
Our scope 3 FLAG GHG emissions have risen by 19.8%
2025 vs 2024, significantly as a result of increased
purchases of bio-based raw materials (other than palm)
that are not yet certifiable as deforestation-free. Over the
period 2022–25, our scope 3 FLAG GHG emissions have
fallen by 23.1%, driven by our move to increasingly
certified sustainable palm derivatives, reducing
deforestation risks.
2025202420232022
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
FLAG
TCO
2
e
Scope 3 FLAG Science-based trajectory
Forest, Land and Agriculture (FLAG) GHG emissions
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 https://www.croda.com/en-gb/sustainability.
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Emissions and energy usage
Emissions and energy usage 2025 2024
UK Rest of world Total UK Rest of world Total
Scope 1/tonnes CO
2
e 15,439 84,948 100,387
Δ
15,566 80,365 95,931
Scope 2/tonnes CO
2
e 58 15,973 16,031
Δ
64 18,232+ 18,296
Total scope 1 and 2/tonnes CO
2
e 15,497 100,921 116,418 15,630 98,597 114,227
Scope 1 energy consumption/kWh 82,850,739 577,845,441 660,696,180 83,592,375 574,532,959 658,125,334
Scope 2 energy consumption/kWh 20,500,202 227,339,868 247,840,070 21,318,505 213,994,292 235,312,797
Total energy consumption/kWh 103,350,941 805,185,309 908,536,250
Δ
104,910,880 788,527,251 893,438,131
Energy consumption and efficiency improvements
In 2025, we consumed 908,536,250 kWh
∆
(2024: 893,438,131 kWh) of energy across our global operations. Thisincluded103,350,941 kWh (2024: 104,910,880 kWh) consumed by UK operations.
As part of our strategy to improve the efficiency of energy consumption, 16 projects were implemented globally, realising 6,627,887 kWh of annualised efficiency improvements, equivalent to 1,036 TCO
2
e.
Shadow carbon price
Croda has operated a shadow price of carbon for several years, aligning it with external UK government indices. In 2025 the price was held constant at £124 / MT CO
2
e (2024: £124). This price is used in
calculating the IRR and NPV in capital investment decisions affecting our GHG emissions.
+ See p188 for details of restatements
GHG methodologies
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. Our Scope 3 emissions are calculated in accordance with the GHG Protocol Corporate Value Chain (Scope 3) Standard and the draft GHG Protocol Land Sector Guidance, covering all relevant upstream and downstream
categories. We apply a defined data-quality hierarchy, prioritising primary supplier-specific data, followed by in-house Life Cycle Assessments for our most material raw-material-related emissions. Where these are not available,
we use industry-average databases, and, as a last resort, Extended Environmental Input-Output (EEIO) models based on spend data to estimate emissions associated with a given economic sector and geography.
3. 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
Climate Positive continued
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Our revalidated Science-based targets
In 2025, the Science Based Target Initiative (SBTi) validated that our more ambitious, science-based greenhouse gas emissions
reduction targets conform with the SBTi Net Zero Standard and the SBTi Forest, Land and Agriculture Guidance.
By the end of 2030
1
we aim to:
• reduce absolute scope 1 and 2 green house gas (GHG) emissions by 42% – emissions from our own operations
• reduce absolute scope 3 GHG emissions by 25% – E&I value chain emissions upstream and downstream
• reduce absolute scope 3 FLAG
2
GHG emissions by 30.3% – land-related emissions upstream
SBTi has also verified our net zero science-based target by 2050
4
. In addition, as part of our sustainability strategy refresh the
Executive Committee approved the following climate-related target:
• source 75% of our raw material volumes from renewable carbon
3
Planning for a Net Zero Economy
Climate Positive continued
1. Targets are set from a 2022 baseline. In addition, the Company aimed to remove deforestation across its primary deforestation-linked commodities, with a target date of December 31, 2025.
2. FLAG GHG emissions refers to Forest, Land, and Agriculture (FLAG) emissions: greenhouse gases released from land-based activities like deforestation, agriculture, and forestry
3. Carbon sourced from biomass, carbon capture and utilisation (CCU) and recycling. Development of this measure is underway, with the intention to report fully on % renewable carbon from FY2026. For ARA2025, we are
reporting on % biobased sourced raw material volumes as an assured metric
4. Direct emissions reductions will be prioritised, and all residual emissions will be neutralised in line with SBTi Criteria before reaching net zero emissions.
Scope 3 FLAG
Scope 1 & 2
Permanent Carbon
removal
Scope 3 E&I
Value chain engagements through industry collaborations
2022 2025 2030 2040
2050
Electrification and new process technologies
Product technology and application innovation
Reduce emissions in existing supply chains
Sustainable sourcing of bio-based raw materials
End of life emissions/circularity
Energy investments and efficiency savings
Not to scale: For illustrative purposes only
184
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Nature Positive
engagement and our collaboration with Together for
Sustainability, more than 24% of our raw material volumes
are covered by qualified supplier-specific product carbon
footprint data.
Reducing our impacts on water
We have a particular responsibility to reduce the impacts
onnature from our freshwater use at sites with high water risks,
forexample in or near water-stressed regions, or areas at high
risk of flooding. Six of our manufacturing sites located in such
regions have been the focus of our Water Use Impact target
until now. Of these the top four sites by water withdrawal
volume (in India, Brazil, France and Spain) remain on track to
achieve our strategic 2030 target of a 50% reduction in water
use impact from a2018baseline. We are working closely with
the remaining sites to support their continued progress.
Total water withdrawal volume across our operations was
3,404
∆
Mega litres (2024: 3,248 Ml).
We have recommitted to delivering on this target as part of
ourrefreshed sustainability strategy and, in 2026, will reassess
any changes to sites included in the target, based on the latest
available assessments of regions with high water risks.
Following our work with WBCSD and development of their
Nature metrics portal, we continue to assess our total water
footprint and consider future approaches to water stewardship.
Zero process waste to landfill
Following delivery of our 2024 milestone, we remain committed
to sending zero process waste to landfill
1
, andhaveembedded
this in our environmental policies. We can confirm this has been
achieved in 2025.
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.
1. Aligned with the Carbon Trust definition of ”Zero Waste to Landfill”
Nature Positive
2025 result
(based on 2024
data)
2024 result
(based on 2023
data)
Palm derivative raw
material volumes
Deforestation and
Conversion free (DCF)
63% 58%
Traceable to plantation 78% 55%
Once they come into effect, compliance with the EU
Deforestation Regulations (EUDR) will support a more robust
approach across the industry to ensuring no deforestation, no
human rights abuses and adherence to local laws; our new
2030 deforestation target drives us to far exceed just
regulatory compliance to meet customer expectations.
Supplier Engagement
In 2025 we rolled out a new supplier data gathering platform to
reduce the administrative burden on suppliers and Croda teams
in collecting and maintaining data points specific to our raw
materials. We also updated our Supplier Code of Conduct
and reissued it, focusing on supporting responsible sourcing,
minimising environmental impacts, advancing circular economy
practices, and fostering safe, ethical and compliant working
conditions for all people in Croda’s supply chain. Through this
* Croda’s strategic target is 100% Deforestation and Conversion Free (DCF) raw material volumes derived from key bio-based feedstocks by 2030.
