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PZ Cussons plc Annual Report and Accounts 2025
With over 140 years of heritage, we employ just under 2,500 people across our businesses
in Europe, North America, Asia Pacific and Africa. Since our founding in 1884, we have been
creating products to delight, care for and nourish consumers. We are building on these
foundations, transforming PZ Cussons into a business with stronger brands in a more
focused portfolio, delivering sustainable, profitable growth.
WE ARE A BRANDED
CONSUMER GOODS BUSINESS.
About Us
PZ Cussons plcAnnual Report and Accounts 2025
Contents
Revenue
£513.8m
2024: £527.9m
Operating margin – Statutory
4.0%
2024: (15.9)%
Dividend per share
3.60p
2024: 3.60p
Revenue growth – Statutory
(2.7)%
2024: (19.6)%
Operating margin – Adjusted¹
10.7%
2024: 11.0%
Basic loss per share – Statutory
(1.38)p
2024: (13.60)p
LFL revenue growth¹
8.0%
2024: 4.4%
Net debt
£(112.0)m
2024: (£115.3)m
Adjusted basic earnings per share¹
7.34p
2024: 8.02p
Summary of Financial Performance
Read our report online:
www.pzcussons.com/investors
STRATEGIC REPORT
02 A Word from our Chair
03 PZ Cussons at a Glance
04 Chief Executive's Review
08 Business Model
10 Key Performance Indicators
12 Financial Review
16 People and Culture
20 Sustainability
26 Task Force on Climate-related
Financial Disclosures
30 Risk Management and
Principal Risks
40 Viability and Going Concern
42 Non-Financial
and Sustainability
Information Statement
43 Section 172(1) Statement
GOVERNANCE
48 Chair’s Introduction
to Governance
49 Governance at a Glance
50 Our Board
52 Our Executive
Committee
54 Board Activity at a Glance
56 Corporate Governance
Statement 2025
63 Nomination
Committee Report
66 Audit and Risk
Committee Report
72 Environmental and Social
Impact Committee Report
74 Remuneration
Committee Report
77 Remuneration at a Glance
78 Directors’ Remuneration
Policy
84 Report on the
Directors’ Remuneration
95 Report of the Directors
FINANCIAL STATEMENTS
100 Independent Auditor’s Report
108 Consolidated
Income Statement
109 Consolidated Statement
of Comprehensive Income
110 Consolidated Balance Sheet
112 Consolidated Statement
of Changes in Equity
113 Consolidated Cash
Flow Statement
114 Notes to the Consolidated
Financial Statements
164 Company Balance Sheet
165 Company Statement of
Changes in Equity
166 Notes to the Company
Financial Statements
ADDITIONAL INFORMATION
171 Alternative Performance
Measures
174 Glossary
175 Shareholder Information
Reported financial performance in FY25 was mixed, with strong results across most of our portfolio
offset by a significant decline in St.Tropez, and the impact of the weaker Nigerian Naira.
1 Alternative performance measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 171 to 173.
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plcAnnual Report and Accounts 2025
01
A Word from our Chair
I am pleased to present the Annual Report for
PZCussons for the year ending 31 May 2025.
FY25 PERFORMANCE
This was a mixed year for the Group. Our business in the UK increased its
sales and drove its operating profit up significantly, aided by improving
gross margins and by overhead cost reductions. Our African business
achieved strong revenue and profit growth in local currency terms in what
was a calmer macro-economic environment in Nigeria after the major
devaluation of its currency in FY24. However, its operating profit when
translated into Sterling increased only slightly because the Nigerian Naira,
while stable during the year, was on average 38% below that in FY24.
In APAC, our operating profit was slightly down despite the good sales
progress made in Indonesia and effective profit margin management in
Australia. We experienced, however, a significant fall in the operating
profits of our St.Tropez business in the US, affected by a difficult, more
competitive environment.
Our central costs increased slightly on a comparable basis. However,
measures were taken during the year to reduce them and these benefits
will be felt in FY26. Overall across the Group, we are targeting savings of
£5-10 million in FY26 as we simplify our processes and our organisation.
Our adjusted operating profit in FY25, declined by £3.4 million to £54.9
million which, with a higher effective tax rate but the benefit of lower
non-controlling interest, resulted in our adjusted earnings per share
decreasing by 8.5% in the year from 8.02p to 7.34p.
Our gross debt improved from £166.6 million to £157.1 million during the
year with working capital levels being kept under tight control. Net debt/
EBITDA increased from 1.5x to 1.7x reflecting the reduction in EBITDA.
DIVIDEND
All this has led the Board to propose a final dividend of 2.10p per
share following the interim dividend of 1.50p paid in April. If approved,
shareholders will receive a full year dividend of 3.60p per share –
unchanged on last year’s dividend. This annual dividend represents
49% of our earnings in the year and is in line with our targeted dividend
cover of approximately two times. Once we complete our portfolio
transformation plans, we plan to review our approach as part of a
broader assessment of the Group’s financial leverage and capital
allocation objectives.
PORTFOLIO TRANSFORMATION
Turning to our plans for portfolio transformation, we also had a mixed
year. We were pleased to agree a transaction to sell our 50% share in PZ
Wilmar, our edible oils business, to our joint venture partners, Wilmar.
Subject to relevant approvals, completion is expected to take place
in the last quarter of calendar year 2025. We wish the Wilmar team
continued success.
This sale will simplify our portfolio and reduce our exposure to the
risks of the Nigerian economy. We will use the net proceeds of
approximately £47 million to reduce our gross debt further.
On the other hand, we failed to find a buyer prepared to pay an acceptable
price for our St.Tropez business. During an extensive auction process, we
had a number of offers but the value of them was adversely affected by the
declining sales and profitability of the brand during the year.
As a result, the Board announced in June 2025 that the most compelling
path forward was to retain the brand but run the business in a different
way. We have now put in place a new, focused team led by a highly
experienced executive and established a new partnership in the US with
the Emerson Group, a leading distributor to North American retailers.
The transition to this new operating model and, in turn, the brand’s
improved trading momentum will be a key area of oversight for the
Board during FY26.
We also continue to review the future plans for our African businesses,
and we will update investors on those at the end of the process.
However, I can report that during the year, we again reduced our
exposure to the Naira by reducing the foreign currency borrowings of
our Nigerian business. This process will continue in the current year.
SUSTAINABILITY
We continue to progress our work on sustainability which remains
central to our strategy and purpose. In FY25, we were proud to achieve
carbon neutrality across our global operations, and the Group also
achieved a 31% reduction in Scope 1, 2 & 3 carbon emissions in FY25 vs
the FY21 baseline, supporting our progress towards our ambition for Net
Zero by 2045. The Board’s Environmental and Social Impact Committee
continues to monitor and advise on the projects which will best support
these ambitions, ensuring our environmental commitments are matched
by meaningful action and transparency.
PEOPLE
Our people are of course the beating heart of PZ Cussons and their skills
and commitment are critical to the success of the Group. This has been a
year of significant organisational change and uncertainty for many of our
teams as we transform PZ Cussons into a business with a more focused
portfolio. We were therefore particularly pleased to see that our internal
survey demonstrated a high level of employee engagement, with nine
in ten of our colleagues stating that they are proud to work for the
Group – a slight improvement on last year’s survey. The results, explored
in more detail later in this report, reflect the strength of our culture and
the huge internal goodwill which the Company enjoys.
On behalf of the Board, I would like to thank all our colleagues very much for
their dedication and hard work in what has been another challenging year.
In addition, I am also grateful to our customers, suppliers, shareholders and
other stakeholders for their continued support and trust in PZ Cussons.
THE FUTURE
Looking ahead, the Board will continue to focus on delivering
sustainable, profitable growth for the future. We plan to capitalise on
the long-term potential of our brands within a more focused portfolio.
David Tyler
Non-Executive Chair
16 September 2025
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PZ Cussons plcAnnual Report and Accounts 2025
02
PZ Cussons at a Glance
FY25 revenue split by priority markets
UK
Leading positions in Washing and
Bathing, with strong distribution
and in-house manufacturing
ANZ
Leading Homecare and Baby
Food brands, focused on
Australia’s two leading grocers
NIGERIA
Strong footprint in Family Care
with joint venture partnerships
in Electricals and Edible Oils
2
INDONESIA
Leading toiletries brand with
Cussons Baby
By region
35%
17%
21%
12%
15%
WE ARE A BRANDED
CONSUMER GOODS BUSINESS.
OUR PURPOSE AND STRATEGY
Our purpose is ‘For Everyone, For Life, For Good’.
Our strategy is ‘Building brands for life. Today and for future generations’. We focus on our core categories of Hygiene, Baby and Beauty in our four priority
markets of the UK, ANZ, Indonesia and Nigeria. Underpinning this strategy, our growth will be enabled by strengthening our approach to capabilities, talent
and leadership, culture and sustainability. Running through everything we do is a drive to dramatically reduce complexity across our business.
Investing in our brands
to drive awareness
and consumer loyalty
Winning where the
shopper shops
Simplifying our
operations and
portfolio to improve
returns and reduce risk
Investing in our
teams to strengthen
capabilities
Acting in the right way
for long-term growth
BUILD
BRANDS
SERVE
CONSUMERS
REDUCE
COMPLEXITY
DEVELOP
PEOPLE
GROW
SUSTAINABLY
1 Other revenue primarily relates to our operations in the US, Ghana and Kenya, and other markets accessed through distributors.
2 The sale of our PZ Wilmar edible oils joint venture was announced in June 2025.
OTHER
1
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PZ Cussons plcAnnual Report and Accounts 2025
03
Chief Executive’s Review
PZ Cussons is now firmly in the
transformation phase of its
journey – reshaping itself into a
more focused, competitive and
resilientbusiness.
Our strategy remains centred on the core categories of Hygiene,
Baby and Beauty and we continue to invest in building brands, while
simplifying our operations and creating a future-fit organisation.
FY25 has been a year of continued progress against our strategy. The
UK business has delivered a stronger profit performance, supported by
successful innovation, improved execution and strong retail partnerships.
Indonesia has now recorded a fifth consecutive quarter of revenue
growth, and ANZ continues to gain market share in each of its main
brands, despite a softer consumer backdrop.
Across the Group, we are also seeing the benefits of our new operating
model. Funded by a reduction in Group overheads, this is enabling
more competitive brand activation and a clearer, more robust
innovation pipeline. Major launches such as the Carex campaign in
Africa, or the Childs Farm re-stage in the UK are early markers of
success. Furthermore, we see continued opportunity to replicate the
success enjoyed so far with our partnerships with third party owners of
Intellectual Property (IP) such as Bluey or Gruffalo, with which a number
of our brands share a target consumer.
In Nigeria, while the macro-economic environment remains challenging,
the Naira (the Nigerian currency) has shown greater stability in recent
months. Our operational interventions have helped sustain trading
momentum and the business is now self-sufficient in US Dollar funding.
Firstly, we repatriated all surplus cash to pay down UK borrowings,
and subsequently we reduced a number of intercompany liabilities.
As a result, our exposure to future shocks has been greatly reduced.
Furthermore, shortly following the end of the financial year, we
announced the sale of our 50% stake in the PZ Wilmar edible oils joint
venture. This sees us exit a non-core category, reduce the risk associated
with our presence in Nigeria, and materially strengthens our balance
sheet. We also announced in June the decision to retain St.Tropez.
This ended the auction process that we had been conducting which
had been made challenging by the significant reduction in revenue
and profitability of the brand throughout the year.
We are however confident in the new direction that has been set for
the brand, with a renewed operating model built around a focused and
incentivised team with the brand leader reporting directly to me, and a
re-set of our ‘go to market’ capabilities in the US aided by our strategic
partnership with The Emerson Group – a leading, US-based partner to
brand owners.
The strategic review of our wider Africa business is ongoing. This
comprises our Family Care businesses in Nigeria, Ghana and Kenya, and
our Electricals business in Nigeria. We remain committed to maximising
long-term shareholder value and will provide an update as appropriate.
Finally, in a year of significant organisational change and uncertainty for
many of our employees, I am particularly pleased to be able to report an
employee engagement score of 74%. This represents an increase from
73% in FY24, and compares favourably to an industry benchmark of 71%.
We know there is more to do to fully transform PZ Cussons, but with the
strategic actions and operational improvements delivered through 2025,
we are confident in the long-term potential for the Group. On behalf
of the Board, I would like to thank our teams across the world for their
continued energy and commitment, and our partners and customers for
their ongoing support.
We know there is more to do to fully transform
PZ Cussons, but with the strategic actions and
operational improvements delivered through
2025, we are confident in the long-term
potential for the Group.”
Jonathan Myers
Chief Executive Officer
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PZ Cussons plcAnnual Report and Accounts 2025
04
LFL revenue growth
8.0%
Reduction in waste to landfill
1
1 Compared to FY21 baseline.
88%
Stores served directly in Nigeria
200,000
DELIVERING AGAINST FY25 STRATEGIC PRIORITIES
Progress against the three key priorities established for FY25 is as follows:
1. Drive our businesses in the UK, Indonesia and ANZ
In the UK, we delivered a stronger profit performance with better innovation
and commercial execution. Improved executions around gifting occasions
across Christmas 2024, Mother’s Day and Valentine’s Day contributed an
additional c.£3 million of revenue in the year. Distribution of our brands
continued to expand, with successful launches for Sanctuary Spa in
Tesco, Waitrose and Asda, while Carex and Imperial Leather gained in
the wholesale and discounter channels. Childs Farm saw distribution expand
further, supported by the launch of a strategic partnership with Bluey and
BBC Studios, enhancing brand visibility and consumer engagement.
Product development included the Original Source 2in1 foam product
while Carex replicated the success of its Gruffalo product with an expansion
of its partnership with Magic Light Pictures to use Zog on products.
In Indonesia, the business recorded its fifth consecutive quarter of
revenue growth. We see continued growth following the launch in
FY24 of Cussons Baby into the warming oil segment – a very large and
important part of the wider Baby Care category in which the brand has
not historically been present.
Driven by a successful ‘360’ marketing campaign, involving TV, digital
media and shopper trials, and with distribution now reaching over
150,000 outlets, brand penetration has reached 9% compared
to 2% as at the end of FY24. More broadly, we see continued growth
in e-commerce which doubled in FY25 to represent approximately
8% of the total business.
In ANZ, we delivered further market share gains across Morning Fresh,
Radiant, and Rafferty’s Garden. Radiant became the third-largest
laundry brand in Australia, underpinned by the successful launch of
capsule innovation. Morning Fresh retained its leadership position with
approximately 50% category share, while Rafferty’s Garden continued
to hold the number 1 position in baby food.
2. Strengthen our brand-building capabilities and embed our
new operating model
During the year we completed the integration of our UK Personal Care
and Beauty businesses. This has delivered c.£3 million in annualised
savings, enabling faster, more consistent execution across commercial
and operational activities and was a primary driver of the reduction in
Group-wide overheads.
As part of our new operating model, during FY25, we began the roll
out of a renewed Marketing and R&D ‘flywheel’ to all business units.
With renewed clarity and consistency on our brand-building tools and
frameworks, we expect to drive more consistent and impactful brand-
building across our portfolio. In the second half of the year, we launched a
re-stage of Childs Farm generating strong consumer engagement. This
has reinforced the strength of our brand equity, and we expect this
to benefit performance into FY26. Other innovations for FY26 are set
to include Cussons Baby in Indonesia, Original Source in the UK, and
Morning Fresh in ANZ.
We are now in the final stages of integrating Childs Farm into the
business. The majority of manufacturing now takes place in-house
and the day-to-day running of the brand is led solely by our UK team,
allowing us to consolidate the number of points of interaction with
suppliers and customers.
3. Deliver the portfolio transformation to maximise
shareholder value
We announced in April 2024 our intention to refocus the PZ Cussons
portfolio on where the business can be most competitive and where it
can create most value for shareholders.
In June 2025, we announced the sale of our 50% stake in the PZ Wilmar
edible oils joint venture for $70 million, to the joint venture partner, Wilmar
International Limited. The transaction, once complete, will see us exit
a non-core category, simplify our portfolio, and significantly reduce our
financial leverage.
During the year, the Group ran a competitive auction process which
sought to sell the St.Tropez brand. After careful evaluation of the offers
received, the Board announced in June 2025 its intention to retain
St.Tropez and set a new strategic direction for the brand.
The plan sees us establish a focused team to lead the St.Tropez brand
across the Group’s international footprint, incentivised against the
identified value drivers of the business: winning in-market execution
including digital activation, re-igniting innovation and rejuvenating the
brand’s equity. A critical component of the plan includes the formation
of a strategic partnership with The Emerson Group (Emerson). Emerson
is a leading, US-based partner to brand owners and will provide
customer management, logistics services and brand activation in the US.
St.Tropez will be integrated into Emerson’s dedicated selling teams to
key US retailers – an arrangement which builds on PZ Cussons’ existing
relationship with Emerson as the distributor of Childs Farm in the US.
We are confident that this partnership will return St.Tropez to growth
in the US, combining Emerson’s distribution reach and brand activation
capabilities, with the brand equity of St.Tropez.
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05
GROWING SUSTAINABLY
We continue to make strong progress in embedding sustainability
across our operations, brands and culture. In FY25, we delivered
a step-change in our environmental performance, exceeding our
near-term targets and reinforcing our commitment to long-term
responsible growth.
• We achieved carbon neutrality across our global operations,
including Africa, in line with our 2025 target;
• We reported a 31% reduction in Scope 1, 2 and 3 compared to our
2021 baseline, supporting our ambition to reach net zero across all
scopes by 2045;
• Virgin plastic intensity was reduced by 12.5% compared to our 2021
baseline, continuing our trajectory toward a one-third reduction
by 2030;
• 86.1% of our packaging is now recyclable, reusable or compostable,
up from 85.6% in FY24;
• We achieved an 88% reduction in waste to landfill compared to
our FY21 baseline, with our UK operations maintaining zero waste
to landfill;
• Water consumption per tonne of finished product was reduced by
29% compared to our FY21 baseline.
Jonathan Myers
Chief Executive Officer
16 September 2025
Chief Executive’s Review continued
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plc Annual Report and Accounts 2025
07
Business Model
Our competitive advantage
Our strength is in being a multi-local rather than multi-
national business, with the level of focus, experience
and dedication to our priority markets that this brings.
Our brands
High-quality, trusted and well-loved brands
Our people
Diverse, skilled and engaged employees
Our channels
Leading manufacturing facilities and
strong customer partnerships
We are a branded consumer goods business, and
we build brands ‘For Everyone, For Life, For Good.’
What we do
ALL UNDERPINNED BY OUR PURPOSE,
CULTURE, VALUES, GOVERNANCE AND ETHICS
MACRO-ECONOMIC
ENVIRONMENT
Inflationary pressures have eased in some markets, but cost-of-living challenges persist, particularly in the
UK and Nigeria. Consumer value-seeking behaviour continues to shape demand, requiring agile pricing and
promotional strategies.
TREND FY25 CONTEXT AND IMPLICATIONS
Consumers and investors are demanding more from brands – ethical sourcing, transparency, and
sustainability are now baseline expectations. Our brand-specific sustainability plans and UN Global
Compact membership reinforce our commitment.
Despite short-term volatility, long-term growth potential remains strong in Nigeria and Indonesia. Nigeria’s
population growth and Indonesia’s expanding middle class present opportunities, though foreign exchange
(FX) volatility and supply chain resilience remain critical.
Omnichannel is now the norm. In developed markets, digital engagement and e-commerce are essential,
while in developing markets, modern trade continues to gain ground. Our investment in omnichannel
capabilities and data-driven marketing is key to winning.