Development of this measure beyond just palm supply chains is underway, with the intention to report fully on % DCF in the future. For ARA2025,
we are reporting on % RSPO physical mass balance (or better) palm-derived raw material volumes.
** Internally developed composite metric assessing water volume, quality, displacement, water-stress and local water management maturity.
Target sites are those identified in 2021-24 due to their materiality and location in areas of water risk.
Strategic nature targets
Metric 2030 Target Unit 2025 2024 Change
RSPO physical mass balance (or better)
palm-derived raw material volumes*
100% % 91.7 88.0 +3.7ppt
Water use impact progress
at target sites**
50% reduction across 6 target
sites from 2018 baseline
No. of sites on track
to meet 2030 target 4 4 _
Performance Summary for Strategic Targets
Our longstanding Commitment to be Land Positive has enabled
Croda to develop sector-leading understanding of our impacts
onnature. Our long history of using bio-based raw materials
means we have a great responsibility to address issues around
nature, biodiversity and dependencies on ecosystems. In 2022
we committed to contributing to a Nature Positive economy,
recognising our material impacts are primarily in our raw
material supply chains (land use change and fresh water) and at
our manufacturing sites (fresh water). We are also innovating to
support the world move to more sustainable agricultural food
systems. See p32 for more on solutions from Croda Agriculture.
Sustainable Sourcing
While we are a very small volume-user relative to the overall
market, palm is our most important bio-based raw material
source. We are a founder member of Action for Sustainable
Derivatives (ASD), an industry consortium focused on
transforming palm derivative supply chains through increasing
transparency, monitoring risks, and generating on-the-ground
impacts. Working with ASD in 2025, we saw continued high
levels of transparency in our palm supply chains. While we
continue to use RSPO physically certified Mass Balance as
our primary standard for palm-containing products, we have
confirmed that more than 60% of our palm-derivative raw
material volumes are certified deforestation and conversion
free (DCF – 2024 data).
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People Positive
Since 2020, we have taken action to ensure we pay a Living
Wage globally, protect and improve the health and safety of
our people, support local volunteering through use of our 1%
Club, and invest in sustainably improving the lives of
disadvantaged communities around the world through the
Croda Foundation.
Much of this is now considered ‘business as usual’ in Croda,
governed by policy and overseen by standing Board
Committees. Ourbusinesses are exploring further opportunities
to improve social impacts through the use of our ingredients
and increasing supply chain transparency.
Living Wage
Since 2022, we continue to pay a Living Wage to all Croda
employees, globally. We received external certification in
2025 for thiswork from the Fair Wage Network. See our
Remuneration Report (p78) for more information. In 2025,
Croda Korea has been officially certified as a Family Friendly
Company by the Ministry of Gender Equality and Family in
South Korea. The Family Friendly Company Certification is an
award granted by the Korean Government to organisations that
demonstrate a genuine and sustained commitment to
supporting their people.
Safety, Health and Wellbeing
During 2025 we can confirm there were no significant safety,
health, environmental or quality incidents across our operations
on which to report.
People Positive
2025 2024
Personal safety
TRIR 0.61 0.47
Recordable injuries 36 28
Process safety
SASB Process Safety Total incident Rate 0.068 0.096
SASB Process Safety Incident Severity Rate 0.203 0.224
Unfortunately 2025 saw an increase in recordable injuries with
TRIR increasing to 0.61 (2024:0.47) with 36 recordable injuries.
Seep26 for more information.
Our Human Performance Programme aims to enhance safety,
health, and environmental (SHE) leadership across Croda.
Theprogramme focuses on understanding people, promoting
empathetic engagement, and developing trust. It is now active
in42locations across Croda. It focuses on understanding risks
faced by those carrying out the work and aims to solve
problems tomake tasks easier. Across the Group over 2,800
improvements have been completed as a result of this
programme as it continues to engage teams across the globe.
A notable safety achievement in 2025 was the building and
commissioning of our new greenfield manufacturing site in
Dahej, Gujarat State in India, which completed over 5 million
man-hours of construction without a single recordable safety
incident.
Local community engagement
Our sites and offices regularly engage with local community
groups as a responsible business member of the community.
In2025 particular focus was placed on our US sites in Delaware
and Pennsylvania.
In addition, Croda supports employee volunteering through our
1% Club, which enables any employee to request up to 1% of
their working time (approximately three days for a full-time
employee) to volunteer in a local community. In 2025 employees
volunteered 5,149 hours (2024: 4,202) using 1% Club time,
primarily focused on Science, Technology, Engineering and
Mathematics (STEM) activities with children and young adults
in education.
Human rights due diligence
We advanced our human rights due diligence programme
through a pilot focused on raw material suppliers in Brazil. An
enhanced engagement with these higher risk suppliers was
initiated via our procurement team, including targeted human
rights questions. Croda Brazil completed a third party audit (Sedex
SMETA) at the request of key customers, strengthening insight into
site-level human rights risks and due diligence processes and
reinforcing Croda’s commitment to continuous improvement.
Learnings from supplier engagement and the Sedex audit are
being used to inform future due diligence activities and strengthen
Croda’s overall human rights risk management approach. We
engaged a number of customers during 2025 about our human
rights programme, which will lead to more effective collaboration
on corrective action planning in the future. In 2026, we plan to roll
out human rights due diligence on raw materials and certain
service provision across the globe, with a specific focus on palm
and soy supply chains. We will also conduct bottom-up risk
assessments in other priority countries.
Positive social impact through Croda Foundation
Croda Foundation extends the positive social impact of Croda’s
values and purpose, improving lives through better health and
more sustainable livelihoods. In its first five years, Foundation-
funded programmes have improved the lives of more than
23 million people worldwide, delivering outcomes across
disease prevention, maternal and child health, climate-resilient
agriculture, and ecosystem protection. Operating independently
as a charity, funded solely by Croda, the Foundation complements
Croda’s sustainability priorities by supporting communities
linked to our global value chains and reinforcing responsible
business practice. In 2025 the Foundation approved 13 projects,
committing over £950,000 during the year to further improving
lives. Its employee-only nomination model, unique across UK
corporate Foundations, provides another strong connection
with our Purpose. One third of Foundation-funded projects
across 9 countries have also benefited directly from our
people’s time, technical expertise, or specialist know-how,
strengthening delivery and deepening the social impact
achieved. This partnership reflects Croda’s belief that shared
purpose drives meaningful, measurable value for society.
Strategic people targets
Effective 2025 there are no strategic corporate targets
assigned to People Positive. Progress against other
metrics and projects is reported here and in the
Remuneration Committee report (see p78)
Performance Summary for Strategic Targets
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Governance
Board leadership
The Board has ultimate responsibility for
monitoring and challenging our sustainability
strategy, including overall accountability for the
risks and opportunities associated with the
climate, nature and social impacts of Croda’s
business. The Board takes into account the
needs of all stakeholders in guiding delivery
of the strategy.
Board Sustainability Oversight Committee
highlights
The Committee, comprising three non-executive
directors, Group CEO, Group CFO and Company
Secretary, General Counsel and President,
Sustainability met four times in 2025, focusing their
attention on oversight of the sustainability strategy
refresh process, including direct engagement with
the businesses.