DEVELOPING MARKETS
CHANGING CONSUMER
BUYING HABITS
EVOLVING STAKEHOLDER
EXPECTATIONS
Trends affecting our business
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plcAnnual Report and Accounts 2025
08
Our business model creates shared, sustainable value for all our stakeholders.
FOR CONSUMERS
Innovative, high-quality and
trusted brands
FOR EMPLOYEES
Engaged teams, training and development
opportunities and a supportive culture
FOR SOCIETY
Supporting communities that we serve with
charitable initiatives linked to our purpose
FOR CUSTOMERS
Our retail partners and customers benefit
from selling our leading brands
FOR INVESTORS
A business with a more focused
portfolio and stronger brands, delivering
sustainable, profitable growth
FOR THE ENVIRONMENT
Sustainable sourcing on plastic, paper and
palm oil, with reduced carbon emissions,
water usage and landfill waste
The value we create
TREND FY25 CONTEXT AND IMPLICATIONS
Generative AI and digital tools are reshaping how we operate – from marketing to supply chain.
We are embedding AI into decision-making and exploring automation to drive efficiency and innovation.
Winning in key channels is a strategic imperative. Growth is being driven by grocers, e-commerce, and
discounters. Our future plans reflect a sharper focus on channel-specific strategies and execution excellence.
Our environmental commitments are accelerating. We’ve achieved a 68.7% reduction in Scope 1 and 2
emissions and 86.1% of packaging is now recyclable, reusable, or compostable. Sustainability is now
embedded in brand innovation and supply chain decisions.
CHANNEL DISRUPTION
SUSTAINABILITY
RAPIDLY CHANGING
TECHNOLOGIES
Trial and loyalty
Delight consumers through the use
of our products
Sales and distribution
Deliver our products to wherever
our shoppers shop
Advertising and marketing
Invest in multi-channel campaigns
to build brands
Insight and innovation
Generate consumer insights to develop
products that consumers desire
Sourcing and manufacturing
Produce high-quality finished products
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
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09
Profit margin
Profit margin allows management and investors to determine our relative performance.
Basic (loss)/earnings per share
Basic earnings per share provides management and investors with a key indicator of value enhancement to shareholders.
Dividends per share
1
Dividend payments allow investors to receive a cash return on their
investment in PZ Cussons plc. Dividend growth is a key indicator in
terms of tangible return to shareholders.
Net (debt)/cash
1
Net debt is an indicator of the overall debt position and a way to
evaluate the financial strength of the Group.
Key Performance Indicators
HOW WE MEASURE
OUR PERFORMANCE.
FINANCIAL KEY PERFORMANCE INDICATORS
Reported financial performance in FY25 was mixed, with strong results across most of our portfolio offset by a significant decline in St.Tropez,
and the impact of the weaker Nigerian Naira.
Revenue growth
Revenue growth allows management and investors to measure our relative performance. Sustainable revenue growth is a key strategic ambition.
LFL revenue growth
1, 2
8.0%
Revenue growth – Statutory
1
(2.7)%
2024
2024
2024
2024
2024
2024
2024
2024
2023
2023
2023
2023
2023
2023
2023
2023
2022
2022
2022
2022
2022
2022
2022
2022
2021
2021
2021
2021
2021
2021
2021
2021
4.4%
11.0%
8.02p
£(115.3)m
8.0%
10.7%
7.34p
£(112.0)m
6.1%
11.2%
11.23p
£5.7m
2.9%
11.3%
12.57p
£(9.8)m
7.1%
11.6%
12.98p
£(30.7)m
2.7%
12.1%
9.94p
6.09p
(1.7)%
11.1%
11.88p
6.40p
10.7%
9.1%
8.70p
6.40p
(19.6)%
(15.9)%
(13.60)p
3.60p
(2.7)%
4.0%
(1.38)p
3.60p
Operating margin – Adjusted
1, 2
10.7%
Operating margin – Statutory
1
4.0%
Basic earnings per share – Adjusted
1, 2
7.34p
Basic (loss)/earnings per share – Statutory
1
(1.38)p
3.60p
£(112.0)m
2025
2025
2025
2025
2025
2025
2025
2025
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plcAnnual Report and Accounts 2025
10
NON-FINANCIAL KEY PERFORMANCE INDICATORS
Our sustainability and employee engagement key performance indicators embody our ongoing commitment to key strategic priorities, providing
management and investors with a clear measure of our progress.
Carbon reduction and neutrality
3
Achieve 42% reduction in Scopes 1 and 2 carbon emissions
(aligned with science-based targets) by 2030.
Scope 1 and 2 (market-based)
68.7%
Reduction since 2021
Achieve carbon neutrality in our operations by 2025.
Carbon neutrality in our operations
100%
of our emissions in 2025
Packaging reduction
3
Reduce virgin plastic intensity by 33% by 2030 from a 2021 baseline.
12.5%
Reduction in virgin plastic intensity since 2021
Achieve 100% recyclable, reusable or compostable packaging by 2030.
86.1%
Recyclable, reusable or compostable packaging in 2025
Waste reduction
3
Achieve zero waste to landfill by 2030 in those countries where appropriate infrastructure exists.
88%
Reduction since 2021
Engagement score
4
The global engagement survey assesses how well our employees are engaged, which is a key driver of business performance.
74
Engagement score
1 Financial performance in both FY25 and FY24 was materially impacted by the devaluation of the Nigerian Naira which commenced in June 2023.
2 Alternative performance measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 171 to 173.
3 Refer to pages 20 to 29 for further details on our sustainability targets and our emissions reporting methodology.
4 Refer to page 17 for further details on our employee engagement survey.
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plcAnnual Report and Accounts 2025
11
Financial Review
Building on the progress made
during FY24, we have continued
to strengthen our resilience
to movements in the Nigerian
Naira rate.
OVERVIEW OF GROUP FINANCIAL PERFORMANCE
Reported financial performance in FY25 was mixed, with strong results
across most of our portfolio offset by a significant decline in St.Tropez
profitability, and the impact of the weaker Nigerian Naira compared
to the prior year. Our PZ Wilmar joint venture, the sale of which we
announced in June 2025, saw its contribution to Group adjusted
operating profit reduce compared to FY24. Excluding the contribution
from PZ Wilmar, FY25 Group operating profit and margin would have
increased. Building on the progress made during FY24, we have
continued to strengthen our resilience to movements in the Nigerian
Naira rate, reducing our local foreign exchange exposure via optimising
cash balances held and reducing liabilities held in US Dollars.
Group revenue declined by 2.7% with 8.0% like for like (LFL) revenue
growth offset by weaker FX. While the Nigeria Naira was relatively stable
throughout the year, it was on average 38% weaker when compared
to FY24. LFL revenue growth reflected price/mix growth of 7.2% with
multiple price increases throughout the year in Nigeria driving price
improvement to offset double-digit inflation. Excluding Africa, LFL
revenue growth was 0.3%, with price/mix decline of 0.4% and volume
growth of 0.7%.
Adjusted operating margin declined by 30bps, with an improvement
in gross margin, based on actual FX, and reduced overheads offset
by increased marketing spend and a reduction in contribution from
PZ Wilmar. On a statutory basis, operating profit was £20.6 million
compared to a loss of £83.7 million in the prior year which included an
FX loss of £107.5 million, which arose primarily on the translation and
settlement of USD-denominated liabilities in our Nigerian subsidiaries
following the Naira devaluation.
Free cash flow was £42.3 million compared to £41.6 million in the prior
year, due to good control of working capital. Net debt at 31 May 2025
was £112.0 million, £3.3 million lower than its level twelve months prior.
Net debt/EBITDA was 1.7x (FY24: 1.5x).
PERFORMANCE
BY GEOGRAPHY
EUROPE AND THE AMERICAS
£m unless otherwise stated FY25 FY24 Growth/(decline)
Revenue 199.4 200.7 (0.6)%
LFL revenue growth (%) 0.6%
1
(1.9)% n/a
Adjusted operating profit 36.8 32.6 12.9%
Margin (%) 18.5% 16.2% +230 bps
Operating profit 50.9 0.7 n.m.
Margin (%) 25.5% 0.3% +2,520bps
1 To aid comparability, Europe and Americas FY25 like for like revenue growth includes
£2.0 million of revenue to a European distributor which was recorded in APAC revenue.
Revenue grew 0.6% on a like for like basis, with overall price/mix growth
of 0.7% and volume decline of 0.1%. Growth in our UK personal care
brands was more than offset by St.Tropez and declines in a number of
our tail brands where we have sought to simplify our product portfolio.
The UK washing and bathing category grew 3% in value terms with
our brands largely holding market share within their respective sub-
categories. Sanctuary Spa grew strongly, driven by further expansion of
our gifting ranges, with seasonal gifting during the Christmas, Valentines
and Mother’s Day periods growing double-digits. Imperial Leather
saw the full-year benefit of its new packaging as well as a launch of a
new range, Ultimate Moisture, in H2 FY25. Carex revenue grew for the
second consecutive year, driven by an extension of the Gruffalo products
to include Zog while taking share in the core hand gel segment. Childs
Farm delivered continued revenue growth as it also benefited from an
IP partnership with another popular children’s TV character Bluey.
St.Tropez revenue declined double-digits reflecting a soft category in
the US and a number of shelf-space reductions in key US customers
as a result of a reduced New Product Development (NPD) offering.
Revenue also declined in a number of our tail brands as we sought
to simplify the portfolio – including a reduction in number of SKUs
of Charles Worthington.
Operating profit was impacted by the introduction in the UK of the new
Extended Producer Responsibility (EPR) tax of c.£3 million – an annual
cost to the business which we will seek to mitigate over time through,
among other things, the review of our entire packaging portfolio in
the UK. Despite this, adjusted operating profit grew by £4.2 million
with a margin increase of 230bps. This was driven predominantly by
overheads reductions in the UK business reflecting the full year impact
of the integration of the Personal Care and Beauty businesses as well
as ongoing RGM and margin improvement activity leading to modest
increases in gross margin. Childs Farm profitability also continued
to improve.
Statutory operating profit was £50.9 million. The increase from
operating profit of £0.7 million in FY24 relates primarily to a Sanctuary
Spa impairment write back of £16.5 million, compared to an impairment
charge of £24.4 million in the prior period. Costs associated with
transformation projects also reduced compared to FY24.
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PZ Cussons plcAnnual Report and Accounts 2025
12
ASIA PACIFIC
£m unless otherwise stated FY25 FY24 Growth/(decline)
Revenue 173.5 175.2 (1.0)%
LFL revenue growth (%) (0.1)%
1
(3.4)% n/a
Adjusted operating profit 25.2 28.0 (10.0)%
Margin (%) 14.5% 16.0% (150)bps
Operating profit 25.1 27.0 (7.0)%
Margin (%) 14.5% 15.4% (90)bps
1 To aid comparability, APAC FY25 like for like revenue growth excludes £2.0 million of revenue to
a European distributor which was recorded in APAC revenue.
LFL revenue decline of 0.1% was driven by price/mix decline of 1.9%
and volume growth of 1.8%. This was offset by the depreciation in the
Indonesian Rupiah and Australian Dollar resulting in a 1.0% decline in
reported revenue.
Indonesia revenue grew strongly, with all major Cussons Baby segments
driving volume-led growth. Market share declined slightly reflecting
ongoing competition in the market, but the brand retained its leading
position in most of the sub-categories in which it plays.
In ANZ, revenue declined slightly despite good market share growth
across all three of our major brands. Morning Fresh revenue declined
reflecting a reduction in the underlying category. Our laundry brand
Radiant delivered modest revenue growth, continuing to gain market
share with improved overall price/mix as a result of its capsules product
innovation. Rafferty’s Garden revenue declined but out-performed the
category which saw mid-single-digits decline.
Adjusted operating profit reduced by £2.8 million with a margin decline
of 150bps. Our Indonesia and ANZ businesses both grew profitability,
with improvements in gross margin and overheads. However, this was
offset by a reduction in profitability in a number of our smaller Asian
markets reflecting increased sea freight and input costs, as well as lower
profits in our business supplying soap noodles to third parties reflecting
favourable input cost movements in the prior year. On a statutory basis,
margin declined by 90bps, reflecting the non-recurrence of certain
adjusting items related to simplification and transformation projects.
AFRICA
£m unless otherwise stated FY25 FY24 Growth/(decline)
Revenue 140.9 151.7 (7.1)%
LFL revenue growth (%) 34.9% 26.5% n/a
Adjusted operating profit 23.4 30.3 (22.8)%
Margin (%) 16.6% 20.0% (340)bps
Operating profit/(loss) 18.9 (50.7) n.m.
Margin (%) 13.4% (33.4)% n.m.
Adjusting operating profit
ex. share of results of joint
venture 16.3 19.6 (16.8)%
Margin % 11.6% 12.9% (130)bps
On a statutory basis, revenue declined by 7.1% due to the 38%
depreciation in the Naira compared to FY24. This depreciation largely
reflects the full-year effect of the currency movements during FY24 as
the currency has been more stable during FY25. LFL revenue growth of
34.9% was pricing-driven and reflects nearly 20 rounds of price increases
over the last year, necessitated by Nigerian inflation remaining elevated
at over 30% for much of the year. While volumes declined 12% following
the pricing action taken, this was mitigated by further route-to-market
improvements, with 200,000 stores now reached compared to 151,000
at the end of FY24 and 95,000 at the end of FY23. Our ‘Perfect Store’
program focused on delivering a superior shopping experience to
consumers has grown from 5,000 stores in FY24 to 10,000 stores in FY25
further mitigating volume decline.
Each of our largest brands in Nigeria delivered double-digit, pricing-led,
revenue growth, with Stella – a long-lasting moisturising jelly and now
our largest brand in Nigeria – particularly strong due to the continued
focus on extending typical purchase period beyond the dry season,
known as Harmattan season, which occurs between November and
January. Despite the significant price increases, we have held our market
share position in most categories. Gross margins improved across each
of our brands, reflecting continued price increases and the impact of our
efforts to drive favourable product mix within brands.
Elsewhere, Kenya delivered good, volume-led growth driven by strong
Modern Trade performance while Ghana saw strong double-digit LFL
revenue growth with improvements in both pricing and volumes.
Revenue in our Electricals business grew 33.2% on a LFL basis,
contributing revenue of £47.0 million. Gross margins improved as
we were able to take price increases in a sustainable manner to
offset cost inflation.
The PZ Wilmar joint venture contributed £7.1 million to adjusted
operating profit – a decline from £10.7 million in FY24 reflecting
the depreciation of the Naira.
Adjusted operating profit margin declined by 340bps. This was driven
by a reduction in contribution from the PZ Wilmar joint venture, as well
as the inclusion in FY24 of a £8.9 million credit from some intra-group
debt forgiveness. Excluding these two items, adjusted operating profit
increased by £5.6 million and the margin increased by 450bps.
On a statutory basis, operating profit was £18.9 million. This compared
to a loss of £50.7 million in FY24 which was driven by the increased
value of trade and loan liabilities denominated in US Dollars following
the devaluation of the Naira. The greater stability in the currency
throughout FY25, combined with actions to reduce intra-group and
third-party liabilities denominated in non-local currency has meant
that FX revaluation has had a significantly lower impact on our African
performance compared to FY24.
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13
CENTRAL
£m unless otherwise stated FY25 FY24 Growth/(decline)
Adjusted operating loss (30.5) (32.6) (6.4)%
Operating loss (74.3) (60.7) 22.4%
Central costs declined by £2.1 million to £30.5 million. FY24 however
included a £8.9 million one-off charge related to debt forgiveness in
our Africa business. Adjusting for this, central costs increased by £6.8
million, the majority of which relate to a number of costs attributable
to business units being recorded centrally. On a statutory basis, central
costs increased, primarily due to the impairment charge of £35.3 million
relating to the Beauty group of CGU’s goodwill offset by the non-
recurrence of the FX loss in FY24 associated with the Naira devaluation.
OTHER FINANCIAL ITEMS
ADJUSTED OPERATING PROFIT
Adjusted operating profit for the Group was £54.9 million, a decrease of
£3.4 million from £58.3 million in the prior period. Adjusted operating
profit margin decreased by 30bps to 10.7% but grew 30bps excluding
the contribution from the PZ Wilmar joint venture which was equity-
accounted until it was classified as an asset held for sale at 31 May 2025.
A reduction in depreciation and amortisation charge was driven partly
by an extension of the useful economic life of the Group’s SAP software.
ADJUSTING ITEMS
Adjusting items in the year totalled a net expense of £34.6 million
before tax. This comprised primarily a £18.8 million net impairment
charge and £8.7 million costs associated with our ongoing
transformation programme.
After accounting for adjusting items, the Group’s statutory operating
profit was £20.6 million compared to a statutory operating loss of
£83.7 million in the prior year. The devaluation of the Nigerian Naira
had a significant impact on our financial results in the prior year with
the Group reporting a foreign exchange loss of £107.5 million.
NET FINANCE EXPENSE
Adjusted net finance costs in the period were £13.8 million compared
to a charge of £13.4 million in the prior period with a reduction in both
finance income and finance expense as cash previously held in Nigeria
was repatriated and used to pay down gross borrowings in the UK.
TAXATION
The tax charge in the period was £11.7 million. This compares to a credit
of £24.1 million in FY24 which reflected the material impact of statutory
FX losses suffered in Nigeria during FY24. The effective tax rate (ETR) on
adjusted profit before tax increased to 21.9% from 14.5% in FY24 due
primarily to the impact of FX losses and associated deferred tax assets
impacting FY24.
EARNINGS PER SHARE
Adjusted basic earnings per share was 7.34p compared to 8.02p in the
prior year. The statutory loss for the year was £5.2 million, compared
to a loss of £71.8 million in the prior year. Basic loss per share on a
statutory basis was 1.38p compared to basic loss per share of 13.60p
in the prior year.
BALANCE SHEET AND CASH FLOW
Net debt as at 31 May 2025 was £112.0 million compared to £115.3
million at 31 May 2024. The Group continues to have no excess cash
held in Naira following the repatriation of cash to the UK during FY24.
£m unless otherwise stated FY25 FY24
Total cash 45.1 51.3
Of which Naira 13.1 17.2
Gross debt 157.1 166.6
Net debt 112.0 115.3
Balance sheet rates (NGN/GBP): 2,136 1,893
Total free cash flow was £42.3 million compared to £41.6 million in the
prior period. The increase reflects primarily an improvement in working
capital movements offset by lower adjusted EBITDA.
£m unless otherwise stated FY25 FY24
Adjusted EBITDA 66.5 75.9
Cash flow impact of adjusting items
1
(14.0) (12.1)
Working capital movement
1
2.3 (9.4)
Capital expenditure (6.9) (6.1)
Share of results of joint venture (7.1) (10.7)
Other 1.5 4.0
Free cash flow 42.3 41.6
1 In FY24, the foreign exchange losses £104.1 million in adjusting items have been netted against
the working capital movement line item for improved comparison to FY25.
Net assets decreased to £213.5 million compared to £235.2 million at
31 May 2024 primarily due to the impairment charge of £35.3 million
relating to the goodwill of the Beauty group of cash generating
units (CGUs).
The Group has a £325.0 million committed credit facility which is
available for general corporate purposes. The credit facility incorporates
both a term loan, of up to £125.0 million, with the balance as a revolving
credit facility (RCF) structure. Entered into in November 2022, the term
loan is a two-year facility and the RCF a four-year facility, with both
facilities retaining two, one-year extension options. The first option for
both RCF and term loan was executed in October 2023 and the second
term loan extension was executed in March 2025 reducing to £70.0
million from 8 November 2026. As at 31 May 2025, the headroom on
the committed facility was £167.5 million compared to £164.0 million
at 31 May 2024.
Financial Review continued
STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
PZ Cussons plcAnnual Report and Accounts 2025
14
FOREIGN EXCHANGE
The general appreciation of Sterling against our other currencies,
and in particularly the devaluation of the Nigerian Naira, resulted
in a £55.0 million reduction to FY24 revenue as set out below.
% of FY25
revenue
Average FX rates
% change
Revenue
impact
(£m)FY25 FY24
GBP 35% 1.00 1.00 – –
NGN (Nigeria) 21% 2,015 1,257 (38)% (47.4)
AUD (Australia) 16% 1.99 1.92 (4)% (3.1)
IDR (Indonesia) 13% 20,742 19,550 (6)% (3.7)
USD (USA) 3% 1.29 1.26 (2)% (0.5)
Other 12% – – (0.3)
Total
1
100% – – (55.0)
1 Table shows the impact of translating FY24 revenue at FY25 foreign exchange rates.
The rates of the Nigerian Naira used in recent reporting periods are
summarised below.
NGN/GBP FY23 FY24 FY25
Rate used for P&L 536 1,257 2,015
Rate used for balance sheet 577 1,893 2,136
Sarah Pollard
Chief Financial Officer
16 September 2025
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PZ Cussons plcAnnual Report and Accounts 2025
15
People and Culture
In a challenging year for the business, we remained firmly committed
to delivering results and enhancing employee engagement, recognising
that our people are integral to our future success.
Our approach was guided by the four pillars of our Global People
Strategy: ‘Best People; Agile, Future-Fit Organisation and Capabilities;
Pioneering Leadership and High-Performance Culture; and the Brilliant
Basics’, along with our clear principle: ‘Change is most effective when
there is clarity, transparency and agility’. Our People team implemented
strong change management plans and training, which prioritised open
communication, leadership visibility and employee wellbeing.
Key initiatives included:
• Talent management: We developed a new ‘Talent Philosophy’,
developed and sponsored by our Executive Committee. This is
a strategic approach to attract, develop, retain and manage the
performance of our people, ensuring that they have the skills and
capabilities to meet our current and future business needs. It includes
developing succession plans to mitigate risk for critical roles, and
development plans for top talent.
• Transparent communication: Quarterly global Town Halls and regular
local meetings from senior leadership, interactive Q&A sessions and
dedicated change briefings, ensured employees remained informed
and involved. We also sponsored employee-led events and initiatives
in line with our annual calendar and marketing plans.
• Leadership and culture: Senior leaders were briefed regularly
and provided with training to support their teams through change
with empathy and clarity. We also prioritised embedding our new
‘leadership framework’ into key people processes to ensure a
consistent leadership style at PZ Cussons, including our approach to
recruitment and selection.
• Wellbeing and support: We maintained our Hybrid Working Policy
and expanded our wellbeing offering, tailored to our priority markets,
ranging from wellbeing and mental health talks and resilience-building
programmes to supporting colleagues in local markets with tailored
reward initiatives.
• Recognition and inclusion: In line with our Diversity, Equity and
Inclusion strategy, we celebrated and recognised contributions across
all levels of our organisation, reinforcing a culture of appreciation
and belonging. We used our 2025 global engagement survey to
understand the engagement levels of diverse groups and participants
were asked to anonymously share their gender, ethnicity and
highest educational achievement. We also focused on our pillar
of ‘Accelerating Women into Leadership’. Female representation
increased from 28% in FY24, to 29% in FY25, and women in senior
management roles increased from 43% to 48% in the same period.
We launched a global ‘EmpowHER’ Women’s Network supported by
activities across all markets, and hosted a global event on International
Women’s Day, with a keynote speech from the Chair and brand
presentations from our talented female marketing leaders. At PZ Cussons,
we are committed to having a diverse Board and Executive Committee
that reflects our workforce and consumers in our business locations.
We support the Parker Review’s mission to enhance ethnic diversity
within UK boardrooms and business. Our Board composition exceeds
the targets set out in the Parker Review by having three Directors from a
minority ethnic background. The Parker Review has updated its focus to
concentrate on senior management within the UK, rather than adopting
a global perspective. PZ Cussons set an ethnic minority target of 18% for
senior management in the UK by end December 2027. As submitted to
the Parker Review in December 2024, 17% of UK senior management
reported as being from a minority ethnic background.
OUR VALUES
Our BEST values were defined by our people, for our people and we have
embedded these into our processes and communications, ensuring that
everyone is familiar with them and understands our ways of working.
FEARLESS, PIONEERING AND
PASSIONATE, OPEN AND HONEST,
TRUE TO OURSELVES AND PROUD
OFWHO WE ARE
RAISING THE BAR, PUSHING
PERFORMANCE, AIMING HIGH AND
ACHIEVING MORE
DYNAMIC AND PROACTIVE, CAPABLE
AND FLEXIBLE, EMBRACING CHANGE
AND MOVING FAST INTO THE FUTURE
ONE FAMILY, MANY VOICES;
SUPPORTED, INCLUDED, RESPECTFUL,
EMPOWERED, AND WITH JOY IN WHAT
WE DO
BOLD
AS INDIVIDUALS WE ARE
AS A BUSINESS WE ARE
IN OUR TEAMS WE ARE
OUR SHARED CULTURE BRINGS US
STRIVING
ENERGETIC
TOGETHER
ENHANCING EMPLOYEE
ENGAGEMENT DURING
ORGANISATIONAL CHANGE.
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PZ Cussons plcAnnual Report and Accounts 2025
16
GLOBAL ENGAGEMENT SURVEY2025
We are pleased to have enhanced our overall employee engagement
score at 74 (2024: 73) compared to an industry benchmark of 71,
while we continued to navigate the challenges of our external
environment and changes to our organisation. Participation rate was
outstanding at 97% following a sustained effort across PZ Cussons to
ensure that everyone had the opportunity to tell us what is working
and where we can improve. This included kiosks for colleagues
working in factories and providing appropriate translation.
Employees responded favourably to important ‘engagement driver’
questions around pride in working for PZ Cussons and recommending
us as a great place to work. 88% of our colleagues are proud to work
for PZ Cussons – an increase of 2% versus the last survey, and 86% of
our people would recommend PZ Cussons as a great place to work
– an increase of 1% versus the last survey. Encouragingly, and in line
with our work to raise the bar on performance, other high-scoring
questions with a significant increase compared to last year, confirmed
that employees are clear on their roles and responsibilities and
understand how their work contributes to the goals of PZ Cussons.
There remains a high awareness of our BEST values, which will be
important as we continue to evolve our culture. We also saw a
big improvement in employees feeling appropriately involved in
decisions that affect their work and in their ability to voice opinions
and to be heard.
Our Executive Committee discussed our survey results and identified
action areas that will be progressed in the next year. These include
creating clarity and excitement about the future strategic direction
of PZ Cussons and continuing to develop our work on leadership and
employee reward and localised benefits.
All of this will be strengthened as we begin collecting sentiment
through more regular pulse surveys, alongside the annual employee
engagement survey, enabling us to respond in real time to what our
people tell us they need as we pursue growth.
Survey run by Culture Amp. Benchmark Consumer Goods and Services, January 2025.
I am proud to work for
PZ Cussons
88%
(2024: 86%)
I would recommend PZ Cussons
as a great place to work
86%
(2024: 85%)
BOARD ENGAGEMENT WITH PZ CUSSONS COLLEAGUES
Designated Non-Executive Director for employee
engagement: Kirsty Bashforth
Employee voice remains an important input to the PZ Cussons Board.
Non-Executive Director Kirsty Bashforth has continued her close
engagement with the business in FY25.
Notable examples during the year included attending internal
strategy discussions and quarterly business reviews, Town Halls and
Women’s Network events, individual conversations with key leaders,
observing People Leadership Team meetings and change training.
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17
People and Culture continued
LEADING AT
PZ CUSSONS.
This year we have continued to strengthen and invest in our leadership approach through a combination of internal career development and
progression based on robust succession plans, and targeted external recruitment to invest in specific capabilities for the future.
KAREEM MOUSTAFA
General Counsel and Company Secretary
(ExecutiveCommittee)
Navigating complexities and shaping a sustainable future
Kareem joined PZ Cussons five years ago in 2020, first as Deputy
Company Secretary and more recently as Corporate Counsel. He was
promoted to General Counsel and Company Secretary, and appointed as
a member of the Executive Committee in August 2024. In his earlier roles
at PZ Cussons he oversaw the onboarding of new executive management
and Directors, partnered with HR to bring in new employee share plans
and refreshed the Group’s debt facility, including new sustainability
KPIs, supporting the treasury and finance teams.
As General Counsel and Company Secretary he manages the Legal,
Governance and Compliance team which looks after PZ Cussons’ legal
risk management, ethics and compliance, company secretarial and
insurance portfolio.
Before joining PZ Cussons, Kareem worked at Tullow Oil plc, a listed
oil and gas company with assets in Africa, the UK and South America,
in various legal and company secretarial roles. He trained at the
British law firm Freshfields LLP, where he gained experience in M&A
and capital markets for a number of FTSE 100 and global companies.
He enjoys the diverse and collaborative culture of PZ Cussons, saying:
“I love being exposed to new and different challenges every day, and
working with great people to deliver good outcomes for our consumers
and the business. I’m proud to have helped PZ Cussons on our
transformational journey and grateful to have been supported and
recognised by so many in the Company along the way.”
SAMANTHA HUNT
Sales Director (ANZ)
Driven by her commitment to create impact
Sam combines a strong finance background with superior sales
expertise, following a 26-year career in consumer goods. Having
started her career as a Chartered Accountant, she worked in a series
of commercial finance roles while developing strong expertise in
Revenue Growth Management. Sam joined PZ Cussons in January
2022 and has recently been promoted to Sales Director for our ANZ
business, leading sales strategy and a team seeking accelerated
commercial growth.
Sam is passionate about building strong customer partnerships and
emphasises the importance of being open to learning at every stage
of your career. She has enjoyed working across a range of brands
and customers and is a strong and vocal advocate for our global
EmpowHER Women’s Network and employee wellbeing initiatives.
Colleagues talk about Sam’s strength at ‘leaning in’ to problem-solving
and helping others to find solutions together. She says: “I am driven
by my commitment to create impact in a business, and to share
accountability for driving success at PZ Cussons, now and in future.”
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FARIDA ENDRIYATI
Head of Customer Marketing and Trade Promotion
Management (Indonesia)
A career shaped by curiosity and accountability
Farida is a long-standing and respected leader at PZ Cussons. She
joined us in 2002 and has steadily progressed and gained expertise
in several specialisms, ranging from supply chain and new product
development project leader to commercial functions. In her current
dual role as Head of Customer Marketing and Head of Trade
Promotion Management, she leads cross-channel planning and
execution, manages trade expenditure, and collaborates with sales
and marketing teams to measure impact. Her operational roots,
spanning procurement, planning and project delivery, have given
her an important ‘commercial edge’, and the ability to lead others
to succeed.
A chemist by training, Farida later pursued additional education
in business and marketing to bridge her technical background
with her commercial responsibilities. She is driven by a desire to
keep learning; a mindset that has enabled her to move seamlessly
between functions and grow her career. “I always believe in learning
something new,” she says. “Every time I move into a new role, I
commit to adapting quickly and contributing meaningfully.”
A proud mother of two children, her journey is an inspiring example
for many women in our Asia business – showing that it is possible
to lead with purpose, both at work and at home. Farida is also
a passionate advocate for our PZ Cussons culture empowering
colleagues to keep learning and striving for their fullest potential.
SHARON GOODALL
R&D Director (Global)
Innovation making an impact on everyday lives
Sharon joined PZ Cussons in November 2024 and brings 20 years of
experience in defining, developing, and launching consumer products
in multi-regional lifestyle, health and wellness, and skincare categories.
Her team partners with Marketing and our business units to grow
our brands sustainably with new products, packaging and claims
that delight our consumers and shoppers. Under her leadership
we are evolving our investments into category and brand plans, to
ensure we have a balance between renovating our current portfolio,
and innovation that can unlock growth for our brands in the mid to
long term. Innovation is at the heart of our strategic planning, and
Sharon’s arrival is another step in our brand-building strategy. Sharon
says, “Driving innovation means that our brands will make a real
impact on people’s everyday lives, and all the incremental wins really
matter. The work is never easy, given our ever-changing shopper
environments online and offline, but bringing meaningful innovation
to life is extremely rewarding for consumers and for teams across
our business.”
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Sustainability
INTRODUCTION TO ENVIRONMENTAL AND SOCIAL
IMPACT AT PZ CUSSONS
We recognise our impact on the planet and society and are committed
to addressing it by working alongside our suppliers, customers and
communities to drive positive change. Guided by our purpose: For
Everyone, For Life, For Good, we consider the needs of multiple
stakeholders when making decisions as a business.
The environmental and social impact framework, known as ‘Better for
All’, is designed to align with our purpose. The sustainability strategy
aims to help all employees understand how they can contribute to
meeting our targets. The framework is further supported by established
KPIs. A group-wide materiality assessment identified and validated the
key areas of focus within the framework.
THE UNITED NATIONS SUSTAINABLE DEVELOPMENT
GOALS AND GLOBAL COMPACT
We remain committed to the United Nations Sustainable Development
Goals (SDGs) and the Ten Principles of the UN Global Compact
(UNGC), which continue to serve as guiding frameworks for our
sustainability strategy. As active participants in the UNGC, we align
our business practices with global principles on human rights, labour,
the environment and anti-corruption.
Throughout FY25, we deepened our engagement by participating in
cross-sector forums within the UNGC UK Network. These engagements
not only reinforced our strategic alignment with the SDGs and UNGC
principles but also provided valuable learning opportunities for our
employees. The insights gained are being integrated into our operations,
helping us drive meaningful progress across our sustainability priorities.
GOVERNANCE
The Board provides oversight of our sustainability strategy through the
Environmental and Social Impact (ES) Committee. This sub-committee
reviews and monitors the Company’s strategy, policies, performance
metrics and disclosures related to environmental and social impact.
The Executive Committee is responsible for developing the sustainability
strategy and making operational and investment decisions to support
its delivery. The Executive Committee works in close alignment with
the ES Committee, which approves the strategic direction and ensures
accountability at the Board level.
Reporting to the Executive Committee, the Sustainability Steering
Group plays a key role in reviewing plans and tracking progress against
our corporate sustainability KPIs. It ensures effective execution of our
environmental and social strategy across the Group and individual
markets, while also overseeing internal and external communications
on sustainability.
To support delivery at the operational level, we have established
functional and regional workstreams led by the Group Sustainability
Team. These workstreams are responsible for developing and
implementing business unit and function-specific initiatives.
The Group Sustainability Team reports to the Global Head of R&D and,
ultimately, to the Chief Growth and Marketing Officer. This structure
is designed to embed sustainability more deeply within our business
strategy, enhance brand value, and drive operational efficiencies.
For more details, visit our website:
www.pzcussons.com/sustainability
Decision and
monitoring
Board Environmental and Social Impact Committee – Oversight of Company strategy,
policies, performance measures and disclosures.
Group Sustainability Team
Functional workstreams – Development
and management of plans to achieve corporate
goals from a Group function perspective.
Regional workstream – Full P&L accountability.
Aligns delivery of environmental and social projects
on a regional level to business context.
Executive Committee – Strategy development and accountable
for operational and investment decisions.
Sustainability Steering Group – Assure implementation plans are in place to deliver
corporate goals and oversight of internal and external communication efforts.
Decision,
collaboration
and monitoring
Delivery
PZ CUSSONS IS COMMITTED
TOSHAPING POSITIVE CHANGE.
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FOR EVERYONE
OUR IMPACTS ON PEOPLE OUR ENVIRONMENTAL IMPACTS
FOR LIFE
OUR BEHAVIOURS AS A BUSINESS
FOR GOOD
FOR EVERYONE.
We are committed to providing
high-quality and safe products
to our consumers and customers,
considering quality and consumer
safety as a fundamental
business priority.
ALIGNING TO THE SDGS
All our manufacturing sites are accredited to ISO 9001 for quality.
We use the principles established in ISO 10377, the standard for
consumer product safety to assess and improve our performance.
Our ambition is to inspire responsible consumption of our products
and disposal of our packaging by adapting our pack communication
so consumers can make informed choices.
COMMUNITIES
We want to create positive social change in the communities where
we operate. Our Code of Ethical Conduct requires that our charitable
donations are free from political affiliations or conflicts of interest. In
FY25, we continued to support the work led by our business units on
the ground, across our different operating geographies. Each business
unit engages with and supports strategic charity partners aligned with
our global business strategy. We call this approach ‘building locally
loved charity partnerships’: ensuring our efforts remain relevant to
our employees, resonate with the communities we serve and connect
meaningfully with the brands we sell.
HEALTH AND SAFETY
All our manufacturing sites continue to hold ISO 45001 certification,
demonstrating our ongoing commitment to the highest standards of
occupational health and safety.
In FY25, we have placed particular emphasis on strengthening our safety
culture, with a clear focus on behavioural safety and the robust reporting
and close-out of leading indicators.
Over the year, we achieved a 33% reduction in recorded injuries and
a 27% decrease in the total number of health and safety incidents
compared with the previous year.
Unfortunately, four lost time incidents (LTIs) did occur across our
operations. Each incident was fully investigated by our Health & Safety
managers, and appropriate actions were promptly put in place to
prevent recurrence. The lessons learned have been shared across all
sites to embed best practice and support continuous improvement.
We remain committed that these actions will help us foster a working
environment where a zero-LTI mindset is truly embedded.
FY24 FY25
Change vs
prior year
Fatalities 0 0 0
LTI
1
/Yr. 2 4 +2
LTIFR
2
0.04 0.07 +0.03
AAIFR
3
0.81
4
0.79 (0.02)
1 LTI defined as Lost Time Incidents. LTI refers to an incident sustained at work that has resulted
in the loss of productive work time in the form of absenteeism. This applies when time is lost
starting from the next working day.
2 LTIFR defined as Lost Time Incident Frequency Rate.
3 AAIFR defined as All Accident Incident Frequency Rate.
4 This figure was re-stated from FY24 (from 0.82 to 0.81).
For more details, visit our website:
www.pzcussons.com/sustainability/for-everyone
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Sustainability continued
FOR LIFE.
We address all our environmental
impacts through the lens of
our purpose.
ALIGNING TO THE SDGS
We are committed to minimising our impact on the Earth and oceans.
We do this by reducing our carbon emissions, considering our sourcing
decisions, and managing our packaging, waste and water use.
We measure, manage and report our performance in the areas we
believe are most important to the business and where we have the
most significant impact including:
• Plastic consumption and disposal
• Carbon emissions
• Landfill waste
• Water usage
• Sustainable sourcing of palm oil and paper.
All our operating sites comply with local regulations and our Group
standards. In addition to this, all our manufacturing sites are certified
to ISO 14001. We operate a continuous improvement programme
in our factories, which reduces our carbon emissions, water use and
landfill waste.
PLASTICS AND PACKAGING
The packaging agenda is high on our list of priorities. Reducing our
packaging footprint is as important as it is challenging.
In FY25, we continued to embed our plastic reduction ambition across
the business by cascading targets through our brand teams and aligning
with regional and country leadership. As part of this, we defined regional
plastic reduction targets that were presented and agreed with country
Managing Directors, establishing a commitment to annually review
brand trajectories and collectively identify the interventions required.
An example of this approach in action is the significant inclusion of
post-consumer recycled resin (PCR) in Morning Fresh packaging across
leading markets. This intervention not only supports brand relevance,
but also positively shifts the portfolio mix towards our Group virgin
plastic reduction target.
We are actively reviewing our entire packaging portfolio for the UK in
advance of eco-modulation fees to minimise our non-recyclable impact.
Our global paper target supports our business strategy and reflects our
commitment to more sustainable practices. We aim to increase the
use of certified or recycled paper, sourcing materials from responsibly
managed forests, certified to standards such as FSC, PEFC, or equivalent.