For further details please refer to the Committee
Report (p70)
Sustainability Committee highlights
The Committee, a formal sub-committee of the
Executive Committee and chaired by the Company
Secretary, General Counsel and President,
Sustainability met four times in 2025, with clear focus
on refreshing the sustainability strategy, aligning it
with customer sustainability priorities. The Committee
also reviewed outcomes of our Climate Scenario
Analysis (p43) and monitored progress with our
Ethics programme.
Embedded ownership
In our new, simplified matrix organisation,
accountability for delivery of the strategy is
embedded across the Company, monitored by the
Sustainability Committee, and supported by Group
Sustainability, our in-house centre of excellence.
Board
—
Board
Sustainability
Oversight
Committee
Non-financial
reporting
Group
Sustainability
team
Executive
Committee
Consumer
Care
Life
Sciences
Sustainability
Committee
Our Approach to Future Regulatory Compliance
We are preparing for forthcoming sustainability reporting
reforms across the UK and EU, including the EU’s Corporate
Sustainability Reporting Directive (CSRD) and the UK’s planned
adoption of standards aligned with the ISSB. The European
Commission is expected to adopt simplified European
Sustainability Reporting Standards (ESRS) in mid 2026. The UK
Government also intends to finalise UK Sustainability Reporting
Standards (UK SRS), based on IFRS S1 and IFRS S2, for voluntary
use in early 2026, with the Financial Conduct Authority
proposing alignment for listed company climate disclosures
from 2027.
In addition, we are reviewing and strengthening our internal
control framework for the production and disclosure of
non-financial information in line with the updated UK Corporate
Governance Code.
We continue to track these developments closely and are
enhancing our governance, systems and data processes to
ensure timely compliance as new reporting frameworks and
assurance expectations are introduced.
Governance
187 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Limited Assurance
Δ
Δ indicates where metrics have been assured (limited
assurance) under ISAE (UK) 3000 and ISAE 3410 by KPMG, our
independent assurance provider, and reflects the position for
the year ending 31 December 2025. The limited assurance
opinion and reporting criteria are available on
www.croda.com/sustainability
Assurance and restatements
Metrics assured in 2025
• Scope 1 emissions
• Scope 2 emissions (location-based)
• Scope 2 emissions (market-based)
• Emissions intensity
• Total energy consumption
• % organic raw materials bio-based
• % leadership roles held by women
• % women in the workforce
• % women on the Board
• Water withdrawal
Scope 3
In 2025, we revalidated our Science-based targets, expanding
the scope 3 metrics we report and updating the methodologies
used to calculate them. This required restating data from 2022
and upgrading our internal systems, including improvements to
our upstream scope 3 application and a review of downstream
processes. To prioritise delivery of these changes, we did not
seek external assurance of scope 3 emissions this year. These
updates build on methods developed with external experts and
validated by the SBTi for our 2022 baseline. Data quality has
improved, to include primary supplier-specific emission factors
and eliminate spend-based method for raw material volumes
in Purchased Goods and Services. Our Scope 3 emissions are
calculated using a hybrid approach, applying the data quality
hierarchy: i) primary supplier-specific data, ii) in-house LCA, iii)
secondary industry-average databases and iv) EEIO modelling.
The revised methodology is applied consistently across
2022–25, and we intend to seek third-party verification in 2026.
Restatements +
2022 2023 2024
Previously
Reported Restated Adjustment
Previously
Reported Restated Adjustment
Previously
Reported Restated Adjustment
Scope 2 emissions (market-based) tonnes CO
2
e 14,214 16,528 16.3% 17,096 18,946 10.8% 15,900 18,296 15.1%
Total scope 1 & 2 (market-based) emissions tonnes CO
2
e 125,403 127,717 1.8% 104,463 106,313 1.8% 111,831 114,227 2.1%
Scope 1 & 2 emissions intensity
tonnes CO
2
e / £m
value add 139 141 1.4% 142 145 2.1% 151 154 2.0%
Scope 3 emissions – change of basis of reporting Previous basis New basis Previous basis New basis Previous basis New basis
Scope 3 emissions (upstream) tonnes CO
2
e 930,606 690,722 830,763
Scope 3 emissions (downstream) tonnes CO
2
e 303,976 269,417 286,538
Scope 3 emissions FLAG tonnes CO
2
e 379,633 225,929 243,651
Scope 3 emissions E&I tonnes CO
2
e 1,042,172 804,202 946,481
Scope 3 emissions E&I (upstream) tonnes CO
2
e 766,442 553,059 676,295
Scope 3 emissions E&I (downstream) tonnes CO
2
e 275,730 251,143 270,186
We have restated our results to improve the assumptions, and therefore improve the quality of emission factors used for estimating the proportion of renewable energy consumed to generate steam at our
Chocques, France site. This update affects our scope 2 market-based GHG emissions and associated emissions intensity. We have also reflected the impact of methodological changes on Scope 3 values reported
for prior years. The table shows the results reported formerly on the ‘previous basis’ and those that supersede them, our ‘new basis’, enabling full reporting of Forest, Land and Agriculture (FLAG) and Energy &
Industry (E&I) emissions. See ‘Scope 3’ above for details. These updates demonstrate our commitment to high-quality data and align with our policy to recalculate and restate results where changes exceed 5%.
Assurance and restatements
188 Croda International Plc Annual Report & Accounts 2025
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Related undertakings
Related undertakings of Croda International Plc
All companies listed below are owned by the Group and
allinterests are in ordinary share capital, except where
otherwise indicated. All subsidiaries have been consolidated.
Allcompanies operate principally in their country of
incorporation. Unless otherwise indicated, all shareholdings
represent 100% of the issued share capital of the subsidiary.