This approach not only makes the most of precious forest resources, but
also reduces the pressure to harvest more trees.
FY25 current
reporting year
FY24 previous
reporting year
Reduce virgin plastic
intensity in our
packaging by one third
by 2030 from a 2021
baseline
(12.5)% compared
to baseline
(9.2)% compared
to baseline
Ensure 100%
recyclable, reusable or
compostable packaging
by 2030
86.1% 85.6%
Use 100% certified or
recycled paper by 2025
96%
1
97%
1
1 The data covers over 95% (by tonnage) of our manufactured and third-party sourced consumer
goods. Certification and recycled content are based on supplier documentation and have not
been independently verified or physically reviewed.
REDUCING CARBON EMISSIONS
Reducing carbon emissions remains a priority for our business, and
in FY25 we achieved significant progress across several fronts of our
climate programme.
We maintained our full climate disclosure to the Carbon Disclosure
Project (CDP) and were proud to receive an A- score against the climate
questionnaire in the 2024 assessment, placing PZ Cussons in the
Leadership category and demonstrating the strength and intent behind
our climate-related initiatives.
We have exceeded our original Scope 1 and 2 reduction target of
42%, well ahead of the 2030 deadline, and achieved carbon neutrality
across our operation, including in Africa, in line with our 2025 target.
These milestones reflect the effectiveness of our strategy, including
continued energy efficiency improvements, the transition to renewable
electricity and the offsetting of residual emissions through the purchase
of Gold Standard voluntary carbon credits, supporting projects in Africa
and Indonesia.
In FY25, the Group’s market-based carbon footprint for Scopes 1 and 2
decreased by 68.7% compared to our baseline, and energy consumption
was reduced by 51% versus FY21.
Carbon reductions have been achieved and maintained through
structural improvements, including outsourcing power generation at our
Nigerian factory, securing a long-term gas supply contract at Aba and
implementing energy efficiency initiatives across our operations.
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Our near-term Scope 1 and 2 reduction targets and long-term Scope 3
commitments are aligned with science-based methodologies. Emissions
are calculated using the UK Government GHG Conversion Factors for
Company Reporting and IEA factors for overseas electricity, and are
independently assured – Scopes 1 and 2 by Verco
1
and Scope 3 by EcoAct
2
.
While we have delivered beyond expectations this year, our work does
not stop here. We will continue to explore new reduction opportunities
across our operations, as all further progress contributes directly to our
long-term ambition of reaching net zero by 2045.
Target
FY25 current
reporting year
FY24 previous
reporting year
Achieve carbon neutrality in our
operations by 2025
100% of our
emissions
26% of our
emissions
Achieve a 42% reduction
in Scopes 1 and 2 carbon
emissions (aligned with science-
based targets) by 2030
(68.7)%
compared to
baseline
(42.3)% compared to
baseline
3
Achieve net zero emissions
across Scopes 1, 2 and 3
(31.1)%
compared
to baseline
4
(11.7)% compared to
baseline
5
1 Verco provide limited assurance, following the ISO 14064-3:2019 GHG – Part 3. Boundary: PZ
Cussons and all subsidiaries worldwide on an operational control basis. Verification report is
available on our website.
2 EcoAct provided a limited level of verification aligned with the ISO 14064-3:2019 standard with
specification and guidance for the verification and validation of greenhouse gas statements.
The organisational boundary of PZ Cussons was established as to include operation sites. EcoAct
used the operational control approach, which is where the business has full operational control.
Verification report is available on our website.
3 This figure was re-stated from FY24 (from (43.8)% to (42.3)%).
4 Calculating and verifying Scope 3 data is a complex and time-consuming exercise. The figures
presented for FY25 current reporting year are from the latest available data which for Scope 3
is the FY24 inventory and for Scopes 1 and 2 is the FY25 inventory. Both are verified by
third-party experts.
5 The figures presented for FY24 previous reporting year are from FY23 for Scope 3 and from
FY24 for Scopes 1 and 2. Both are verified by third-party experts.
WASTE
In FY25, we reduced our absolute amount of overall waste to landfill
by 88% compared to a FY21 baseline, with our UK operations
maintaining its zero waste to landfill achievement. We are progressing
towards our target of zero waste to landfill by 2030 in markets with
appropriate infrastructure, while in Africa such infrastructure does
not currently exist. We aim to reduce the amount of solid waste sent
to landfill year-on-year, and all our factories and locations have waste
reduction programmes in place, achieving a 61% reduction in FY25
versus the previous year. We study and map our landfill waste to
identify improvement actions, which we implement via our continuous
improvement programme.
Target
FY25 current
reporting year
FY24 previous
reporting year
FY21
baseline year
By 2030, we aim to send
zero waste to landfill in
those countries where
appropriate infrastructure
exists
(88)%
compared
to baseline
(69)%
compared to
baseline
141 tonnes
WATER
Reducing the amount of water we use is essential, and we have a
continuous improvement programme to ensure we use it efficiently. In
FY25, we reduced our water consumption per tonne of finished product
by 29% compared to a FY21 baseline. Our absolute operational water
1
consumption was reduced by 41% compared to a FY21 baseline and 17%
reduction versus last year. In FY25, we made a full submission to the CDP
Water Security questionnaire, with our scores now publicly available. We
remain committed to continued annual disclosure.
Target
FY25 current
reporting year
FY24 previous
reporting year
FY21 baseline
year
Reduce water intensity by
30% from 2021 baseline
by 2030
2
(29)%
compared to
baseline
(16)%
compared to
baseline
5.64m
3
/t of
production
1 Operational water is defined as the total water used net of water in our finished products.
2 Water intensity is defined as the operational water use, per tonne of production.
BIODIVERSITY
We purchase and source raw materials that, in some cases, impact
biodiversity and forests. Our most significant purchases are paper-based
materials and palm oil. We have been disclosing data on the impacts of
those commodities yearly to CDP.
Targets
Continue to use 100% responsible palm oil in our products aligned to
NDPE (no deforestation, peat or exploitation) principles
100% of our paper will be certified or recycled by 2025
Our progress in palm
99% of palm oil comes
from suppliers with
NDPE commitments
aligned with ours
97% of the palm oil
we use is traceable
to mill
59% of the palm oil
we use is traceable to
plantation
47% independently
verified deforestation
and conversion free
palm oil supply
Our palm progress is annually disclosed on our website via the Palm
Progress Report. Numbers are verified by Earthworm Foundation
and Starling.
Our paper progress is disclosed on page 22 of this report.
For more details, visit our website:
www.pzcussons.com/sustainability/for-life
www.pzcussons.com/sustainability/policies-and-disclosures/
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Sustainability continued
EMISSIONS TABLES
Greenhouse gas emissions and energy consumption*:
FY25 current reporting year FY24 FY21 baseline year
UK Global Total UK Global Total UK Global Total
Energy consumption used to calculate emissions (MWh) 5,910 74,700 80,610 6,361 112,883 119,244 6,209 158,214 164,423
Scope 1
1
Emissions from activities for which the Company owns
or controls, including combustion fuel and operation
of facilities (Scope 1) (tCO
2
e) 451 11,672 12,123 507 20,238 20,745 785 30,637 31,422
Scope 2
1
Emissions from purchase of electricity, heat, steam
and cooling, purchased for own use
(Scope 2 location-based) (tCO
2
e) 713 6,674 7,387 741 6,396 7,137 833 7, 81 5 8,648
Emissions from purchase of electricity, heat, steam
and cooling, purchased for own use
(Scope 2 market-based) (tCO
2
e) 0 159 159 0 1,903 1,903 0 7,815 7, 815
Total Scopes 1 and 2
1
Total gross Scope 1 and 2 location-based emissions (tCO
2
e) 1,164 18,346 19,510 1,248 26,634 27,882 1,618 38,451 40,069
Total gross Scope 1 and Scope 2 market-based
emissions (tCO
2
e) 451 11,830 12,281 507 22,141 22,648 785 38,451 39,236
Intensity ratio tCO
2
e (Scope 1 and 2 market-based)
/£100,000 revenue 0.25 3.57 2.30 0.25 6.78 4.29 0.18 21.55 6.50
Total Out of Scope Emissions (tCO
2
e)
5
0 2,652 2,652 0 2,028 2,028 0 2,159 2,159
Scope 3
2,3
Cat 1 Purchased goods and services 449,257 504,712 521,474
Cat 2 Capital goods 537 373 312
Cat 3 Fuel and energy related activities 5,707 7,952 6,315
Cat 4 Upstream transport and distribution 62,102 89,055 155,957
Cat 5 Waste generated in operations 1,572 1,802 1,950
Cat 6 Business travel 1,782 1,200 227
Cat 7 Employee commuting 1,729 1,872 2,268
Cat 8 Leased assets 1,260 545 608
Cat 9 Downstream transport and distribution 22,693 30,404 48,390
Cat 10 Processing of sold products n/a n/a n/a
Cat 11 Use of sold products 4,122,035 5,616,201 6,364,955
Cat 12 End-of-life treatment of sold products 51,365 64,533 69,634
Cat 13 Downstream leased assets n/a n/a n/a
Cat 14 Franchises n/a n/a n/a
Cat 15 Investments
4
552,800 432,568 463,188
* All emissions have been calculated following the Greenhouse Gas Protocol Corporate Standard. Scope 1 and 2 emissions have been calculated using primary data, UK Government conversion factors
for company reporting and the International Energy Agency emission factors. Scope 3 emissions have been calculated using a mix of primary and secondary data alongside industry emission factor and
benchmarks.
1 Information assured and verified by Verco Advisory Services Limited.
2 Information assured and verified by EcoAct.
3 Calculating and verifying Scope 3 data is a complex and time-consuming exercise. The figures presented for FY25 current reporting year are from the latest available data which for Scope 3 is the FY24
inventory. For FY24 disclosure this is the FY23 Scope 3 inventory. Both are verified by third-party experts.
4 Category 15 Investments include emissions associated with the PZ Wilmar joint venture.
5 Out of scope emissions relate to the biogenic carbon associated with the use of biomass fuel.
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FOR GOOD.
We behave ethically as a business
through our decisions and our
corporate, environmental and social
impact governance processes.
We operate in an open, honest and fair business environment with
our suppliers, customers and business partners. Our ethical principles,
rooted in respect and integrity, guide our dealings with all stakeholders,
ensuring they feel valued and respected.
The policies and standards which govern our approach include:
• Code of Ethical Conduct
• Modern Slavery Statement
• Supplier Code of Conduct
Code of Ethical Conduct
The Code of Ethical Conduct (the COEC) sets out our statement of
ethical principles and the behaviours expected across the business. It
provides rules and guidance to ensure we comply with the UK Bribery
Act and equivalent legislation in other countries. The COEC applies to
all employees, contractors, Directors and senior management, joint
venture partners, suppliers, agents, consultants and advisers.
The COEC also sets out our position on animal testing, anti-slavery
and forced labour, supply chain due diligence, our responsibilities
towards our employees, the prevention of financial crime (including
zero tolerance of all forms of bribery and corruption and the
prohibition of payment of bribes, kickbacks and facilitation payments)
and the protection of whistle-blowers. The COEC is supported by a
number of other policies, detailed in the Audit and Risk Committee
Report on page 66 of this Annual Report and Accounts.
In FY25, we conducted our annual COEC confirmation survey which
was completed by all eligible employees. The confirmation sought
feedback on the level of embeddedness of our COEC and how well
it was understood across our business. The feedback showed a
strong understanding of the COEC and the procedures in place to
make whistle-blowing reports.
The new joiners process is working well, and with the use of
Workday and the Trace International learning management system
portal, all new joiners are tracked to ensure they have read the
COEC and completed the Anti-Bribery and Corruption training. The
Head of Ethics and Compliance and local compliance champions
conduct additional face-to-face training on the COEC in high-risk
markets. We also conduct face-to-face training for employees at
several factory sites, with over 530 employees attending.
Modern Slavery Statement and
Supplier Code of Conduct
Our Modern Slavery Statement sets out our commitment to
detecting and preventing all forms of slavery and human trafficking
in our supply chain. This commitment is underpinned by our Supplier
Code of Conduct (SCOC) and procurement policies, which ensure
that we do not engage, directly or indirectly, in such practices.
The SCOC aligns with the principles in our COEC, requiring suppliers
to uphold the same high standards we set for ourselves. This
includes compliance with all relevant laws and regulations wherever
we operate and a commitment not to test finished products or
ingredients on animals.
In line with our ethical sourcing objectives, PZ Cussons continuously
strengthens supplier due diligence and management. We screen all
vendors through our third-party risk framework and require them
to agree to our SCOC.
We have made consistent year-on-year progress in securing
commitments from our direct suppliers, with all new vendors
required to sign the SCOC as part of our onboarding process. This
process is supported by the Dow Jones platform, further enhancing
our due diligence and helping us achieve our goal of full SCOC
compliance across our direct supply base.
For more details, visit our website:
www.pzcussons.com/sustainability/policies-and-disclosures
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Task Force on Climate-related Financial Disclosures (TCFD)
We set out below, our climate-related disclosures which comply with
UKLR 6.6.6R by incorporating climate-related financial disclosures
consistent with the TCFD recommendations and recommended
disclosures, as well as the guidance for all sectors as set out in the
‘Annex’ published in October 2021.
Our TCFD reporting complies with all requirements except for Strategy
(b) disclosure. We anticipate becoming fully compliant in the coming
years when the expected regulation on climate transition plans for UK
listed issuers is introduced. The finalisation of our transition plan and
impact of climate-related risks and opportunities will then be further
embedded into our financial planning.
GOVERNANCE
Board oversight
PZ Cussons’ climate risk is ultimately governed and overseen by the
Board. The Board approves and oversees our sustainability strategy,
committing the Group to environmental, social and governance
performance and that we deliver against our goals. The Board is also
responsible for setting our risk appetite and monitoring the application
of our Risk Management Framework and methodology.
Three Board Committees are also closely involved in reviewing the
elements of sustainability that impact the key areas of our business:
• The Environmental and Social Impact (ES) Committee reviews and
approves the sustainability strategy, goals and implementation plans.
• The Audit and Risk Committee ensures oversight of the risk
management process. The Audit and Risk Committee assesses the
extent to which climate change and other ESG risks are likely to have
a material impact upon our financial statements.
• The Remuneration Committee ensures ongoing focus on key
environmental and social commitments through its approach to the
Remuneration Policy and related incentive schemes as detailed on
pages74 to 83 of this report.
See our ES governance infographic on page 20
The ES Committee meets at least twice a year and monitors progress
against the goals set out in the Group’s sustainability strategy.
Read more about the priorities of our ES Committee on page 72
Management’s roles and responsibilities
Our Chief Executive Officer is responsible for our Environmental and
Social Impact Policies and climate commitments. Key management-level
individuals, such as the Chief Growth and Marketing Officer (CGMO),
Chief Supply Chain Officer, Chief Financial Officer and Head of Risk, are
tasked with identifying and enacting climate-related changes within
the business. Sustainability management reports into the CGMO and is
responsible for presenting climate-related issues to the ES Committee
at least twice a year before annual reporting. We have established
a robust governance structure that operates top-down through the
ES Committee, as described on page 20. PZ Cussons has a dedicated
TCFD working group with representatives from the Sustainability, Risk
Management and Finance teams.
Sustainability strategy
We have identified climate change within the ‘Sustainability and
the Environment’ Principal Risk. To better understand the potential
impacts, we have conducted quantitative scenario analyses of physical
and transition risks over the short, medium and long term to test the
resilience of our business, under a range of future climate scenarios.
As an international consumer goods business with main markets in the
UK, Nigeria, Indonesia and Australia, our business is exposed to multiple
and varying geographical physical and transition risks. The nature of our
business means that we have offices and manufacturing facilities spread
globally, which further increases our relative exposure to physical
risks like extreme weather and transition risks, including changing
regulatory environments.
Scenario modelling
We have assessed potential impacts across two future scenarios
covering physical and transition risks and opportunities that may impact
our business in the future.
1) Net zero scenario: The low carbon revolution is an ambitious
scenario, that limits global warming to <2°C by 2100 through stringent
and immediately introduced, climate policies and innovation, reaching
net zero CO
2
emissions around 2050. It is linked to RCP2.6, which
involves more transition risks early on but manages to limit physical risks
to a minimum (NGFS Scenario: Net Zero 2050).
2) Current policies: Assumes that only currently implemented policies
are preserved. The world does not cut emissions, and climate change
accelerates, causing 2.5°C of warming by 2050 and >4°C by 2100,
bringing irreversible changes. It is linked to RCP8.5, and involves little
to no transition risks early on but results in irreversible and globally
disrupting physical risks (NGFS Scenario: Current Policies).
Transition risks were assessed by considering possible risks and
opportunities for the Group over the short, medium, and long
term resulting from economic, market and regulatory changes.
Financial modelling has been conducted for these transition risks
using available PZ Cussons data and assumptions, and external data
from sources including:
• International Energy Agency (IEA)
• Network for Greening the Financial System (NGFS)
• International Institute for Applied Systems Analysis preparing the
Shared Socio-economic Pathways (SSP)
• Intergovernmental Panel on Climate Change (IPCC)
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Physical risks were assessed by modelling the exposure of all PZ Cussons’
facilities across manufacturing, storage and distribution operations with
the assistance of a third-party provider, leveraging tools and models
developed for the insurance industry that integrate climate projections.
We also assessed the risk to selected key global suppliers of raw and
packaging materials and finished goods. Exposure was assessed for
a range of acute and chronic climate risks under two physical risk
scenarios; specifically RCP2.6 and RCP8.5. We will continue to analyse
the details of these physical risks and the organisation’s resilience, and
put mitigation plans in place.
We define low/medium/high relative impact based on the adjusted
operating profit financial impact thresholds from our Risk
Management Methodology:
Low risk
Insignificant to moderate financial impact:
<8% of adjusted operating profit
1
Medium risk
Major financial impact:
>8% and <12% of adjusted operating profit
1
High risk
Severe financial impact:
>12% of adjusted operating profit
1
1 Alternative performance measures are explained and reconciled to the most directly
comparable financial measure prepared in accordance with IFRS on pages 171 to 173.
Time horizons: We have assessed potential impacts across three time
horizons (short/medium/long term) according to our current targets,
commitments and useful asset lives. We have selected these horizons
in accordance with TCFD and their relevance to our business as
explained below.
Short:
1-5 years, which is linked to our short-term financial
planning horizons
Medium:
5-10 years, which is linked to our medium-term
commitments and targets
Long:
10+ years, which is linked to the operational lifetime of our
existing assets and our net zero commitment
Considering risks on our business, strategy and financial planning
Climate-related risks have been considered through our financial
modelling of transition and physical risks to establish the relative
low/medium/high impact on the business over three different time
horizons and two climate scenarios. We have considered the impact
of the identified climate-related risks and opportunities on the business
and strategy. To prepare for these scenarios, we have embedded
mitigating actions among our transition risks and opportunities to
manage potential risks and capitalise on potential opportunities.
See pages 28 and 29.
PZ Cussons is undertaking further analysis to fully embed climate-related
risks into the business and strategy, especially within the financial
planning processes. We aim to disclose how these risks are considered in
our financial planning processes in future disclosures.
We are continually reviewing, updating and enhancing our
understanding of climate-related risks and opportunities and the
resultant impacts on our business in light of external trends, new
information and changes to our business. We will continue to assess
changes to our overall resilience as our understanding of climate-related
risks and opportunities matures, and if our business strategies change.
We are developing our transition plan in line with the Transition Plan
Taskforce (TPT), which describes our progress to date, against our
climate-related targets and initiatives for reducing carbon emissions.
Based on our risk assessment and scenario analysis results, the transition
to a low-carbon economy consistent with a 2°C or lower scenario (our
‘net zero’ scenario described above) is not expected to fundamentally
impact our business model. However, the Group has several direct and
supplier operations in locations exposed to heat stress, flooding and
heavy precipitation. We believe the mitigation plans currently in place,
along with additional actions underway, will strengthen our business
and organisational resilience against short and medium-term risks. We
are confident that our strategies are well-suited to managing the risks
we have identified. We will continue to assess our climate-related risks
and opportunities under different scenarios and determine our overall
resilience, as we acknowledge that changes to internal and external
factors over time will impact the resilience of our business strategies to
climate change.
RISK MANAGEMENT
Climate-related risks are integrated into our overall risk management
process. Our risk management process is based on a common risk
framework to ensure we identify, assess and mitigate all risks, i.e.,
product safety and quality, health and safety, cybersecurity, legal
compliance, climate change, environmental, and regulatory compliance
risks that threaten the successful delivery of our strategic objectives. You
can find full details on our risk management process on pages 30 to 37
of this Annual Report and Accounts.
Specifically, our Risk Management Methodology on page 31 describes
our processes for identifying, assessing and mitigating all risks, including
climate-related risks. We also identify new and emerging risks through a
number of approaches that are listed on page 32. Climate change forms
part of our ‘Sustainability and the Environment’ Principal Risk, with
further information on how we manage this risk provided on page 38.
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Task Force on Climate-related Financial Disclosures (TCFD) continued
PHYSICAL RISKS
Group operations
Description of material risk or opportunity: Business interruption of the Group’s operation caused by climate change impacts, such as extreme heat,
extreme rainfall, heat stress, precipitation stress, drought stress, fire and sea level rise.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
The Group’s direct operations
might be affected by physical
impacts, which may lead to
increased costs for repair/retrofit
of impacted assets and decreased
revenue due to operational outages.
Exposure of each asset
is determined based on
location and the severity/
intensity of a climate hazard
occurring at each location,
with the value exposed being
the full asset value located in
an area of material climate
hazard intensity.
Net zero The Group will continue to analyse a variety
of locations which are key to the business,
covering important parts of the value chain, our
internal operations and important customer
markets, and use scenario analysis and climate
modelling to better understand the range of
physical risks the Group is exposed to.
Highest exposure countries:
Nigeria, Indonesia
Current policies
Supplier operations
Description of material risk or opportunity: Business interruption of the Group’s suppliers’ operations caused by increased frequency and severity of
flood risk.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
The Group’s supply chain might be
disrupted by physical risks resulting in
increased costs and loss of revenue
due to changes in the availability of
goods and services from suppliers.
Exposure of each asset
is determined based on
location and the severity/
intensity of a climate hazard
occurring at each location,
with the value exposed being
the full asset value located in
an area of material climate
hazard intensity.
Net zero The Group analyses exposure for a range of
acute climate-related risks and puts mitigation
plans in place. Further mitigation actions will
provide business and organisational resilience
to acute/chronic risks.
Alternative suppliers with lower exposure
to climate-related risk might be taken into
consideration to mitigate the risk in the future.
Highest exposure countries:
China, Thailand
Current policies
TRANSITION RISKS
Carbon pricing
Description of material risk or opportunity: Increased costs associated with carbon pricing and taxation.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
Carbon pricing already exists in
some of the Group’s jurisdictions,
including the EU and UK. Under
different scenarios, carbon taxes
are expected to increase, which
could increase the Group’s direct
operating costs, resulting in a loss
of revenue.
Carbon prices from NGFS
applied to our long-term
emissions forecasts.
Scope 1 and 2:
net zero
In our sustainability strategy, we have set
ambitious targets; to reduce GHG emissions
throughout our value chain, reducing our
dependence on future carbon taxes and
voluntary off-set markets. We also monitor
government policies and climate change
actions and take necessary steps to minimise
the impact on our business.
Highest exposure country:
Nigeria
Current policies
Scope 3:
net zero
Current policies
ST Short term MT Medium term LT Long term Low risk Medium risk High risk
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Extended producer responsibility
Description of material risk or opportunity: Evolving Extended Producer Responsibility (EPR) and EU Packaging and Packaging Waste (PPWR) Regulations.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
The introduction of EPR in the UK
has already resulted in additional
operational and compliance
costs, with further financial
exposure expected due to the
implementation of eco-modulated
fees in 2026.
EPR fees may increase over time
impacting profitability through
increased cost of goods.
The PPWR in the EU could
impact our profitability by 2030
through increased cost of goods
for our EU portfolio (including
Northern Ireland).
Estimated EPR costs
applied to our long-term
packaging forecasts.
Net zero We are actively reviewing our entire packaging
portfolio for Europe in advance of eco-
modulation in the UK to minimise our non-
recyclable impact.
We are assessing the impact of PPWR, however
the optimisation of the packaging portfolio for
UK EPR is expected to minimise PPWR impact.
Highest exposure country:
UK
Current policies
Cost of energy
Description of material risk or opportunity: Abrupt and unexpected shifts in energy costs.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
The Group anticipates continued high
levels of energy price volatility. This will
impact energy costs associated with
the Group’s operations, which will also
affect our supply chain resulting in
increased costs and loss of revenue.
Energy prices from NGFS
applied to our long-term
energy forecasts.
Net zero Through our continuous improvement
programme in our factories, we continue
to assess energy reduction initiatives across
our sites to minimise the risk of increased
energy costs.
Highest exposure country:
Nigeria
Current policies
OPPORTUNITY
Energy efficiency
Description of material risk or opportunity: Reduced energy costs through efficiency gains and cost reductions.
Relative impact
Potential financial impact Modelling approach Scenario ST MT LT How we’re responding
Reduced energy costs
may decrease the Group’s
operational costs.
Energy prices from NGFS
applied to our long-term
energy forecasts.
Net zero We will continue reviewing the energy
efficiency of our assets and suppliers through
our continuous improvement programmes,
which will also result in lower operational costs.
In FY25, we continued to benefit from the
outsourcing of power generation at our Ikorodu
manufacturing site and will be looking for similar
opportunities on the other Nigeria-based sites.
Highest exposure country:
Nigeria
Current policies
Metrics and targets
We consider greenhouse gas emissions, energy consumption, landfill waste and packaging reductions as principal metrics that allow us to monitor
progress regarding climate-related risks and opportunities. We ensure ongoing focus on our environmental and social commitments through our
approach to the Remuneration Policy and related incentive schemes. We do not currently have an internal carbon pricing mechanism. However,
we will continue to assess the feasibility of introducing one to mitigate our external exposure to carbon taxation and legislation.
We will continue to ensure our metrics and targets are appropriate for our risk profile and expand our metrics in the future, considering the TCFD
all-sector and cross-industry metric guidance. We currently use our existing environmental metrics to track progress against our targets and will
further develop processes to better track and manage our progress over time.
Full details on our metrics and targets, including the KPIs we use to track progress, can be found on pages 22 to 23 of this Annual Report and Accounts.
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29
Board of Directors
Defines policy, sets risk appetite and assesses Principal Risks for the Group.
Has overall responsibility for sound risk management and internal controls.
AUDIT AND
RISK COMMITTEE
Assesses and reviews
the effectiveness of the
Group’s Risk Management
Framework and internal
control frameworks.
EXECUTIVE
COMMITTEE
Ensures that the Risk
Management Framework
is embedded and operates
throughout the Group.
Regularly reviews regional
and consolidated risks and
ensures that mitigation
activities are in place.
GROUP RISK
TEAM
Oversees the consistent
application of the Group’s
Risk Management
Framework.
REGIONAL AND
BUSINESS UNIT
MANAGEMENT
Ensures that the Risk
Management Framework
is embedded at a regional
and local level. Regularly
reviews the risk register
and ensures that mitigation
activities are in place.
Risk Management and Principal Risks
HOW WE
MANAGE RISK.
At the market level, business unit leadership teams implement the
Risk Management Framework with the support of a network of Risk
Champions. Leadership teams supported by Risk Champions are
responsible for ensuring the accuracy and relevance of risk information
that may require escalation to the Audit and Risk Committee. This is
supported by market-level Risk Committees which meet throughout
the year.
At the Group level, the Executive Committee adopts a combined top-
down and bottom-up approach to reviewing risks. This ensures the
identification and monitoring of both strategic and operational risks of
significant impact. The Executive Committee also assess all Principal
Risks and emerging risks and may conduct deeper analyses of critical
Principal Risks to verify adequate resource allocation for controls
and mitigations. The review of risks is supported by a Group Risk and
Compliance Committee, chaired by the Chief Executive Officer, which
meets throughout the year to review regional and Group-level risks of
significant impact.
Ownership of each Principal Risk is assigned to a specific Executive
Committee member. The Group Internal Audit function provides
independent assurance to both the Executive Committee and
the Audit and Risk Committee regarding the effectiveness of the
Risk Management Framework and internal control systems.
RISK CULTURE
PZ Cussons is committed to conducting its business responsibly,
prioritising safety and adhering to all legal requirements. We integrate
risk awareness into our decision-making processes, ensuring informed
responses to both opportunities and potential threats.
As an international business, we acknowledge the inherent risks and
uncertainties associated with executing our strategy across our key
markets. Through effective risk management practices and proactive
identification of opportunities, we strengthen our capacity to achieve
our strategic objectives.
GOVERNANCE AND OVERSIGHT
The Board has ultimate responsibility for establishing the Group’s
risk appetite and ensuring the effectiveness of the Risk Management
Framework. This latter responsibility is delegated to the Audit and Risk
Committee, which reviews the most significant risks faced by the Group
at least twice a year. The Board has completed a robust assessment of
the Group’s emerging and Principal Risks.
While the Audit and Risk Committee conducts in-depth reviews of
specific risks, other Board Committees and sub-committees also review
risks relevant to their respective areas of oversight.
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The initial identification of risks,
including emerging risks at the
operational level.
The results and status of those
risk actions are monitored
by the Group Risk Team,
management and second line
assurance functions.
The status of risk actions is
reported frequently to the
Audit and Risk Committee.
These risks are then assessed,
including an assessment of the
potential impact of the risk on
our business, and the extent to
which the risk can be mitigated
or controlled.
Actions are implemented
by regional and business
unit management.
Mitigating actions are
then planned, agreed and
communicated to the relevant
risk owners throughout
the Group.
It is important to note that the Group’s risk management processes
are designed to manage, not eliminate, risk. These processes
provide proportionate, but not absolute, assurance against material
misstatement or loss.
OUR RISK MANAGEMENT METHODOLOGY
The Group leverages a comprehensive risk management process and
standardised framework to proactively identify, assess, and mitigate risks
that could impede the successful execution of our strategic objectives.
The risk management methodology and framework are applied
consistently across all levels, encompassing Principal Risks down to
market and operating unit levels.
In recent years, we have enhanced our risk management methodology
and framework, ensuring consistency of application, relevant risk
assessment criteria and an improved bottom-up process. The
strengthened framework and methodology have been bolstered by a
dedicated programme of engagement and training activities, including
workshops, the embedding of Risk Champions across the Group, and
enhanced reporting and insights. These initiatives contribute significantly
to fostering a robust risk culture throughout the Group.
In FY25 we introduced new internal risk governance structures, including
Market Risk Committees within our biggest markets, and a Group Risk
and Compliance Committee, chaired by the Group Chief Executive
Officer, attendees of which include the Chief Financial Officer, General
Counsel, Chief People Officer, Chief Supply Chain Officer and Chief
Information Officer. These new Risk Committees further strengthen the
embedding of comprehensive risk management across the Group.
RISK APPETITE
The Board is committed to managing risk in a way that is aligned with
our vision and culture. We are aware of the many risks that our business
faces and we have a process in place to identify, assess and mitigate
these risks.
We have a lower risk appetite for risks that could damage our reputation
or business opportunities. These include risks related to:
• Product safety and quality
• Health and safety
• Legal compliance
• Environmental and regulatory compliance
• Cybersecurity.
We have a higher appetite for risks that are associated with growth and
the achievement of our bold strategic ambitions. These include:
• Our involvement in emerging markets
• Business transformation.
We seek to mitigate our risk exposure to within appetite through
a variety of means including insurance cover, planning and control
processes, and natural portfolio hedges such as the diversity of our
supply chain, brand and product ranges, and global footprint.
Our Risk Management Methodology
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Risk Management and Principal Risks continued
EMERGING RISKS
A formal, biannual review of emerging risks is undertaken by the Audit and Risk Committee in conjunction with the Principal Risks assessment.
In addition, new and emerging risks are identified in a number of ways as illustrated in the diagram below.
We believe that our approach to identifying new and emerging risks is comprehensive and effective. By taking a variety of approaches, we are able
to identify risks that may not be immediately obvious and to take steps to mitigate them before they cause harm to our business.
OUR PRINCIPAL RISKS
The most significant risks, those that could affect our strategic ambitions, future performance, viability and/or reputation, form our Principal Risks.
The following table sets out our Principal Risks. This includes a summary of key information, including the type of risk, links to our strategic drivers and
residual risk trends. This list does not include all our risks. Other risks, not presently known, or those we currently consider to be less material, may
also have adverse effects.
The Principal Risks faced by the Group in FY25 are unchanged in substance and trend from those reported in FY24. While the macro-economic
environment remains challenging, enhancements to our control environment have strengthened our ability to manage these risks effectively, ensuring
residual risk levels remain stable. Our assessment of the nature and relative significance of these risks is therefore consistent with last year, and each
continues to be managed through our established governance, risk management and control framework.
Reporting to the Board:
Potential new and emerging
risks are reported to the
Board and considered
during its periodic reviews
of Group risks.
Emerging Risk is a standing
agenda item at Market
Risk Committee and
Group Risk and Compliance
Committee level.
Discussions with
external advisers:
These processes are informed
by regular discussions with
the Group’s network of
external advisers including
its lawyers, accountants and
tax advisers, internal audit
partners, insurance brokers,
health and safety advisers
and sustainability and PR
advisers. The Group is also
a member of various trade
and industry bodies across
the world and leverages the
experience of its peers and
external industry experts.
Considering Principal Risks:
In formulating and evolving
the Group risk register, the
Executive Committee and
the Board consider the
Principal Risks, and those
identified by individual
markets and functions to
determine whether there
are any new risks which
require group-wide focus
and mitigation.
Awareness of emerging
macro trends:
Our in-house Group Risk
Team ensures we are
aware of emerging macro
trends and risks associated
with our industry and
geographical footprint.
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RISK 1: MACRO-ECONOMIC AND
FINANCIALVOLATILITY INC.
FOREIGN EXCHANGE
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Due to our international footprint, we are
exposed to a variety of external financial risks
in relation to Foreign Exchange, Treasury and
Tax. Macro-economic volatility and disruption
can cause the relative value of exchange rates
to fluctuate significantly and, as a result of our
global operations, can have a material impact on
financial performance. In addition, because we
consolidate our financial statements in GBP, we
are subject to exchange rate risk associated with
the translation of our underlying net assets and
earnings of our foreign subsidiaries.
Given our geographic footprint, we are also
subject to exchange rate fluctuations and
macro-economic political decisions and
the consequences thereof in some of our
jurisdictions that impact our ability to access
foreign currency to settle intercompany liabilities
that may include the repatriation of cash to the
UK by way of dividend payments.
A material shortfall in our operating cash flow
and/or our ability to access appropriate sources
and levels of funding could undermine our
ongoing business activity and the next stage of
business transformation. In times of financial
volatility, we may not be able to raise funds
or access credit in an appropriate jurisdiction
due to market illiquidity. We are also exposed
to counterparty risks with banks, suppliers,
customers and other credit providers which
themselves could be impacted by macro-
economic volatility and hence could result in
financial losses to the Group.
Tax is a complex and ever evolving area where
laws and their interpretation change frequently,
and which may lead to unexpected or new tax
exposures. As a global Group, we are subject to
transfer pricing and general taxation policies and
regulation, which are also subject to international
and local regulatory changes that may have an
impact on business performance.
• Managing the Group's exposure to the Naira is a key priority for the Executive Committee. A
dedicated Steering Committee meets regularly to closely monitor foreign exchange risk and
develop strategies to manage the Group's exposure.
• The Audit and Risk Committee oversees treasury and tax related risks, with a significant focus and
oversight on foreign exchange exposure related to the Nigerian currency, the Naira. Additionally,
the Committee oversees tax and treasury strategy, potential tax obligations, and financial controls.
• As part of the monthly business performance cycle, cash flow forecasts from operating units are
reviewed, scrutinised and consolidated; the monthly performance cycle also includes in-depth
analysis of the outlook for all covenants related to our banking facilities to inform strategic
decision-making.
• We maintain an established Group Treasury function and our Group Treasury Policy defines
our non-speculative approach to the management of foreign currency and other financial
market exposures.
• Transactional currency exposures are managed within prescribed limits with short- to medium-
term forward exchange contracts taken to reduce our exposure to fluctuations.
• Margin improvement projects to deliver savings and mitigate the cost impact of currency
devaluation, as well as cash repatriation strategies to move cash from Nigeria to the UK and
reduce borrowing costs and interest payments, are in place.
• Local sourcing of raw materials and services takes place where possible to reduce exposure to
foreign currency transactions and inflation.
• A Group taxation strategy is in place that defines the way in which we conduct ourselves with
respect to our tax affairs. Our in-house Group Tax capability is complemented by the use of
specialist tax consultants to ensure compliance with all local and international tax regulations
and treaties, and to ensure that changes in regulations are taken into consideration as part of our
future business strategy.
• Treasury and tax controls are an important part of our overall financial control framework, which
continues to evolve to remain fit for purpose and reflective of the nature of business risks.
LINK TO STRATEGY
Build Brands Serve Consumers Reduce Complexity
Grow Sustainably
Develop People
TREND
Increase
NewDecrease
No change
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RISK 2: IT AND INFORMATION SECURITY
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
We communicate with our customers and
suppliers electronically, and our manufacturing,
sales and distribution operations are dependent
on reliable IT systems and infrastructure.
Prolonged disruption to these systems could have
a significant negative impact on the performance
of the Group.
Ongoing global instability and uncertainty have
kept the risk of cyber attacks high, potentially
affecting the security of the personal data we
hold as well as business-critical information,
and the automated systems we use across our
supply chain.
Additionally, the growing use of generative
AI introduces new and adaptive cybersecurity
threats, increasing the risks associated with
data breaches.
• The Information Security Risk Committee meets throughout the year. The Committee governs and
reviews all matters relating to the security and protection of information and any associated risks.
The Committee has representatives from various parts of the business.
• A centrally governed IT function continually monitors known and emerging threats that may
impact us.
• Our cybersecurity control framework is a blend of best practice industry-based models.
• We continue to deliver a comprehensive information security awareness programme to ensure
both business and personal information remain protected.
• Critical data is backed up regularly in accordance with our control framework and recovery testing
is undertaken.
• We have enhanced our security capability with an additional dedicated managed cybersecurity
partner providing specialised knowledge that will further support our existing team.
• We have used the support of the National Cyber Security Centre (NCSC) to help monitoring our
external estate for threats.
• A comprehensive set of security policies is in place covering all aspects of security.
• An internal audit of our cyber controls has been conducted, and all findings have been remediated.
• We have implemented advanced security technologies some of which include AI-driven threat
detection systems, and continuous monitoring tools designed to prevent, detect, and respond to
potential security threats.
RISK 3: BUSINESS TRANSFORMATION
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Business transformation encompasses both the
review of organisational design and ongoing
functional and operational changes, aimed at
reducing complexities, driving efficiencies and
delivering enhanced shareholder value.