Wholly owned subsidiaries:
Incorporated in the UK
Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA
Bio Futures Limited
(vii)
Brookstone Chemicals Limited
(viii)
Cowick Hall Trustees Limited
(xi)
Croda (Goole) Limited
(viii)
Croda Application Chemicals Limited
(viii)
Croda Bakery Services Limited
(viii)
Croda Bowmans Chemicals Limited
(v) (viii)
Croda CE Limited
(viii
)
Croda Chemicals Limited
(viii)
Croda Colloids Limited
(viii)
Croda Cosmetics & Toiletries Limited
(i) (v) (viii)
Croda Cosmetics (Europe) Limited
(iii) (viii)
Croda Distillates Limited
(i) (x)
Croda Enterprises Limited
(viii)
Croda Europe Limited
(i) (vii)
Croda Fire Fighting Chemicals Limited
(viii)
Croda Food Services Limited
(viii)
Croda Foundation
(xiv)
Croda Hydrocarbons Limited
(viii)
Croda Investments Limited
(ix)
Croda Investments No 2 Limited
(ix)
Croda Investments No 3 Limited
(ix)
Croda JDH Limited
(viii)
Croda Leek Limited
(viii)
Croda Limited
(viii)
Croda Overseas Holdings Limited
(i) (ix)
Croda Pension Trustees Limited
(viii)
Croda Polymers International Limited
(i) (ix)
Croda Resins Limited
(viii)
Croda Solvents Limited
(iii) (iv) (viii)
Croda Trustees Limited
(viii)
Croda Universal Limited
(viii)
Croda World Traders Limited
(i) (v) (viii)
P.I. Bioscience Limited
(vii)
Plant Impact Limited
(ix)
John L Seaton & Co Limited
(viii)
Southerton Investments Limited
(i) (viii)
Sowerby & Co Limited
(viii)
Technical and Analytical Services Limited
(i) (viii)
Uniqema Limited
(i) (viii)
Uniqema UK Limited
(i) (viii)
Citypoint, 3
rd
Floor, 65 Haymarket Terrace, Edinburgh,
EH125HD
Croda (CPI) Limited
(ix)
Incorporated in China
Unit 701-703, 7
th
Floor, Building C, No.3 Linhong Road,
Changning District, Shanghai
Croda China Trading Company Ltd
(vii)
No. 2 Xiang Shan Avenue, Ning Xi Street, Zeng Cheng District,
Guangzhou
Croda Iberchem Guangzhou Company., Limited
(vi) (viii)
191 Dong Jiang Street, GET Development Zone, 510730
Guangzhou
Guangzhou Iberchem, Co. Ltd
(vii)
605 International Communication Building, Buidling 83,
No19A, Chegongzhuang West Road, Haidian District, Beijing
Incotec (Beijing) Agricultural Technology Co. Ltd
(vii)
No.3 Plant, No.202, Huashan Road, Modern Industrial Zone,
Tianjin Development Zone, Tianjin
Incotec (Tianjin) Agricultural Science & Technology Co. Ltd
(vii)
No.656 East Tangxun Road, Economic-Technological
Development Zone, Mianyang, Sichuan 621000
Sichuan Xihe Rape Seed Industry Co., Ltd
(vii)
No.139, Jianqing Road, Pu’an Town, Jiange County
Guangyuan, Sichuan, 628300
Sichuan Xiyuan Grease Chemical Co., Ltd
(vii)
Incorporated in France
9, rue Jean Monnet, 28630 Fontenay Sur Eure
Alban Muller International
(vii)
1, rue de Lapugnoy, 62920 Chocques
Croda Chocques SAS
(vii)
Futura III, 1, avenue de Westphalie,
78180 Montigny-le-Bretonneux
Croda France SAS
(vii)
Croda Holdings France SAS
(ix)
Zone artisanale, 48230 Chanac
Crodarom SAS
(vii)
29 rue du Chemin Vert, 78610, Le Perray en Yvelines
Sederma SAS
(vii)
Incorporated in the Netherlands
Westeinde 107, 1601 BL Enkhuizen
AM Coatings BV
(v) (viii)
Croda EU BV
(ix)
Incotec Europe B.V.
(vii)
Incotec Group B.V.
(i) (ix)
Incotec Holding B.V.
(ix)
Incorporated in the USA
700 Industrial Park Drive, Alabaster, AL 35007
Avanti Polar Lipids, LLC
(vii)
777 Scudders Mill Road, Building 2, Suite 200, Plainsboro,
NJ08536
Croda Americas LLC
(viii)
Croda Finance Inc
(viii)
Croda Inc.
(vii)
Croda Inks Corp
(viii)
Croda Investments Inc
(ix)
Croda Storage Inc
(viii)
Croda Synthetic Chemicals Inc
(ix)
Mona Industries Inc
(viii)
Sederma Inc
(vii)
1293 Harkins Road, Salinas, CA 93901
Incotec Integrated Coating and Seed Technology, Inc.
(vii)
Related undertakings
189 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Incorporated in other overseas countries
Argentina – Av. De Lagos 205, Piso 2, Sector Este Officia
Nordelta – 1670 (Tigre), Buenos Aires
Croda Argentina SA
(vii)
Australia – Suite 2, Level 5, 111 Phillip Street, Parramatta,
NSW2150
Croda Australia Pty Ltd
(vii)
Brazil – Rua Croda, 580, Distrito Industrial, Campinas,
SãoPaulo, CEP 13.074-710
Croda do Brasil Ltda
(vii)
Brazil – Avenida Mercedes Benz, 679, Distrito Industrial,
Campinas, São Paulo, CEP 13.054-750
Iberchem Brazil Industria Ltda
(viii)
Brazil – Rua das Sementes nr. 291, Holambra, State of São
Paulo
Incotec America do Sul Tecnologia em Sementes Ltda.
(vii)
Canada – 1700 Langstaff Road, Suite 1000, Vaughan,
Ontario,L4K 3S3
Croda Canada Ltd
(vii)
Chile – Los Militares 4611, 17
th
Floor – 7560968, Las Condes,
Santiago
Croda Chile Ltda
(vi) (vii)
Colombia – Calle 90 # 19-41 Office 601, Bogotá
Croda Colombia
(ii) (vii)
Colombia – Aut. Medellín km. 7, Bodega 88-02, Celta Trade
Park, Funza, Cundinamarca
Iberchem Colombia SAS
(vii)
Czech Republic – Praha 5, Pekarˇská 603/12, 150 00
Croda Spol. s.r.o
(vii)
Denmark – Elsenbakken 23, 3600 Frederikssund
Croda Denmark A/S
(vii)
Germany – Herrenpfad Süd 33, 41334 Nettetal
Croda GmbH
(vii)
Sederma GmbH
(vii)
Guernsey – PO Box 33, Dorey Court, Admiral Park,
StPeterPort, GY1 4AT
Cowick Insurance Services Ltd
(i) (xii)
Hong Kong – Unit U, 14
th
Floor, Haribest Industrial Building,
No. 45-47 Au Pui Wan Street, FoTan, Shatin
Croda Hong Kong Company Ltd
(vii)
Hungary – 1117 Budapest XI, Bölcso utca 6. 1. emelet 4.
Croda Magyarorszag Kft
(i) (vii)
India – Plot No. 1/1, Part TTC Industrial Area, Thane Belapur
Road, Koparkhairne, Navi Mumbai 400710, Maharashtra
Croda India Company Private Ltd
(i) (vii)
Iberchem India Private Limited
(vii)
India – 47, Mahagujarat Industrial Estate, Opp. Pharma Lab,
Sarkhej-Bavla Highway, At. Moraiya, Ta. Sanand,
Ahmedabad-382213, Gujarat
Integrated Coating and Seed Technology India Pvt. Ltd
(vii)
Indonesia – Plaza Summarecon Bekasi, Level 7, Jalan Bulevar
Ahmad Yani Kav. K.01, Desa/Kelurahan Harapanmulva, Kec,
Medansatria, Kota Bekasi, Provinsi Jawa Barat
PT Croda Indonesia
(iii) (iv) (vii)
Indonesia – CIBIS Nine Tower, 17
th
Floor, Unit N. CIBS Park
area, JL. TB Simatupang No2 RT Cilandak Timur, Jakarta
Selatan
PT Croda Trading Indonesia
(vii)
Indonesia – Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19,
6 Blok GG8N, 15122 Tangerang
PT Scentium Flavours
(vii)
PT Iberchem Indonesia Fragrances
(vii)
Iran – Unit 10, No. 8, Anahita dead end, First Alley, 14
th
Eastern
Street, Adjudanieh Blvd, Aghdasieh Ave, Tehran
Croda Pars Trading Co
(xv)
Italy – Via P. Grocco 915, 27036 Mortara
Croda Italiana S.p.A.