We continue to transform the business across
all functional areas and markets to achieve our
long-term strategic aims. We must successfully
manage the impacts of these ongoing activities,
while at the same time delivering underlying
growth. There are business risks related to the
achievement of our transformative objectives,
including our acquisitions and disposals strategy,
organisational design changes as well as
technology and infrastructural challenges.
We have a wide-ranging number of
transformation programmes; failure to execute
these initiatives effectively could result in
a decline in business performance or an
under-delivery of the expected benefits and
consequently impact the return we are able
to make to our shareholders.
• A centralised approach to tracking portfolio transformation has been implemented. Execution
remains decentralised to keep accountability within functional specialities, supported by central
governance to ensure alignment.
• Periodic reporting on key business and functional business transformation initiatives is provided to
the Audit and Risk Committee.
• All significant transformation programmes are sponsored and owned by a member of our
Executive Committee.
• Across our transformation programme we have dedicated Steering Committees, often chaired by
Executive Committee members, including the Chief Executive Officer and Chief Financial Officer
and project delivery teams, who conduct in-depth analysis of progress and regularly report to
the Board.
• Our Group Internal Audit function is supporting the management and oversight of key
transformation programmes as a business partnering exercise.
• The transformation of our internal business and consumer data capability is led by a dedicated
specialist team to support our wider digital transformation.
Risk Management and Principal Risks continued
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RISK 4: TALENT DEVELOPMENT AND RETENTION
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
We recognise that to deliver sustained, profitable
growth we require the best talent. We are
focused on attracting, developing and retaining a
diverse range of skilled people with the potential
to deliver our ambitious growth agenda.
The competition for top talent remains
high; attracting key talent in some regions is
challenging due to market dynamics such as in
Nigeria with the trend to emigration of nationals,
and in both Indonesia and the UK with highly
competitive employment markets.
With continued global uncertainty, we also see
employee engagement, reward and wellbeing
as continued priorities.
The impact of the strategic review of our
African business, along with other transformation
programmes, is also factored into this
Principal Risk.
• Specific employee retention strategies have been implemented within our business to
ensure appropriate employee management and maintenance is achieved during a period of
transformational change.
• We continually measure overall engagement and our engagement scores have been consistent
over the last three years, despite a landscape of internal and external change. 97% of our people
completed the survey, and we achieved an engagement score of 74%.
• We continue to have vibrant and open conversations with our people, through group-wide social
media, communication platforms and quarterly global Town Hall meetings; these are augmented
by weekly team and market ‘Pulses’ and regular ‘PZ Talks’ designed to keep employees informed
of key strategic initiatives and goals.
• We have a continued focus on wellbeing, with specific initiatives in our markets aimed at support
around health and wellness education. We encourage work/life balance, including on Fridays,
when many of our office-based people are able to finish work at 1pm.
• Our global performance management process helps our people to reach high performance, grow
their skills and experience, and progress their career.
• Through the use of LinkedIn Learning and other externally hosted training platforms, we have
made continuous skills development available to all.
• We manage a regular cycle of talent and succession planning for our senior leaders at all levels of
the business. Using our people system (Workday), we have visibility of the experience, potential
and aspiration of our people; unlocking our ability to identify and move talent around PZ Cussons.
We have also assessed the risk to and impact of retention of our future leaders and critical talent.
• FY25 saw the further embedding of our Workday system, driving better employee performance
management, feedback, talent management and learning. All employees can see the explicit link
between employee goals, performance, development and reward.
• We continue to offer hybrid and virtual working arrangements across our markets, which are enabled
by the deployment of IT platforms such as Microsoft Teams and Office 365 as well as ensuring our
offices are set up technologically for both home and office working employees to collaborate.
RISK 5: CONSUMER AND CUSTOMER TRENDS
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Our consumers continue to face cost-of-
living issues across our markets. The risk of
competition in the marketplace, especially in
online-only offerings and across lower quality,
lower priced products, continues to represent
a risk to the financial performance of the Group
as consumers continually review expenditure
on key household items.
Failure to understand our consumers, manage
our customer relationships and innovate in
response to underlying trends could lead to
financial and reputational loss for the Group.
• We use the latest market research and insights data, including the use of AI to monitor our
consumers’ needs.
• Specialist online-only marketing and sales teams are in place.
• We continue to focus on maintaining strong relationships with our existing customers and
developing relationships with new customers.
• We remain focused on cutting any costs we can from our products that do not impact the
consumer experience or sacrifice performance or quality.
• We continue to diversify our product offering, including brands targeted at a more cost-focused
consumer base.
• We have invested in our internal business and consumer data capability to more closely analyse,
and adapt to, changing consumer trends.
• We continue to focus on R&D and innovation, placing it at the heart of our strategy.
LINK TO STRATEGY
Build Brands Serve Consumers Reduce Complexity
Grow Sustainably
Develop People
TREND
Increase
NewDecrease
No change
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RISK 6: GEOPOLITICAL INSTABILITY
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Geopolitical events, including conflicts, trade
wars, economic and political polarisation,
nationalisation of supply chains and energy
crises could disrupt our operations both within
the markets in which we operate and also in our
wider supply chain.
Additionally, political instability can lead to
changes in government policies, regulations,
and taxes. This risk is particularly stark across
emerging markets, most notably within
Nigeria, and can lead to disruption to business
operations, increased costs, and difficulty in
strategic forward planning.
Political instability in resource-rich regions can
lead to significant fluctuations in the price of
raw materials and energy, impacting production
costs. Trade wars and embargoes can lead to
increased tariffs and import/export restrictions,
driving up the final cost of goods. Geopolitical
volatility can also increase insurance premiums
for businesses operating in risky regions.
Failure to react to changing market conditions
could lead to a material effect on the Group’s
financial performance, market share or
reputational standing.
• We have a dedicated Group Risk Management function that reports to the Board, via the Audit
and Risk Committee, material matters of concern in relation to emerging geopolitical risks.
• We have brands across multiple segments and price points across multiple markets, which
ensures we have sufficient diversification across our product mix to cater for a wide range of
consumers and we continue to diversify our production capabilities and the simplification of our
global supply chain.
• Our Global Procurement Team establishes forward contracts where possible to mitigate the
exposure to instability in raw material commodity prices.
• We have extensive experience operating within emerging markets and use this experience to
manage regionalised instability risks.
• With both our in-house and external legal expertise, we ensure we are aware of emerging market-
related legal and compliance-related risks.
• Trends in relation to geopolitical instability are monitored and modelled regularly and integrated
into our monthly business performance cycle.
Risk Management and Principal Risks continued
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RISK 7: LEGAL AND REGULATORY COMPLIANCE
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
We are subject to a wide spectrum of legislation,
regulation and codes of practice that can vary
between the geographies in which we operate.
Examples include product safety, competition,
anti-bribery and corruption and employment.
Failure to adhere to such laws and regulations
can result in reputational damage, as well
as significant fines and the possibility of
criminal liability.
As the use of generative AI continues, there is an
increased risk of IP infringement. There is also an
increased risk that regulations fail to keep pace
with the emerging technologies, exposing the
Group to potential issues.
Alongside this, like all companies, we are exposed
to litigation risk in the markets in which we
operate and must continually remain vigilant
to the risk of financial liability in respect of our
contractual obligations.
• We have an experienced Ethics and Compliance Team, led by our Head of Ethics & Compliance,
reporting into the General Counsel, with our ethics and compliance programme being overseen
by the Audit and Risk Committee.
• Our Group Risk Team is established and overseen by the Audit and Risk Committee.
• Our legal and regulatory specialists at both Group and regional level monitor and review the
external legal and regulatory environment to ensure that we remain aware of and are up to date
with all relevant laws and legal obligations.
• We are supported by a network of external experts who can be engaged as required and help us
to horizon scan and identify emerging risks. This is particularly important in developing countries
where changes in the law can be unpredictable and poorly publicised.
• We have a group-wide Code of Ethical Conduct which employees sign up to and this is
complemented by an annual certification exercise.
• We have a comprehensive training programme including ethics and compliance and anti-bribery
and corruption modules.
• The General Counsel is an Executive Committee member ensuring awareness of key strategic
decisions, as well as in-house legal leads who are embedded within each Market leadership team
excluding Africa.
• A third-party confidential whistle-blowing line is in operation, which gives employees and
contractors the chance to raise issues to be investigated by the Ethics and Compliance Team.
• In FY25 we introduced a new Group Risk and Compliance Committee which meets throughout the
year and considers material risks and mitigations across the Group.
RISK 8: SUSTAINABILITY AND THE ENVIRONMENT
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
The effects of climate change represent a
material risk to the business, therefore the need
to find more sustainable ways of doing business
is vital. This includes ensuring the raw materials
we require are responsibly sourced and efficiently
used and that we are a responsible and integral
part of the communities in which we operate.
One of our key strategic objectives is to grow
sustainably. To that end, we have set ourselves
science-aligned sustainability goals; failure
to achieve those targets risks alienating
key stakeholders, including consumers and
customers, who are increasingly focused on
environmental sustainability and transparency in
supply chains, and damaging the goodwill in our
brands, with consequent limitation of our ability
to grow and create value.
• Our Board-appointed Environmental and Social Impact Committee provides governance and
oversight over our Sustainability function and activities. Below this, working forums are in situ,
including regular functional and regional forums with Sustainability Champions across different
departments and business units.
• Dow Jones’ risk management tool, which includes sustainability, social and labour factors is now
well embedded.
• To drive awareness and relevancy of sustainability to employees’ jobs and personal lives, we have
an employee intranet hub outlining our strategic aims, sustainability ambitions, our programme
alliances and partnerships, and general sustainable living practices and examples for employees in
their daily lives.
• Our carbon inventory for Scope 1, 2 and 3 is verified by third-party experts and is published on
our website.
LINK TO STRATEGY
Build Brands Serve Consumers Reduce Complexity
Grow Sustainably
Develop People
TREND
Increase
NewDecrease
No change
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Risk Management and Principal Risks continued
RISK 9: CONSUMER SAFETY
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Our brand portfolio includes washing and bathing
items, beauty products and food items, as such
the safety and quality of our products is of
paramount importance to the Group; the risk of
contamination, mislabelling or unsafe use of raw
materials remains a significant risk to the Group.
A failure in the practices we adopt to ensure
consumer safety may result in reputational
damage, significant financial loss from product
recalls and fines from regulators, together with
possible criminal liability for the Group.
• We apply robust quality management standards and systems, rigorously monitoring them
throughout all supply chain stages. This applies not only to our own production facilities but also
to our third-party manufacturers.
• We have a robust Quality and Consumer Safety Policy that ensures our standards in this area are
maintained and developed where necessary.
• We also maintain a dedicated consumer complaints hotline. Any incidents relating to the safety of
our consumers, or the quality of our products are actively investigated to ensure that timely and
effective action is taken.
• The same applies to health and safety incidents across the Group, where we seek to identify, assess
and respond to incidents to ensure we continuously improve our Health and Safety Framework.
RISK 10: SUPPLY CHAIN AND LOGISTICS
Trend:
Link to Strategy:
Description of risk: How we manage the risk:
Our production and distribution facilities could
be severely impacted by adverse events affecting
the continuity of supply, such as a failure of a
key supplier, a health and safety incident, an
environmental failure, or global events.
Our consumers and customers could be severely
impacted by material increases in input costs of
raw materials, freight and distribution costs and
an inability to supply finished products.
Failure to get the product to our consumers or
failing to provide that product at a reasonable
price could have a material effect on business
performance and our reputational standing.
• We undertake a rigorous selection process before engaging with new third-party suppliers and
perform ongoing audits and performance monitoring to ensure that contracted standards are
being maintained or exceeded.
• We have in place a third-party risk management solution, which enables us to foresee emerging
third party-related risks and issues.
• We use multiple suppliers where possible and have a dedicated Global Procurement Team who
can source alternative suppliers where necessary, complemented by a Quality Management Team
able to appropriately assess potential replacement products.
• Our dedicated Group Procurement Team has specialist knowledge and understanding of key raw
materials and commodities markets, and our systems allow us to review forward requirements
and to obtain value.
• We use our globally recognised logistics partners to ensure we are adequately aware of specific
geopolitical or security risks within the markets in which we operate.
• Our production and distribution footprint is naturally diversified, with no single facility being
individually material, and our logistics providers are among the largest in the world, with
embedded contingency capabilities.
LINK TO STRATEGY
Build Brands Serve Consumers Reduce Complexity
Grow Sustainably
Develop People
TREND
Increase
NewDecrease
No change
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PZ Cussons plcAnnual Report and Accounts 2025
39
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
Viability and Going Concern
GOING CONCERN STATEMENT
The Group’s business activities, together with the factors likely to affect
its future development, performance and position are set out in the
Strategic Report. The financial position of the Group, liquidity position
and available borrowing facilities are described within the Financial
Review. In addition, note 19 of the Consolidated Financial Statements
includes policies in relation to the Group’s financial instruments and risk
management and policies for managing credit risk, liquidity risk, market
risk, foreign exchange risk, price risk, cash flow and interest rate risk and
capital risk.
The Group meets its funding requirements through internal cash
generation and borrowings. Borrowings are amounts drawn under
both committed and uncommitted borrowing facilities. The Group has
a £325.0 million committed credit facility which is available for general
corporate purposes. As at 31 May 2025, the Group had headroom on
the committed facility of £167.5 million and net debt of £112.0 million
comprising cash of £45.1 million and borrowings of £157.1 million.
In assessing going concern, the Group has prepared both base case
and severe but plausible cash flow forecasts for a period of 18 months
until the end of November 2027 (the “going concern review period”),
which is at least 12 months from the date of approval of the financial
statements. The Group’s base case forecasts are based on the Board-
approved budget and the first year of the current five-year plan, and
indicate forecasted continued compliance with its banking covenants
and sufficient liquidity throughout the going concern review period.
In the 2024 Annual Report and Accounts, the Directors disclosed that,
should mitigations prove insufficient, the impact of Naira exchange rate
volatility on forecast interest cover covenant compliance represented a
material uncertainty that may cast significant doubt upon the Group’s
ability to continue as a going concern. In FY25, the Naira exchange
rate has been more stable and the Group was not in breach of its
interest cover covenant as at 30 November 2024 or at 31 May 2025.
Management has prepared an updated base case forecast for the
going concern period and, consistent with the approach taken at
31 May 2024, have modelled the following severe but plausible
downside scenarios: 5% reduction in Group revenue, Group gross
margin decline of 200bps and a 10% decline in the Naira exchange rate
of USD/NGN 1,700 used in the base case forecast. None of these severe
but plausible scenarios, either separately or in combination, forecast a
breach in the interest cover or leverage covenant prior to management
action and there remain actions available to management should they
be required. Therefore, while the Group remains exposed to fluctuations
in the Naira exchange rate, the Directors have determined that this
no longer represents a material uncertainty. The Directors consider it
appropriate to continue to adopt the going concern basis in preparing
the interim financial statements.
VIABILITY STATEMENT
Assessment of prospects
In assessing the prospects of the Group, the Board has taken account of
the following:
• The Business model on pages 8 to 9 and the Group’s diversified
portfolio of products, operations and customers, which reduce
exposure to specific geographies and markets, as well as large
customer/product combinations, strong product demand, the share
of the market and product penetration our focus brands have and
the resilience and strength of manufacturing facilities and overall
supply chain.
• The Group’s cash generation and that the Group currently has
significant committed facilities headroom in its existing committed
banking arrangements.
Assessment of viability
In determining the appropriate viability period, the Board has taken
account of the following:
• The financial and strategic planning cycle, which covers a five-year
period. The strategic planning process is led by the Chief Executive
Officer and is fully reviewed by the Board.
• The investment planning cycle, which also covers five years. The
Executive Committee considers, and the Board reviews, likely
customer demand and manufacturing capacity for each of its key
markets. The five-year period reflects the typical maximum lead
time involved in developing new capacity. The Board considers that,
in assessing the viability of the Group, its investment and planning
horizon, supported by detailed financial modelling, that five years is
the appropriate period.
Assessment period
The Board has determined that the five-year period to May 2030 is an
appropriate period over which to provide its viability statement. This
period forms part of the Group’s strategic planning process and reflects
the Board’s best estimate of the future viability of the business.
Scenario testing
To test the viability of the Company, we have undertaken a robust
scenario assessment:
• ‘Top-down’ sensitivity and stress-testing. This included a recent
review by the Audit and Risk Committee of five-year cash projections
which were stress tested to determine the extent to which trading
cash flows would need to deteriorate before breaching the Group’s
facilities. In addition, the financial covenants attached to the Group’s
debt were stress tested.
• The likelihood and impact of severe but plausible scenarios in relation
to principal risks, as described on pages 33 to 38. While the principal
risks all have the potential to affect future performance, none of them
are considered likely to give rise to a trading deterioration of the
magnitude indicated by the stress testing and to threaten the viability
of the business over the five-year assessment period.
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In concluding on the financial viability of the Group, having considered
the scenarios referred to above, the Directors have a reasonable
expectation that the Company and the Group will be able to continue
in operation and meet all its liabilities as they fall due up to May 2030.
For the viability assessment, management considered the availability of
committed credit facilities through the viability period. The Group has a
£325.0 million committed credit facility which incorporates a term loan
and a revolving credit facility. During the year, the Group exercised the
option to extend the term loan facility and the Board is confident that
it will be able to replace the term loan facility which matures during
the viability period at the same level, if required. The viability testing
assumes the term loan facility, £125.0 million at the end of FY25, will
mature in November 2026. With regards to the revolving credit facility,
the viability testing assumes that the current £200.0 million balance is
available on the same terms throughout the five year period.
The scenarios modelled are outlined below and management considers
there to be significant and feasible mitigations in place such that
no individual event or plausible combination of events would have a
financial impact sufficient to endanger the viability of the Group in
the period assessed. These mitigations include both short-term and
structural cost reductions, as well as the potential disposal of non-core,
non-operating assets.
The Board has committed to using any proceeds from any future
transactions to first reduce gross borrowings.
Reverse stress testing
Management has performed reverse stress-testing on the key banking
covenants to assess by how much the performance of the Group would
need to deteriorate for there to be a breach of the covenants. For the
interest cover or leverage covenant to be breached, EBITDA would need
to fall significantly from the current level which the Board does not
believe to be plausible. Further, should this arise, management would
take mitigating actions including strict management of the Group’s cost
base and tight management of the Group’s cash.
Viability statement
After conducting the viability review, the Board confirms that it has
a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the five-year
period of the assessment to 31 May 2030.
2025 Scenarios modelled Link to Principal Risks Mitigation
1. MACRO-ECONOMIC AND GEOPOLITICAL
Nigerian Naira devaluation – reduced profitability as a result
of a 10% devaluation of the Nigerian Naira throughout the
viability period.
Interest Rate reduction slowdown – Lower than assumed base
case rate reduction as result of a +50bps higher SONIA rate
throughout the viability period.
1. Macro-economic and
financial viability
6. Geopolitical instability
A dedicated steering committee which develops
strategies to manage foreign exchange exposure and
margin improvement projects to deliver savings and
mitigate the cost impact of currency devaluation.
2. CONSUMER AND CUSTOMER
Competitive landscape and consumer trends leading to
pricing pressures – 5% year-on-year reduction in Group
revenue compared to base.
Consumers impacted by high inflationary environment with
inability to pass through cost inflation – 5% year-on-year
reduction in revenue in UK and Indonesia markets; reduction
in gross margin percentage compared to base case by 250bps
in the same markets.
5. Consumer and customer trends The Group has and is continuing to strengthen
its capabilities in revenue growth management,
marketing and supply chain optimisation. In addition
to this, our diverse product portfolio, renewed focus
on R&D and innovation, and investment in consumer
data insights are important to counteract such
pressures. The Group has also already consistently
demonstrated its ability to mitigate significant input
cost inflation over recent years.
3. SUPPLY CHAIN AND LOGISTICS
Closure of UK in-house manufacturing for six months – no
revenue from in-house manufactured products for six months
in FY27.
10. Supply chain and logistics A dedicated Global Procurement Team who can
source alternative suppliers where necessary,
complemented by a quality management
team able to appropriately assess potential
replacement products.
4. IT, LEGAL AND REGULATORY COMPLIANCE AND
CONSUMER SAFETY
Fines – one-off charge of 5% of worldwide revenue in FY27.
2. IT and information security
7. Legal and regulatory compliance
9. Consumer safety
The Group has specialist teams in place which
manage the risks relating to IT and information
security, legal and regulatory compliance, and
consumer safety.
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41
Non-Financial and Sustainability Information Statement
Sections 414CA and 414CB of the Companies Act 2006 require us to disclose
certaininformation to allow readers to understand our development, performance
andposition, and the impact of our activities. These are set out below, with
referencesto further disclosure throughout this report asappropriate.
CA Ref Disclosure Group approach (including policies and due diligence) Reference
A1 Climate-related
financial disclosures
Our TCFD disclosures
Our environmental and social impact framework and governance
Our Environmental and Social Impact Committee has Terms of
Reference which are approved by the Board
Page 26
Page 20
1(a) Environment We measure a number of metrics to reflect our environmental
impact, including carbon emissions, water usage, landfill waste,
plastic consumption and sustainable sourcing of palm oil
Our environmental performance, policies and due diligence activities
Pages 20 to 25
1(b) Employees Our employee engagement policies and practices Page 44
1(c) Society We are proud of the contributions we are able to make to the
communities in which we operate
Pages 21 and 45
1(d) Human rights Our policies and due diligence to ensure the integrity of our
supply chain
Page 25
1(e) Anti-corruption and
anti-bribery
We have zero tolerance for corruption or bribery and this is set out
in our Code of Ethical Conduct
Page 25
2(a) Business model Our business model Page 8
2(d) Principal risks Our Principal Risks
Our approach to risk management
Page 32
Page 30
2(e) Non-financial key
performance indicators
Our primary non-financial key performance indicators Page 11
For further details on our sustainability policies and disclosures,
see our website: www.pzcussons.com/sustainability
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PZ Cussons plcAnnual Report and Accounts 2025
42
Section 172(1) Statement
CREATING A DIALOGUE
WITH OUR STAKEHOLDERS.
Our approach to doing business is founded on the principle of creating sustainable
value for all our stakeholders.
We believe that PZ Cussons thrives in the long term when the interests of different stakeholders are balanced so that they all share in our success. It is
therefore important that we fully understand all stakeholders’ priorities, expectations and concerns.
THE IMPACT OF STAKEHOLDER ENGAGEMENT ON BOARD DECISION-MAKING
We make use of various engagement channels to receive informative feedback from our key stakeholders which can be factored into our principal
decisions and activities.
Section 172(1) of the Companies Act 2006 (Section 172(1)) requires a director of a company to act in the way that he or she considers, in good
faith, would most likely promote the success of the company for the benefit of its members as a whole.
The table below sets out where you can read more detail in this Annual Report and Accounts on how the Board has discharged its Section 172(1) duty
this year. The Directors, both individually and collectively, believe they have given due regard to the stakeholders and matters set out in Section 172(1)
(a) to (f) as listed below:
Section 172(1) factor (a) to (f) Relevant disclosures Page number or website
(a) consequence of any decision in the
long-term
• Company values
• Our business model
• Our strategy
• Board activity
Page 16
Page 8
Page 3
Page 54
(b) the interests of the company’s employees • People and culture
• Diversity and inclusion
• Environmental and Social Impact
Committee Report
• Board activity
Page 16
Page 16
Page 72
Page 54
(c) the need to foster the company’s business
relationships with suppliers, customers
and others
• Sustainability Report
• Modern Slavery Statement
• Board activity
Page 20
Page 25 and website
Page 54
(d) the impact of the company’s operations
on the community and the environment
• Sustainability Report
• Modern Slavery Statement
• Board activity
• Palm Oil Commitment
Page 20
Page 25 and website
Page 54
Page 23 and website
(e) the desirability of the company
maintaining a reputation for high
standards of business conduct
• Modern Slavery Statement
• Code of Ethical Conduct
Page 25 and website
Page 25 and website
(f) the need to act fairly as between members
of the company
• Shareholder engagement
• AGM
• Remuneration Policy
• Voting rights
Page 45
Page 48
Page 78
Page 97 and 98
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PZ Cussons plcAnnual Report and Accounts 2025
43
The following table shows how our stakeholders are integral to delivering our strategy. We have grouped our stakeholders into five key
categories and provided an overview of why we value them, the key priorities to our stakeholders and the ways in which the Group, and the
Board in particular, have engaged with them during this financial year.
Customers and Consumers Employees Investors Distributors and Suppliers Communities
Why We Engage
• To ensure loyalty and trust
• To continue delighting consumers
• To help our portfolio to win
• To create enthusiastic consumers and advocates for
our brands.
• To create a supportive environment, where everyone
feels valued and like they belong
• To value ideas equally
• To maintain an open culture
• To foster open communication
• To develop engaged employees and unlock
their potential
• To increase productivity and performance through an
engaged workforce.
• To understand their investment objectives
and goals
• To pursue our strategic objectives
• To help move the Group forward.
• To ensure our supplier relationships remain as
long-term partnerships
• To create and sustain robust, lasting and
mutually beneficial relationships.
• It is of utmost importance that we develop
good relations with the local communities
where we operate
• To make a positive contribution to society
• To minimise any negative impacts from
our operations.
Key Priorities
• Environmental sustainability and transparency in the
supply chain
• Customer service
• Access to our products through digital channels
• Value and costs.
• Strategy and business priorities
• Purpose and values
• Safety
• Wellbeing
• Career development, learning and leadership
• Driving a positive culture.
• Financial and operating performance of
the business
• Purpose, values and culture of the business
• Risks and opportunities
• Long-term sustainable and profitable growth
• Sustainability issues
• Capital allocation decisions
• Good governance.
• To ensure stable, long-term and mutually
beneficial relationships
• Not to increase costs
• To ensure product and service quality
• To be innovative.
• To reduce the environmental impact of our
products (packaging and plastic)
• To reduce our carbon emissions
• To be aware of cost-of-living and
living standards
• To engage employees and have a positive
impact on local communities
• To decrease deforestation and drive a
sustainable supply chain.
How The Group
Engages
• Strategic partnership with key customers:
– Shopper insights
– Proposing promotions and products
– Helping with developing strategies.
• Market research
• Social media
• Direct feedback
• Sales data.
• Local and global Town Hall meetings
• Functional Teams calls
• Leadership events
• Strategy Deployment events
• Local engagement champions.
• Q&A sessions and roadshows for our
major shareholders
• Ad hoc investor events
• Our Annual General Meeting (AGM) is an
opportunity to listen to our shareholders and
respond to any concerns they may have or
perspectives they may wish to share
• Our dedicated Investor Relations Director
whose purpose is to strengthen our
engagement with the investment community.
• The Board engages via a dedicated
procurement function
• The Board ensures open, dynamic
communication.
• We have established key charity and
environmental partnerships in our
business units
• These partnerships are aligned to our
corporate purpose and brands
• Employee engagement is encouraged to
optimise impact on our local communities.
Board Activity/How
The Board Engages
• Visit markets and meet with customers and consumers
on an ad hoc basis during site visits
• The Board receives regular market reviews from business
unit leadership
• Reviewing customer service, consumer insights and data
as part of monitoring business performance.
• Kirsty Bashforth is our designated Non-Executive
Director for employee engagement, with a specific
mandate to ensure the Board hears and understands
the employee voice
• Our Directors travel to our markets when possible and
hold dedicated employee engagement sessions on
such trips.
• The Chair and our Executive Directors
periodically meet with our major shareholders
• The CEO and CFO deliver the Group’s interim
and final results, with presentations
• Our Board members and our Company
Secretary attend the AGM
• The Chair, the Senior Independent Director and
the Company Secretary are available at all times to
hear any concerns raised by shareholders.
• The CFO reviews payment practices and
policies and monitors trends in the Group’s
performance twice yearly, reporting to the
Audit and Risk Committee
• CEO and CFO engage directly with distributors
and suppliers.
• The Board’s Environmental and Social Impact
(ES) Committee is responsible for sustainability
and its direction of travel
• The ES Committee approved the
environmental and social impact framework
‘Better for All’.
Strategic Objective
Priorities For The
Year Ahead
• Strengthen the Group’s understanding of evolving
customer and consumer needs, ensuring that strategic
and operational decisions are grounded in market
insights and aligned with the Group’s long-term growth
ambitions.
• To ensure we have the right capabilities in place to
deliver for the future
• To continue to work with the Executive Committee to
develop our leadership capability
• To continue to enhance our performance culture
• Reaffirm and reignite the Group’s BEST values.
• Enhance investor understanding and
confidence in the Group’s long-term strategy
and operational transformation by delivering
transparent and forward-looking engagement.
• To continue to align the Group’s supply and
distribution network with the Group’s strategic
priorities, deepening collaboration with key
partners.
• To continue the ES Committee’s work
progressing the sustainability programme
• To continue to build meaningful relationships
with the communities where we operate
by encouraging employee involvement
and contributing in ways that reflect our
BEST values.
Section 172(1) Statement continued
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The following table shows how our stakeholders are integral to delivering our strategy. We have grouped our stakeholders into five key
categories and provided an overview of why we value them, the key priorities to our stakeholders and the ways in which the Group, and the
Board in particular, have engaged with them during this financial year.
Customers and Consumers Employees Investors Distributors and Suppliers Communities
Why We Engage
• To ensure loyalty and trust
• To continue delighting consumers
• To help our portfolio to win
• To create enthusiastic consumers and advocates for
our brands.
• To create a supportive environment, where everyone
feels valued and like they belong
• To value ideas equally
• To maintain an open culture
• To foster open communication
• To develop engaged employees and unlock
their potential
• To increase productivity and performance through an
engaged workforce.
• To understand their investment objectives
and goals
• To pursue our strategic objectives
• To help move the Group forward.
• To ensure our supplier relationships remain as
long-term partnerships
• To create and sustain robust, lasting and
mutually beneficial relationships.
• It is of utmost importance that we develop
good relations with the local communities
where we operate
• To make a positive contribution to society
• To minimise any negative impacts from
our operations.
Key Priorities
• Environmental sustainability and transparency in the
supply chain
• Customer service
• Access to our products through digital channels
• Value and costs.
• Strategy and business priorities
• Purpose and values
• Safety
• Wellbeing
• Career development, learning and leadership
• Driving a positive culture.
• Financial and operating performance of
the business
• Purpose, values and culture of the business
• Risks and opportunities
• Long-term sustainable and profitable growth
• Sustainability issues
• Capital allocation decisions
• Good governance.
• To ensure stable, long-term and mutually
beneficial relationships
• Not to increase costs
• To ensure product and service quality
• To be innovative.
• To reduce the environmental impact of our
products (packaging and plastic)
• To reduce our carbon emissions
• To be aware of cost-of-living and
living standards
• To engage employees and have a positive
impact on local communities
• To decrease deforestation and drive a
sustainable supply chain.
How The Group
Engages
• Strategic partnership with key customers:
– Shopper insights
– Proposing promotions and products
– Helping with developing strategies.
• Market research
• Social media
• Direct feedback
• Sales data.
• Local and global Town Hall meetings
• Functional Teams calls
• Leadership events
• Strategy Deployment events
• Local engagement champions.
• Q&A sessions and roadshows for our
major shareholders
• Ad hoc investor events
• Our Annual General Meeting (AGM) is an
opportunity to listen to our shareholders and
respond to any concerns they may have or
perspectives they may wish to share
• Our dedicated Investor Relations Director
whose purpose is to strengthen our
engagement with the investment community.
• The Board engages via a dedicated
procurement function
• The Board ensures open, dynamic
communication.
• We have established key charity and
environmental partnerships in our
business units
• These partnerships are aligned to our
corporate purpose and brands
• Employee engagement is encouraged to
optimise impact on our local communities.
Board Activity/How
The Board Engages
• Visit markets and meet with customers and consumers
on an ad hoc basis during site visits
• The Board receives regular market reviews from business
unit leadership
• Reviewing customer service, consumer insights and data
as part of monitoring business performance.
• Kirsty Bashforth is our designated Non-Executive
Director for employee engagement, with a specific
mandate to ensure the Board hears and understands
the employee voice
• Our Directors travel to our markets when possible and
hold dedicated employee engagement sessions on
such trips.
• The Chair and our Executive Directors
periodically meet with our major shareholders
• The CEO and CFO deliver the Group’s interim
and final results, with presentations
• Our Board members and our Company
Secretary attend the AGM
• The Chair, the Senior Independent Director and
the Company Secretary are available at all times to
hear any concerns raised by shareholders.
• The CFO reviews payment practices and
policies and monitors trends in the Group’s
performance twice yearly, reporting to the
Audit and Risk Committee
• CEO and CFO engage directly with distributors
and suppliers.
• The Board’s Environmental and Social Impact
(ES) Committee is responsible for sustainability
and its direction of travel
• The ES Committee approved the
environmental and social impact framework
‘Better for All’.
Strategic Objective
Priorities For The
Year Ahead
• Strengthen the Group’s understanding of evolving
customer and consumer needs, ensuring that strategic
and operational decisions are grounded in market
insights and aligned with the Group’s long-term growth
ambitions.
• To ensure we have the right capabilities in place to
deliver for the future
• To continue to work with the Executive Committee to
develop our leadership capability
• To continue to enhance our performance culture
• Reaffirm and reignite the Group’s BEST values.
• Enhance investor understanding and
confidence in the Group’s long-term strategy
and operational transformation by delivering
transparent and forward-looking engagement.
• To continue to align the Group’s supply and
distribution network with the Group’s strategic
priorities, deepening collaboration with key
partners.
• To continue the ES Committee’s work
progressing the sustainability programme
• To continue to build meaningful relationships
with the communities where we operate
by encouraging employee involvement
and contributing in ways that reflect our
BEST values.
LINK TO STRATEGY
Build Brands Serve Consumers Reduce Complexity Grow SustainablyDevelop People
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PRINCIPAL DECISIONS IN FY25
Our stakeholders are integral to delivering our strategy. It is important that we consider how our decision-making affects them.
The Board considers all its duties under the Companies Act 2006 including Section 172(1) factors (a) to (f) and many other factors in all the decisions
it makes. Principal decisions are explicitly framed in the context of the interests of and implications for all affected stakeholders. In FY25, the Board
continued to receive papers that included a summary of stakeholders likely to be impacted by the matter to be discussed and any decisions to be made.
The following demonstrates how these matters were considered in two key decisions taken this year.
Principal decision 1: Execution of portfolio transformation
In FY24, we articulated our commitment to enhance shareholder value by undertaking a comprehensive portfolio transformation following a strategic
evaluation of our brands and geographic footprint. In FY25, we advanced these plans, and the Board has subsequently made significant strategic
decisions to implement this transformation, including refining our portfolio, reducing costs, and restructuring the organisation.
In making the decision, we considered:
The long-term effect
The Board carefully considered the long-term consequences of the decision to undertake a comprehensive transformation of the Company’s
portfolio. This strategic evaluation was initiated to ensure the business remains resilient, competitive and aligned with evolving market dynamics
and stakeholder expectations. The decision supports the Company’s long-term success by enhancing operational focus and agility across core
markets and strengthening brands through targeted investment and innovation.
Affected stakeholder groups
Customers and consumers
As a business operating in the fast-moving consumer goods sector, the Board recognises that our long-term success is intrinsically linked to
our ability to understand and meet the evolving needs of our customers and consumers. In all strategic and operational decisions, there is
consideration of the impact on product quality, brand trust and consumer experience. This includes ensuring that our innovation pipeline is
aligned with consumer trends and that our supply chains support consistent product availability and safety. As a result, we aim to achieve
increased customer satisfaction and brand loyalty.
Employees
The interest and wellbeing of employees have been a central consideration. The transformation represents a significant strategic shift, and the
Board recognises the importance of clear communication, continuity, and support for employees throughout this process. We have sought to
ensure that changes are implemented in a way that respects the impact on roles, team structures and leadership continuity. Plans have been put
in place to retain and redeploy talent where possible, and to ensure that any transitions are managed with sensitivity and transparency. We are
committed to engaging with employees regularly, listening to their feedback, and providing the necessary resources to support them through
change. As a result, we hope to see higher employee satisfaction and retention, contributing positively to the overall transformation success.
Investors
The Board recognises its responsibility to act in the best interests of shareholders and to deliver sustainable long-term value. In evaluating and
approving the comprehensive portfolio transformation, the Board carefully considered the impact on investor confidence, financial performance
and how proposed changes would affect key investor metrics, including earnings, return on capital, and dividend potential. The Board also
considered the importance of clarity and transparency in communicating the rationale for the transformation.
Distributors and suppliers
We are committed to maintaining strong relationships with our retail and distribution partners. Where changes are anticipated, we work closely
with affected partners to provide early visibility, support transition planning and explore opportunities for future collaboration. Maintaining strong,
resilient partnerships with our distributors and suppliers is essential to the successful execution of the transformation and to the long-term health
of our business. This will lead to better collaboration, supply chain efficiency, and benefits for all involved.
Community
The Company continues to support the community with its various initiatives and programmes. Consequently, we anticipate stronger community
relations and a positive social impact, fostering goodwill and reinforcing our position as a responsible and community-focused business.
The environmental impact
Streamlining our business and operations will reduce our environmental impact and carbon footprint, supporting our sustainability strategy.
The impact on our reputation and the need to act fairly
The Board recognises that our reputation depends on acting fairly and transparently. In approving the portfolio transformation, we ensured
decisions were made with integrity, such as engaging early with affected teams and communicating clearly with investors. These actions support
trust and reinforce our reputation as a responsible business.
Section 172(1) Statement continued
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Principal decision 2: Strategic alignment of global marketing leadership
As part of the significant strategic activities this year and to strengthen brand-building and innovation capabilities, the Global Marketing function has
been restructured, aligning it with other corporate functions such as Finance, People, Supply Chain, Legal and IT. The Board was pleased to support
this work which saw global marketing, research and development and sustainability consolidated under a single leadership structure. This strategic
shift aims to foster a more integrated and cohesive leadership structure, ensuring that marketing efforts are more effectively co-ordinated with
product development and sustainability initiatives.
In making the decision, we considered:
The long-term effect
The decision is expected to streamline global operations, optimise resources and reinforce brand development as a key driver of long-term growth.
While these changes created short-term uncertainty, they position the Company for a stronger future. The restructuring efforts enabled leaner
operations, better resource allocation and a renewed focus on brand-building. By addressing financial risks, operational complexity and growth
opportunities, we have also reinforced our commitment to delivering sustainable, profitable growth.
Affected stakeholder groups
Customers and consumers
Our customers and consumers are central to our strategy. An improved marketing strategy will result in more consistent messaging and improved
customer engagement across global markets. By strengthening brand-building and innovation capabilities we can also seek to serve overlooked
consumer categories effectively.
Employees
Balancing cost efficiency with employee wellbeing, this process sought to ensure smooth transitions for affected teams. Transparent
communication to employees was prioritised due to the impact of these decisions.
Investors
This key strategic decision has sought to leverage key resources and thereby improve business performance and profitability.
Distributors and suppliers
Our partners play an integral role in our business operations. Ensuring operational stability during restructuring has been a critical aspect of our
strategic planning process.
Community
In restructuring the Global Marketing function and aligning leadership with strategic goals, the Company can better support initiatives in the
communities in which we operate.