(vii)
Italy – Calle del Commercio, 2 Desio, Monza and Brianza
Iberchem Italia SRL
(vii)
Japan – 7-1 Nishi-shinjuku 3-chome, Shinjuku-ku,
Tokyo163-1001
Croda Japan KK
(i) (vii)
Malaysia – 305 (Suite1) Block E, Phileo Damansara 1, 9, Jalan
16/11, Off Jln Damansara, 46350 PJ, Selangor
Scentium (Malaysia) Sdn Bhd
(vii)
Mexico – Hamburgo 213, Piso 10, Colonia Juárez, Delegacion
Cuauhtémoc, D.F., C.P. 06600
Croda México SA de CV
(vii)
Mexico – Alfredo Nobel No. 3, 3 y 4, Col. Fraccionamiento
Industrial Los Reyes, Estado de México, 54073 Tlalnepantla
Iberchem Mexico SA de CV
(vii)
Nigeria – Landmark Towers, 5B, Water Corporation Road,
Victoria Island, Lagos
Croda SI&T Nigeria Limited
(vii)
Peru – Av. Juan de Aliaga 425 Of. 401, Magdalena del Mar
Croda Peruana S.A.C
(vii)
Poland – Lubomirskiego 24, 31-509 Kraków
Croda Poland Sp. z o.o.
(i) (vii)
Republic of Korea – (Yongje-dong) 11, Seogam-ro 11-gil,
Iksan-si, Jeollabuk-do
Croda Korea Ltd
(vii)
Singapore – 30 Seraya Avenue, Singapore 627884
Croda Singapore Pte Ltd
(i) (v) (vii)
Singapore – 2 International Business Park, #04-06 The
Strategy (Tower 1)
Iberchem Far East Pte Ltd
(vii)
South Africa – Clearwater Estate Office Park, Block G, Corner
of Atlas & Park Road, Parkhaven Ext 8, Boksburg 1459
Croda (SA) (Pty) Ltd
(vii)
Incotec South Africa (Pty) Ltd
(vii)
South Africa – 383 Roan Crescent, Corporate Park North,
Randiespark, Midrand, 1685
Iberchem South Africa (Pty) Ltd
(vii)
Spain – Carrer Pujades, 350 planta 10, 08019 Barcelona
Croda Ibérica SA
(vii)
Related undertakings continued
190 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Spain – Avenida del Descubrimiento, Parcela 9/9, Polígono I,
30820 Alcantarilla, Murcia
Iberchem SAU
(vii)
Spain – Avenida de Holanda, Parcela 12/14, Polígono
Industrial Las Salinas, 30840 Alhama de Murcia, Murcia
Scentium Flavours, S.L.
(vii)
Sweden – Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB
(vii)
MX Adjuvac AB
(xiii)
Thailand – 319 Chamchuri Square Building, 16
th
Floor,
Unit13-14, Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd
(i) (vii)
Thailand – No. 41/87 Moo 6 Bangna Trad Road Km. 16.5,
Bangcha long-Sub District, Bangplee District, 10540
Bangkok, Samutprakarn Province
Iberchem Thailand Ltd
(vii)
Turkey – Barbaros Mahallesi, Mor Sumbul Sokak,Nidakule
Atasehir Guney, No: 7/3, Kat: 5 Atasehir, Istanbul 34746
Croda Kimya Ticaret Limited Şirketi
(vii)
United Arab Emirates – Units 2601 & 2602, Al Manara Tower,
Al Abraj St., Business Bay, P.O. Box 191160, Dubai
The Essence of Nature F&F Trading LLC
(vii)
United Arab Emirates – P. O. BOX 17916, Office 1209, 1210 &
1211, 12
th
Floor, Jafza One, Tower B, Jebel Ali Free Zone, Dubai
Croda Middle East FZE
(vii)
Vietnam – Room # 606A, Floor 6
th
, Centre Point Building
106Nguyen Van Troi Street, Ward 8, Phu Nhuan District,
HoChi Minh City The Representative Office of Croda
Singapore PteLtd in
Ho Chi Minh City
(ii) (vii)
Non-wholly owned subsidiaries, associates
andinvestments:
Incorporated in the UK
8 Frederick Sanger Road, Surrey Research Park,
Guildford, GU27YD
SiSaf Ltd 3.36%
Incorporated in other overseas countries
China – No 656 East Tangxun Road Economic
andTechnological Development Zone
MiangyangSichuan
Croda Sipo (Sichuan) Co., Ltd
(vii)
65.00%
China – No.56 Xingye 2
nd
Road, Changleng Industrial
Zone 2, Xinjian District, 330100 Nanchang City,
JiangxiProvince
Nanchang Xinduomei Bio-Technology Co.,Ltd
(vii)
70.00%
France – 70 avenue Louison Bobet, 06130 Grasse
Parfex
(vii)
99.70%
Indonesia – Pusat Niaga Terpadu, Blok EE 8A, Jl,
Daan Mogot, Raya, Km.19, Tangerang, 15122,
JakartaWest Java
PT Inti Berkah Chemindo
(viii)
51.00%
Sweden – Scheelevägen 22, 22363 Lund
Enza Biotech AB
(xv)
88.00%
Tunisia – 39, rue Jamel Abdennaceur, Z.I. Borj Cédria,
BirElBey, BP 69, 2055 Ben Arous
Iberchem Tunisie S.A.R.L.
(vii)
63.70%
Turkey – Yeşiltepe Mahallesi İsmetinönü-2 Cad.
No:2/57 Tepebaşi, Eskişehir
Entekno Industrial, Technological and Nano
MaterialsCorp. 9.00%
Classifications key
i. Companies owned directly by Croda International Plc
ii. Branch office
iii. A Ordinary
iv. B Ordinary
v. Preference including cumulative, non-cumulative
andredeemable shares
vi. No share capital, share of profits
vii. Manufacture, sale or distribution of speciality chemicals,
or of seed treatment services and products, or fragrances
and flavours compositions
viii. Dormant
ix. Holding company
x. Property holding company
xi. Trustee
xii. Captive insurance company
xiii. Research enterprise
xiv. Not consolidated; Company limited by Guarantee
andnothavinga Share Capital
xv. In liquidation process
xvi. Non-trading entity
Related undertakings continued
191 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

2026 Annual General Meeting 22 April 2026
2025 Final ordinary dividend payment 27 May 2026
2026 Half year results announcement 28 July 2026
2026 Interim ordinary dividend payment 6 October 2026
2026 Preference dividend payments 30 June 2026
31 December 2026
2026 Full year results announcement 23 February 2027
Investor relations
Shareholders can now get up to date information on Stock
Exchange announcements, key dates in the corporate calendar,
the Croda share price and brokers’ estimates by visiting our
corporate website at www.croda.com and clicking on the
section called ‘Investors’.
Shareholders can receive shareholder communications
electronically by registering on the Registrar’s Investor Centre
website https://uk.investorcentre.mpms.mufg.com/ and
following the instructions. Investor Centre also has a mobile
app available to download free on all smart devices. To register,
shareholders will require their investor code (IVC): this is an
11 digit number starting with five or six zeros and can be
found on your dividend tax voucher or your share certificate.
Shareholders who register on the above website or on the app
can also check their shareholding, view their dividend history,
choose their dividend options, register changes of address and
dividend mandate instructions. Shareholders can also monitor
all shareholdings – where MUFG Corporate Markets is the
registrar – within a single, secure platform.
Receiving corporate communications by email has a number
of benefits including being more environmentally friendly,
reducing unnecessary waste, faster notification of information
to shareholders and a reduction in company costs.
Shareholder information
Share price information
The latest ordinary share price is available on our website
atwww.croda.com.
The middle market values of the listed share capital
at31 December 2025, or last date traded*, were as follows:
Ordinary shares 2720.50p*
5.9% preference shares 78.25p*
6.6% preference shares 87.00p*
Dividend reinvestment plan (DRIP)
Ordinary shareholders may wish to know about this plan, which
allows you to use your dividends to buy further shares in Croda.
The DRIP is offered to shareholders resident in the UK only
byMUFG Corporate Markets which is authorised and regulated
by the Financial Conduct Authority.
You can sign up to this service on the Investor Centre website
(https://uk.investorcentre.mpms.mufg.com/). For information
or a paper application pack please call 0371 664 0381. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open 9.00am to
5.30pm, Monday to Friday, excluding public holidays in England
and Wales. From outside the UK dial +44 (0)371 664 0381.
Alternatively you can email drip.enquiries@cm.mpms.mufg.com.
Investor Centre
The Company’s Registrars, MUFG Corporate Markets have
replaced the Signal Shares portal with Investor Centre.
Thisisanew web-based platform and app through which you
will be able to manage your Croda shares. It has enhanced
security features, including Multi-Factor Authentication and
biometric login and provides a secure and intuitive experience
accessible at all times. Through Investor Centre you can
accessand manage all your shareholdings overseen by MUFG
Corporate Markets. You can access Investor Centre on a web
browser via https://uk.investorcentre.mpms.mufg.com/ and
then follow the instructions. Investor Centre also has a mobile
app available to download free on all smart devices
Payment of dividends
We would like to remind you that shareholders no longer
receive dividend payments by cheque. You will therefore need
to register a mandate via the Investor Centre website to enable
payment of dividends direct to your bank. Dividend confirmations
will also be available on the Investor Centre website. Dividend
payments will not be made until your bank or building society
account details have been provided.
Overseas shareholders – choose to receive your
next dividend in your local currency
If you live outside the UK, MUFG Corporate Markets has
partnered with Deutsche Bank to provide you with a service
that will convert Sterling dividends into your local currency
at acompetitive rate.
You can choose to receive payment directly to your local bank
account or alternatively you can be sent a currency draft.
You can sign up to this service on the Investor Centre
(https://uk.investorcentre.mpms.mufg.com/) by clicking on
‘your dividend options’ and following the on-screen instructions
or by contacting the Customer Support Centre. For further
information contact MUFG Corporate Markets:
By phone – UK 0371 664 0300, from overseas +44 (0)371 664
0300. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open
9.00am to 5.30pm, Monday to Friday, excluding public holidays
in England and Wales.
By email – ips@cm.mpms.mufg.com
Relating to beneficial owners of shares with
‘information rights’
Please note that beneficial owners of shares who have been
nominated by the registered holder of those shares to receive
information rights under section 146 of the Companies Act
2006 are required to direct all communications to the
registered holder of their shares rather than to the Company’s
Registrar, MUFG Corporate Markets, or to the Company directly.
Shareholder information
192 Croda International Plc Annual Report & Accounts 2025
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONSUSTAINABILITY PERFORMANCE

Share fraud warning
Scams are increasingly sophisticated. Fraudsters can be
articulate and financially knowledgeable, with credible
websites, testimonials and materials that are hard to distinguish
from the real thing. If you have been contacted unexpectedly,
or are suspicious about a call or text message, make sure you
stop and check the warning signs.
How to avoid scams
• Treat all unexpected calls, emails and text messages,
socialmedia messages or even in person visits with caution.
Don’t assume they’re genuine, even if the person seems
toknow some basic information about you.
• Don’t be pressured into acting quickly, hang up on calls
andignore messages if you feel pressured. A genuine bank
or financial services firm won’t mind waiting if you want
timeto think.
• Never give out your bank account or credit card details
unless you are certain who you are dealing with.
• If you’re buying a financial product such as a loan, insurance,
investment or pension, only deal with an FCA-authorised
firm– check the FS Register to see if the firm is registered.
Always access the Register from the FCA website, rather than
through links in emails or on a firm’s website (it might be part
of the scam).
• Double-check the URL and contact details of a firm in case
it’s a ‘clone firm’ pretending to be a real firm, such as your
bank or a genuine investment firm.
• Check the list of unauthorised firms and individuals the FCA
have received complaints about. If the firm isn’t on their list,
don’t assume it’s legitimate – it may not have been reported
to them yet.
• Check your bank account and credit card statements regularly.
• Don’t give access to your device by downloading software
oran app from a source you don’t trust. Scammers may be
able to view, take control of your device and access your
bank account.
• Remember: if it sounds too good to be true, it probably is!
Report a scam
If you are worried about a potential scam or you think you have
been approached by fraudsters please tell the FCA using the
share fraud reporting form at www.fca.org.uk/scams, where
you can find out more about investment scams.
You can also call the FCA Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you should
contact Report Fraud on 0300 123 2040.
Secretary and Registered Office
Tom Brophy (Company Secretary) Cowick Hall, Snaith, Goole,
East Yorkshire DN14 9AA
Tel: +44 (0)1405 860551
Website: www.croda.com
Registered in England number 206132
Registrars
MUFG Corporate Markets
Central Square, 29 Wellington Street,
Leeds, LS1 4DL
Tel: 0371 664 0300 (from UK)
+44 (0) 371 664 0300 (from overseas)
Calls are charged at the standard geographic rate and will
varyby provider. Calls outside the United Kingdom will be
charged at the applicable international rate; lines are open
9.00am to5.30pm,
Monday to Friday excluding public holidays in England
andWales.
Website: www.mpms.mufg.com
Email: shareholderenquiries@cm.mpms.mufg.com
Independent Auditors
KPMG LLP
15 Canada Square, London, E14 5GL
Principal Financial Advisers
Morgan Stanley & Co. International plc
Principal Solicitors
Freshfields LLP
Stockbrokers
Morgan Stanley & Co. International plc
UBS
Financial PR Advisers
FTI Consulting
Shareholder information continued
193 Croda International Plc Annual Report & Accounts 2025
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Five year record
Earnings
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Turnover
1,699.4
1,628.1
1,694.5
2,089.3
1,889.6
Covenant EBITDA
4
404.2 384.6 413.1 560.0 591.4
Depreciation and amortisation
1
(101.3)
(98.6)
(89.5)
(86.4)
(79.0)
Share-based payments and loss on associates
(7.6) (6.3) (1.7) (3.5) (42.0)
Impact of acquisitions or disposals
–
–
(1.9)
45.0
(1.8)
Adjusted operating profit
1
295.3 279.7 320.0 515.1 468.6
Adjusted profit before tax
1
276.2
260.0
308.8
496.1
445.2
Profit after tax
64.7 159.6 172.1 653.3 322.8
Profit attributable to owners of the parent
62.0
158.5
171.0
649.3
320.8
Return on sales
1
(%)
17.4
17.2
18.9
24.7
24.8
Effective tax rate
1
(%)
25.2 23.0 23.9 22.8 21.2
Pence Pence Pence Pence Pence
Adjusted earnings per share
1
146.2
142.6
167.6
272.0
250.0
Ordinary dividends declared per share
111.0 110.0 109.0 108.0 100.0
Times Times Times Times Times
Net debt/Covenant EBITDA
1.3
1.4
1.3
0.5
1.4
Covenant EBITDA interest cover
2
16.0 16.0 24.9 24.2 22.4
Free cash flow
5
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Adjusted operating profit
1
295.3 279.7 320.0 515.1 468.6
Depreciation and amortisation
101.3
98.6
89.5
86.4
79.0
Adjusted EBITDA
396.6 378.3 409.5 601.5 547.6
Working capital
(7.7)
20.9
29.1
(133.8)
(102.5)
Interest and tax paid
(81.1) (84.4) (93.5) (154.0) (131.3)
Non-cash pension expense
(1.0)
2.9
(4.4)
4.5
11.2
Share-based payments
5.0 5.0 (4.2) (11.0) 29.1
Other cash movements
(25.3)
(3.3)
1.0
1.0
(6.4)
Net cash generated from operating activities
286.5
319.4
337.5
308.2
347.7
Net capital expenditure
(108.2)
(137.9)
(170.1)
(138.3)
(152.7)
Interest received
3.0
6.9
8.3
5.1
1.5
Payment of lease liabilities
(18.1) (17.5) (17.0) (17.4) (14.4)
Other non-operating cash movements
(1.6)
(1.3)
(1.6)
(1.4)
4.6
Free cash flow
161.6 169.6 157.1 156.2 186.7
194 Croda International Plc Annual Report & Accounts 2025
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Five year record continued
Five year record continued
Summarised balance sheet
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Intangible assets, property, plant and equipment and investments
2,335.2
2,480.4
2,541.9
2,318.0
2,350.9
Inventories
370.5 367.9 341.2 464.0 443.0
Trade and other receivables
363.8
349.5
395.7
375.8
337.9
Trade and other payables
(281.5) (275.1) (253.1) (324.5) (370.3)
Capital employed
2,788.0
2,922.7
3,025.7
2,833.3
2,761.5
Tax, provisions and other
(176.4)
(197.8)
(206.7)
(207.1)
(180.3)
Retirement benefit assets
114.3
104.3
86.7
100.1
7.9
2,725.9
2,829.2
2,905.7
2,726.3
2,589.1
Shareholders’ funds
2,187.1
2,282.5
2,352.5
2,415.6
1,753.1
Non-controlling interests
15.0 14.4 15.6 15.5 12.8
Net assets
2,202.1
2,296.9
2,368.1
2,431.1
1,765.9
Net debt
523.8 532.3 537.6 295.2 823.2
Invested capital
2,725.9 2,829.2 2,905.7 2,726.3 2,589.1
Return on invested capital
3
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Adjusted operating profit net of tax
1
221.0
215.4
243.6
397.9
369.2
Invested capital
2,725.9 2,829.2 2,905.7 2,726.3 2,589.1
Adjustments for:
Retirement benefit assets net of deferred tax
(85.5) (77.7) (64.9) (75.2) (5.8)
Adjusted invested capital
2,640.4 2,751.5 2,840.8 2,651.1 2,583.3
Average adjusted invested capital
2,696.0
2,796.2
2,746.0
2,617.2
2,502.1
Return on invested capital (ROIC)
(%)
8.2
7.7
8.9
15.2
14.8
Post-tax cost of capital (%)
8.5
7.9
8.1
7.5
6.4
Charge for invested capital
3
(229.2) (220.9) (222.4) (196.3) (160.1)
Economic value added
1,3
(8.2)
(5.5)
21.2
201.6
209.1
1. Before exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon where applicable.
2. Interest excludes net interest on retirement benefit liabilities.
3. The Group has revised the definition of Return on Invested Capital (ROIC) in the year as set out in the Finance Review and comparative information has been restated.
4. Covenant EBITDA is EBITDA as defined in the Finance Review but before share-based payment charges and the loss on associates. Covenant EBITDA is also adjusted to reflect the annualised impact of acquisitions or disposals
in the period.
5. The Group has revised the definition of free cash flow in the year as set out in the Finance Review and comparative information has been restated.
The five year record is presented based on the applicable accounting standards at the relevant reporting date.
Five year record
Earnings
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Turnover
1,699.4
1,628.1
1,694.5
2,089.3
1,889.6
Covenant EBITDA
4
404.2
384.6
413.1
560.0
591.4
Depreciation and amortisation
1
(101.3)
(98.6)
(89.5)
(86.4)
(79.0)
Share-based payments and loss on associates
(7.6)
(6.3)
(1.7)
(3.5)
(42.0)
Impact of acquisitions or disposals
–
–
(1.9)
45.0
(1.8)
Adjusted operating profit
1
295.3
279.7
320.0
515.1
468.6
Adjusted profit before tax
1
276.2
260.0
308.8
496.1
445.2
Profit after tax
64.7
159.6
172.1
653.3
322.8
Profit attributable to owners of the parent
62.0
158.5
171.0
649.3
320.8
Return on sales
1
(%)
17.4
17.2
18.9
24.7
24.8
Effective tax rate
1
(%)
25.2
23.0
23.9
22.8
21.2
Pence
Pence
Pence
Pence
Pence
Adjusted earnings per share
1
146.2
142.6
167.6
272.0
250.0
Ordinary dividends declared per share
111.0
110.0
109.0
108.0
100.0
Times
Times
Times
Times
Times
Net debt/Covenant EBITDA
1.3
1.4
1.3
0.5
1.4
Covenant EBITDA interest cover
2
16.0
16.0
24.9
24.2
22.4
Free cash flow
5
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Adjusted operating profit
1
295.3
279.7
320.0
515.1
468.6
Depreciation and amortisation
101.3
98.6
89.5
86.4
79.0
Adjusted EBITDA
396.6
378.3
409.5
601.5
547.6
Working capital
(7.7)
20.9
29.1
(133.8)
(102.5)
Interest and tax paid
(81.1)
(84.4)
(93.5)
(154.0)
(131.3)
Non-cash pension expense
(1.0)
2.9
(4.4)
4.5
11.2
Share-based payments
5.0
5.0
(4.2)
(11.0)
29.1
Other cash movements
(25.3)
(3.3)
1.0
1.0
(6.4)
Net cash generated from operating activities
286.5
319.4
337.5
308.2
347.7
Net capital expenditure
(108.2)
(137.9)
(170.1)
(138.3)
(152.7)
Interest received
3.0
6.9
8.3
5.1
1.5
Payment of lease liabilities
(18.1)
(17.5)
(17.0)
(17.4)
(14.4)
Other non-operating cash movements
(1.6)
(1.3)
(1.6)
(1.4)
4.6
Free cash flow
161.6
169.6
157.1
156.2
186.7
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Alternative Performance Measures (APMs)
We use a number of APMs to assist in presenting information
in this statement. 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.
A reconciliation of the above APMs to the relevant IFRS
measure is included in note 27 of the financial statements.
The measures used in this statement 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
below. 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;
• Organic results: these reflect constant currency values
adjusted to exclude the impact of acquisitions or disposals
in the first year of impact. They are used by management to
measure the performance of each sector before the impact
of portfolio changes are included, in order to assess the
like-for-like performance of the business, 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;
• Adjusted results: these are stated before exceptional items
(as disclosed in the review of financial performance below)
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;
• EBITDA: this represents Earnings Before Interest, Tax,
Depreciation and Amortisation, calculated as adjusted
operating profit plus depreciation and amortisation. It is used
by management and shareholders to assess Group’s cash
operating profit performance. EBITDA is a widely used APM,
commonly used by our peers, and is a helpful measure for
shareholders that allows for an easier comparison of the
operational performance between companies by excluding
non-cash items and financing effects;
• Adjusted operating margin: 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 adjusted EBITDA
adjusted to include EBITDA from acquisitions or disposals in
the last 12 month period. 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, less the cash effect of exceptional items, net capital
expenditure and payment of lease liabilities, plus interest
received. The definition of free cash flow has been revised in
the year to deduct exceptional items as part of free cash flow
to demonstrate the level of cash available to shareholders
and better align this APM with the Group’s peers. Comparative
information has been restated to reflect the new definition,
resulting in restated free cash flow of £169.6m for 2024
(previously £181.1m). Calculations and reconciliations are
provided in the five-year record of the Group’s Annual Report.
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;
196 Croda International Plc Annual Report & Accounts 2025
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• Free cash flow-to-sales ratio: this is free cash flow divided by
sales. This is a new APM and has been included as the Board
considers this metric to assess the level of cash conversion
and to evaluate the quality of sales growth. The Board
believes it is useful to shareholders in assessing the financial
performance of the Group;
• Return on invested capital (ROIC): this is adjusted operating
profit net of tax divided by the average adjusted invested
capital. Adjusted invested capital represents net assets
adjusted for net debt and net retirement benefit assets/
(liabilities) and is the average of the opening and closing
balances. The definition of ROIC has been revised in the
year to remove the adjustment for earlier goodwill written
off to reserves and accumulated amortisation of acquired
intangible assets (both net of deferred tax) to make the
definition more comparable with the Group’s peers.
Comparative information has been restated to reflect the
new definition, resulting in restated ROIC of 7.7% in 2024
(previously 7.1%). Calculations and reconciliations are
provided in the five-year record on page 195. 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
(‘new’), protected by intellectual property (‘patented’) or by
unique quality characteristics (‘protected’). NPP is used by
management to measure and assess the level of innovation
across the Group.
Alternative Performance Measures (APMs) continued
197 Croda International Plc Annual Report & Accounts 2025
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Glossary
Glossary
Adjusted
Before exceptional items, amortisation of
intangible assets arising on acquisition and
the tax thereon where applicable
AGM
Annual General Meeting
ALM
Asset-Liability Matching
ASD
Action for Sustainable Derivatives
Bio-based
Carbon containing, from renewable,
non-fossil sources
CARE
Career Average Revalued Earnings
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CGU
Cash Generating Unit
CIPEBT
Croda International Plc Employee
Benefit Trust
Climate,
nature and
people
positive
Branding we have used since 2020 to
describe the breadth of our sustainability-
related targets and activity. It is not
considered a technical term with
recognised definition, it indicates our
efforts to go further than just reducing
environmental and social footprints in
our direct control
The Code
Financial Reporting Council’s 2024 UK
Corporate Governance Code
CO
2
Carbon dioxide
CO
2
e
Carbon dioxide equivalent
Constant
currency
Current year results for existing business
translated at the prior year’s average
exchange rates and include the impact
of acquisitions
CPI
Consumer Price Index
CPS
Croda Pension Scheme
CSRD
Corporate Sustainability Reporting Directive
DEI
Diversity, Equity and Inclusion
DBSP
Deferred Bonus Share Plan
DMA
Double Materiality Assessment
DRIP
Dividend Reinvestment Plan
EBITDA
Earnings Before Interest, Taxation,
Depreciation and Amortisation
EBT
Employee Benefit Trust
EPS
Earnings per share
ERM
Enterprise Risk Management
ESG
Environmental, Social and Governance
ESRS
European Sustainability Reporting
Standards
EU
European Union
EVA
Economic Value Added
F&F
Fragrances and Flavours
FCA
Financial Conduct Authority
FLAG GHG
emissions
Forest, Land, and Agriculture (FLAG)
emissions: greenhouse gases released
from land-based activities like
deforestation, agriculture, and forestry
FRC
Financial Reporting Council
FRS
Financial Reporting Standard
FSP
Free Share Plan
FTSE
Financial Times Stock Exchange
GDPR
General Data Protection Regulation
GHG
Greenhouse gas
GRI
Global Reporting Initiative
Scope 1
emissions
Direct emissions from our own, or
controlled sources
Scope 2
emissions
Indirect emissions from the generation of
purchased electricity, steam, heating and
cooling. Croda reports using the market
based method to quantify scope 2 emissions.
Scope 3
emissions
All other indirect GHG emissions that occur
in our value chain:
• Upstream comprises categories
3.1 – 3.8 inclusive.
• Downstream comprises categories
3.9 – 3.15 inclusive
GMP
Good Manufacturing Practice
GRI
Global Reporting Initiative
HMRC
HM Revenue & Customs
IFRS
International Financial Reporting Standards
IP
Intellectual Property
IS
Industrial Specialties
ISO
International Organization for
Standardization
ISSB
International Sustainability Standards
Board
198 Croda International Plc Annual Report & Accounts 2025
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Glossary continued
KPI
Key Performance Indicator
LCA
Life Cycle Assessment
LDI
Liability driven investment
L&R
Local and regional customers
M&A
Mergers and acquisitions
Market
businesses
Consumer Care, Life Sciences, Industrial
Specialties
MNCs
Multinational customers
mRNA
Messenger ribonucleic acid
NCI
Non-controlling interest
Net debt
Borrowings and other financial liabilities
less cash
and cash equivalents
Net Zero
Aligned with the SBTi definition: Scope 1, 2
and 3 (upstream and downstream) GHG
emissions 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
NGO
Non-governmental Organisation
NPP
New and protected products
Operating
leverage
The degree to which profits are impacted
by the level of asset utilisation
Organic
Carbon-containing, from renewable and/
or fossil sources
PBT
Profit before tax
Plc
Public limited company
Process
Waste
Waste materials associated with
manufacturing processes only at our sites,
both hazardous and non-hazardous
PSP
Performance Share Plan
PTIC
Performance Technologies & Industrial
Chemicals
QUEST
Croda International Plc Qualifying Share
OwnershipTrust
R&D
Research and Development
Return on
sales
Adjusted operating profit divided by
revenue
RFT
Right first time
ROIC
Return on Invested Capital
RPI
Retail Price Index
RSP
Restricted Share Plan
RSPO
Roundtable on Sustainable Palm Oil
SASB
Sustainability Accounting Standards Board
SBT
Science Based Targets
SDGs
United Nations Sustainable Development
Goals
SHE
Safety, health, environment
SHEQ
Safety, health, environment, quality
SIP
Share Incentive Plan
SMEs
Small and Medium sized Enterprises
SIR
Sustainability Impact Report
STEM
Science, Technology, Engineering and
Mathematics
TCFD
Task Force on Climate-related Financial
Disclosures
T
Tonnes
TCO
2
e
Tonnes carbon dioxide equivalent
TRIR
Total Recordable Injury Rate
TSR
Total shareholder return
WACC
Weighted Average Cost of Capital
Water Impact
Widely accepted term for the impact of an
organisation’s activities, including those up
and down the value chain, on water. May
consider volume, quality, and location
impacts
Water Use
Impact
Croda developed methodology to account
for volumetric consumption, local water
stress at source, water displacement
effects and the quality of discharged water
at our manufacturing location
WBCSD
World Business Council for Sustainable
Development
WHO
World Health Organization
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