The environmental impact
By integrating marketing with sustainability, this restructuring supports a more unified approach to responsible brand-building. It enables better
alignment between consumer engagement strategies and sustainable product innovation. Additionally, optimised resource allocation could lead to
reduced environmental footprint in marketing activities, improving sustainability practices across the organisation.
The impact on our reputation and the need to act fairly
By acting fairly and communicating changes openly, the Company seeks to strengthen trust among employees, stakeholders, and consumers, and
enhance a reputation for integrity, innovation, and sustainability.
The Strategic Report from pages 2 to 47 was approved by the Board of Directors on 16 September 2025 and signed on its behalf by:
Kareem Moustafa
General Counsel and Company Secretary
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Chair’s Introduction to Governance
DEAR SHAREHOLDER
I am pleased to present this Governance Report for the year ended
31 May 2025 on behalf of the Board.
This Governance Report outlines the principles, policies, and practices
that guide our Company’s leadership and decision-making. As a
publicly listed company, we remain committed to upholding the
highest standards of corporate governance, ensuring transparency,
accountability, and long-term value creation for our stakeholders. Our
approach is rooted in strong ethical foundations and a commitment to
responsible business practices, ensuring that we operate with integrity
while driving sustainable growth.
As detailed in the Strategic Report, this year has seen important strategic
progress, including agreeing a transaction to sell our 50% share in PZ
Wilmar, our edible oils business. This supports our goal of a simpler,
more sustainable operation. We have also continued to face notable
market challenges. The Board has therefore continued to maintain its
active role with a smaller membership than previously, following the
Board changes which took place in 2023 and 2024.
We remain committed to continuous improvement and welcome
feedback from our stakeholders. By maintaining a robust governance
structure, we are confident in our ability to navigate challenges and seize
opportunities in an ever-changing landscape.
I encourage you to explore this report and gain insights into how we
uphold our governance commitments. Key areas of focus for the Board
during the year have been the following:
STRATEGY
The focus of this year has been on strategic activities and outcomes.
Information about the Board and decision-making in the context of
section 172 can be found on pages 46 to 47.
BOARD COMPOSITION AND ROLES
The Board is composed of a Non-Executive Chair, Chief Executive Officer,
Chief Financial Officer and four independent Non-Executive Directors.
Vivek Ahuja, Chair of the Audit and Risk Committee, was appointed to
the role of Senior Independent Director following the retirement of John
Nicolson in November 2024, and also to the Remuneration Committee.
Valeria Juarez was appointed to the Audit and Risk Committee. We believe
that these changes enhance our decision-making processes and ensure
diverse perspectives are provided.
BOARD EFFECTIVENESS
The Board’s internal review found it effective, with areas for improvement
noted in the 2025 evaluation on page 65. Effective governance is vital
and the Board acknowledges its role in this. Each Director continues to
perform effectively and shows strong commitment to their role.
SUCCESSION PLANNING
We have continued to focus this year on succession planning for the
Board and the Executive Committee. Effective succession planning
ensures continuity, fosters leadership development, and enhances
organisational resilience, ultimately driving sustained success.
DIVERSITY, INCLUSION AND EQUAL OPPORTUNITY
Recognising the impact of diversity, the Board acknowledges it as a
cornerstone for fostering innovation, enhancing decision-making, and
cultivating an inclusive organisational culture. By embracing diverse
perspectives, we not only enrich our ethos and values but also ensure that
our business strategies are reflective of the varied experiences and insights
of our workforce. This commitment to diversity strengthens our ability to
meet the needs of a global market and drives sustainable success.
The Inclusion and Diversity Policy for Board and Executive Committee
appointments is available in full on the Company’s website.
STAKEHOLDER ENGAGEMENT
Throughout the year, updates on shareholder feedback and key areas
of focus are reviewed by the Board. The Chair and Committee Chairs
remain accessible for questions, while Directors actively engage
through AGMs or meetings arranged by the Investor Relations team.
By interacting with shareholders, Directors gain an understanding of
their perspectives and this helps them in assessing strategic decisions.
To read more on our dialogue with stakeholders, see page 43.
OUTLOOK
The Board will continue to engage very closely on the strategic decisions
ahead and it will continue to oversee Company performance.
ANNUAL GENERAL MEETING
Our AGM will be held at the Company’s offices, Manchester Business
Park, 3500 Aviator Way, Manchester, M22 5TG at 10:30am on
20 November 2025. My fellow Directors and I look forward to
meeting shareholders and welcome your feedback at the AGM
or any time during the year.
David Tyler
Non-Executive Chair
16 September 2025
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TENURE GENDER DIVERSITY ETHNIC BACKGROUND BOARD COMPOSITION
0-3 Years
3-6 Years
Female
Male
Mixed/Multiple
Asian/Asian British
White British or other White
Executive
Non-Executive
29%
71%
57%
43%
57%
14%
71%
29%
29%
BOARD DECISIONS
• Approval to sell the 50% equity stake in the PZ Wilmar joint venture.
• The decision to retain St.Tropez and set a new strategic direction for the brand, including the formation of a strategic partnership with
The Emerson Group.
BOARD AND COMMITTEE MEETING ATTENDANCE
Board members Member since Board
Audit and Risk
Committee ES Committee
Nomination
Committee
Remuneration
Committee
David Tyler 2022 7/7 – – 3/3 –
Jonathan Myers 2020 7/7 – 3/3 – –
Sarah Pollard 2021 7/7 – – – –
John Nicolson
1
2016 3/3 2/2 – 2/2 –
Kirsty Bashforth 2019 7/7 – 3/3 3/3 5/5
Jitesh Sodha 2021 7/7 5/5 – 3/3 4/5
Valeria Juarez
2
2021 7/7 3/3 3/3 3/3 5/5
Vivek Ahuja
3
2024 7/7 5/5 – 3/3 2/2
1 Stepped down as a Director on 21 November 2024.
2 Appointed to the Audit and Risk Committee on 21 November 2024.
3 Appointed to the Remuneration Committee on 21 November 2024.
Governance at a Glance
EFFECTIVE GOVERNANCE UNDERPINS
ORGANISATIONAL CHANGE.
DIRECTORS’ CORE AREA OF EXPERTISE
• UK institutional shareholders • Retail experience • M&A, strategic partnerships
• Recent financial experience • Africa experience • M&A integration
• Remuneration experience • South-East Asia and ANZ experience • Business transformation
• Chair skills • Entrepreneurial experience • E-commerce
• Mentoring and coaching skills • Operational experience • Sales and marketing
• Sector experience • Strategy
All figures are as at the date of this Annual Report and Accounts.
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Our Board
Committees
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Designated Non-Executive
Director for employee
engagement
Executive
Environmental and Social
Impact Committee
Chair
Other
David Tyler
Non-Executive Chair
Jonathan Myers
Chief Executive Officer
Sarah Pollard
Chief Financial Officer
Vivek Ahuja
A
N
R
Senior Independent Director
Appointed: 2022
Skills and experience:
David Tyler joined the PZ Cussons
Board as a Non-Executive
Director in 2022, becoming Chair
in March 2023. His business
experience spans the consumer,
retail, business services and
financial services sectors. His
executive career (1974 to 2006)
was spent in financial and
general management at Unilever,
NatWest, Christie’s and GUS. Since
2007, he has had a non-executive
career, chairing Sainsbury’s,
Logica, Hammerson, 3i Quoted
Private Equity, the White
Company, Imagr, JoJo Maman
Bébé and Hampstead Theatre.
He has also been a Non-Executive
Director at Experian, Burberry,
Reckitt Benckiser and Rubix.
David currently chairs Domestic
& General and the Government-
backed Parker Review on ethnic
diversity in UK business.
Other appointments:
• Director and Chair of
Domestic & General Limited
Appointed: 2020*
Skills and experience:
Jonathan is an experienced
FMCG executive, having worked
for several well-known global
branded consumer goods
businesses across a range of
categories including beauty,
personal care, home care and
food. Prior to joining PZ Cussons,
he was Chief Operating Officer at
Avon Products Inc, with overall
responsibility for supply chain,
marketing, digital, research and
development and IT functions
and was a core member of the
executive team delivering a
successful turnaround of the
business. He spent the first 21
years of his career at Procter &
Gamble, working across a wide
range of categories with extensive
experience in developed and
developing markets, progressing
to General Manager, oral care
and feminine care for the Greater
China Region. He has also held
senior leadership positions at
the Kellogg Company, serving
as Managing Director, UK and
Ireland and also Vice President,
European markets.
Appointed: 2024
Skills and experience:
Vivek is a global business leader
with over 30 years of senior
general management experience
in international financial services
and private equity. In his executive
career, he was most recently
CEO of Terra Firma, a leading
European Private Equity firm, and
prior to that, Deputy Group CFO
at Standard Chartered plc. He is
an experienced non-executive
director, and is a Non-Executive
Director of Aberdeen Group plc
and Investec plc, and serves on
the Council at King’s College
London. With extensive board and
chair roles as an Investor Director,
Vivek brings a wealth of strategic
and financial expertise to multi-
sector businesses.
Other appointments:
• Non-Executive Director of
Aberdeen Group plc
• Non-Executive Director of
Ebury Partners Limited
• Non-Executive Director of
Investec plc, Investec Bank plc
and Investec Limited
• Council member of King’s
College London
• Non-Executive Director of
The Royal Free London NHS
Foundation Trust
Appointed: 2021*
Skills and experience:
Sarah joined PZ Cussons from
Nomad Foods, Europe’s leading
frozen food company, where
she served as Deputy Chief
Financial Officer. Prior to that,
she was Finance Director for
their Birds Eye business. Sarah
is a chartered management
accountant, having qualified with
PricewaterhouseCoopers (PwC),
and subsequently worked in
investment banking, specifically
in mergers and acquisitions at
Deutsche Bank. Prior to Nomad
Foods, Sarah held a number
of senior finance positions at
Diageo, Tesco and Unilever.
She has worked in commercial,
operational and corporate
finance roles including investor
relations and so brings with
her a deep understanding of
creating shareholder value in the
consumer goods sector.
* All Directors were independent on appointment except for Jonathan Myers and Sarah Pollard.
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Kirsty Bashforth
R
D
E
N
Non-Executive Director
Jitesh Sodha
N
R
Non-Executive Director
Valeria Juarez
E
A
N
R
Non-Executive Director
Appointed: 2019
Skills and experience:
Kirsty is an experienced
remuneration committee chair
and holds specific expertise in
organisational culture and change
management. In her executive
career of more than 30 years,
she is currently Chief People
& Culture Officer at Delinian
Trading Ltd., having completed a
three-year assignment as Chief
Business Officer at Diaverum AB,
and 24 years at BP plc in senior
executive positions, including
Group Head of Organisational
Effectiveness and leading the
strategic co-ordination of the
company’s global B2B business.
Kirsty also chairs the Corporate
Responsibility Committee at
Serco Group plc.
Other appointments:
• Non-Executive Director
of Serco Group plc
(Chair of the Corporate
Responsibility Committee)
Appointed: 2021
Skills and experience:
Jitesh is an experienced FTSE
director. Jitesh was most recently
Chief Financial Officer at Spire
Healthcare Group plc, was Chair
of the Sustainability Committee
from 2018 to 2024, and sat on the
Disclosure Committee, Executive
Committee and Safety, Quality
and Risk Committee. Prior to
that, Jitesh was Chief Financial
Officer at De La Rue between
2015 and 2018, and at Greenergy
International, Mobile Streams,
where he led their IPO, and
T-Mobile International UK.
Appointed: 2021
Skills and experience:
Valeria is an international
business leader with a focus
on digital, brand-building, and
business transformation. She
currently leverages her 27 years
of executive experience to drive
impact across a plural portfolio
of non-executive and advisory
roles. This includes serving
as a Non-Executive Director
at Hunter Douglas Group Ltd.
and providing strategic advice
to lifestyle brands and digital
start-ups. Her executive career
spans leadership positions in
both developed and emerging
markets at Ralph Lauren, Amazon,
Diageo, Boston Consulting
Group, and Procter & Gamble.
She brings extensive experience
in general management, digital
strategy, commercial operations,
innovation, and marketing
across branded consumer goods,
fashion, and online retailing.
Other appointments:
• Non-Executive Director of
Hunter Douglas Group Limited
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Our Executive Committee
Sarah Pollard
Chief Financial Officer
Appointed to current role: 2021
Rob Spence
Managing Director – Europe
Appointed to current role: 2024
Steve Noble
Chief Supply Chain Officer
Appointed to current role: 2021
Ningcy Yuliana
Managing Director – Asia
Appointed to current role: 2023
Jonathan Myers
Chief Executive Officer
Appointed to current role: 2020
Oghale Elueni
Managing Director – Africa
Consumer Business
Appointed to current role: 2023
Alastair Smith
Managing Director – ANZ
Appointed to current role: 2022
Cath Bailey
Chief People Officer
Appointed to current role: 2023
Kareem Moustafa
General Counsel and
Company Secretary
Appointed to current role: 2024
Dimitris Kostianis
Transformation Leader, and Chief
Executive Officer – PZ Cussons
Nigeria Plc
Appointed to current role: 2023
Paul Yocum
Chief Growth and
Marketing Officer
Appointed to current role: 2024
Abby Adderley
Chief Information Officer
Appointed to current role: 2025
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Board Activity at a Glance
In line with the annual rolling agenda, the Board considered a number of topics on a regular basis. These included the following standing agenda items:
• Executive reports, including operational and financial performance, market summaries, health and safety, and other matters
• Strategy and strategic projects
• Reports from each Board Committee following Committee meetings
• Reports from the designated Non-Executive Director for employee engagement
• Governance, compliance and legal matters.
In addition to the standing items, the matters set out below were considered and approved.
STRATEGY
Board matters discussed Stakeholders affected Link to strategy
FY25 Strategy Day
• Portfolio transformation
• Organic growth
• M&A ambitions
• Organisational design
• Customers/Consumers
• Investors
• Communities – Environment
• Suppliers
Strategic review of brands and geographies • Customers/Consumers
• Investors
• Employees
• Communities
• Suppliers
ES matters and frameworks • Communities
• Investors
• Employees
Diversity, Equity & Inclusion update • Employees
OPERATIONS
Board matters discussed Stakeholders affected Link to strategy
Reviews of businesses:
• Africa
• ANZ
• Childs Farm
• Indonesia
• UK and Ireland
• Investors
• Customers/Consumers
• Suppliers
• Employees
Serve Consumers Reduce Complexity
Link to
strategy
Build Brands
Grow Sustainably
Develop People
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FINANCE
Board matters discussed Stakeholders affected Link to strategy
Central costs and efficiencies • Investors
• Suppliers
• Employees
Results reporting, including Annual Report and Accounts • Investors
• Employees
Dividend payments • Investors
Principal and emerging risks • Investors
• Employees
• Community
Budget approval • Employees
• Investors
Group tax strategy • Investors
GOVERNANCE
Board matters discussed Stakeholders affected Link to strategy
Director reappointment and Board composition • Employees
• Investors
Shareholder communications including Annual
General Meeting
• Investors
Governance disclosures including Modern Slavery
Statement
• Employees
• Community
Board and Committees evaluation • Customers/Consumers
• Investors
• Communities – Environment
• Suppliers
Review of Board policies
Board reserved matters
Statement of Board responsibilities
Terms of Reference
• Investors
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Corporate Governance Statement 2025
This Corporate Governance Statement as required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules 7.2 (DTR
7.2), together with the rest of the Corporate Governance Report and the Committee Reports, forms part of the Report of the Directors and has been
prepared in accordance with the principles of the Financial Reporting Council’s UK Corporate Governance Code 2018 (the 2018 Code). The 2018
Code is the standard used for evaluation in the year ended 31 May 2025. A copy of the 2018 Code can be found on the Financial Reporting Council’s
website: www.frc.org.uk. The Company will report against the 2024 UK Corporate Governance Code (the 2024 Code) in the FY26 Annual Report, the
2024 Code applying to accounting periods beginning on or after 1 January 2025.
Additional requirements under DTR 7.2 are covered in greater detail throughout the Annual Report and Accounts for which we provide reference
as follows:
The Company’s obligation is to state whether it has complied with the relevant principles and provisions of the 2018 Code, or to explain why it has not
done so up to the date of this Annual Report and Accounts. The Company has complied with the principles and provisions of the 2018 Code during
the financial year ended 31 May 2025.
The following pages will outline how the Company complies with the principles and provisions of the 2018 Code. Where supporting information is
found outside of or in addition to this Governance Report, the page reference is given in the tables below.
BOARD LEADERSHIP AND COMPANY PURPOSE
Code Principle and Description Annual Report and Accounts Reference
A Effective Board • Nomination Committee Report
See page 63
B Purpose, strategy, values and culture • Strategic Report
See pages 3 and 16
C Prudent and effective controls
and Board resources
• Strategic Report – How we manage risk
See page 30
D Stakeholder engagement • Creating a dialogue with our stakeholders
See page 43
E Workforce policies and practices
• Non-Financial Information and Sustainability Statement
• Audit and Risk Committee Report
See pages 46 and 66
Effective Board
The Board understands that its role is to provide leadership and set the purpose, values and standards of the Company and the Group. PZ Cussons’
strategy and business model are set out on pages 3 and 8 of the Strategic Report and describes the basis upon which the Company generates and
preserves value over the long term.
The Company is led by an effective and entrepreneurial Board, whose role is to promote the long-term sustainable success of the Company, thereby
generating value for investors and contributing to wider society.
An internal Board evaluation was carried out in April and May 2025.
For more on this, see the Nomination Committee Report on page 65
Directors have the right to raise concerns at Board meetings and can ask for those concerns to be recorded in the Board minutes. The Group has also
established a procedure which enables Directors, in relevant circumstances, to obtain independent professional advice at the Company’s expense.
Board development and training
The Chair is responsible for leading the development, and monitoring the effective implementation, of training policies and procedures for the
Directors. On appointment, each Director receives a formal and tailored induction. There is also a programme of ongoing training for Directors.
The Directors are committed to their own ongoing professional development and the Chair discusses training with each Non-Executive Director at
least annually. The Board undertakes a cycle of training on relevant corporate governance matters and matters relevant to operational and strategic
objectives. Training is typically provided by the Company’s external advisers.
The Group’s risk management and internal control are found on page 68
Information with regards to share capital is presented in the Report of the Directors from page 95
Information on Board and Committee composition can be found on page 49
Information on Board diversity including the Board Inclusion and Diversity Policy can be found on page 64
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Stakeholder engagement
We recognise the importance of clear communication and proactive engagement with all of our stakeholders. During the year under review, the Board
used various engagement channels to receive valuable feedback from our key stakeholders.
For more details, see our Section 172(1) Statement: Creating a dialogue with our stakeholders on page 43
STATEMENT OF ENGAGEMENT WITH EMPLOYEES
The Board recognises that employee engagement is the responsibility of the whole Board and that our employees are our biggest asset. The Board
has an approved plan setting out agreed principles on engagement, core themes to address based on feedback from the global employee survey and
a calendar of events to ensure engagement takes place across the year, and across all business units and functions.
Designated Non-Executive Director for employee engagement
In line with the 2018 Code, Kirsty Bashforth is our designated Non-Executive Director for employee engagement with responsibility for ensuring that
the Board engages effectively with our workforce.
Workforce concerns
Core themes for the year have been:
• Encouraging employees to be bold, critical thinkers who strive to win
• Fostering employee resilience and focus during organisational change
• Explaining the strategy and the role played by individuals and teams in our success.
Engagement methods
Examples of engagement have included the following, with many attended by Kirsty Bashforth:
• Market visits by Non-Executive Directors
• Employee focus groups about our culture and what it means to join PZ Cussons and work for us, now and in future
• Global employee events, for example, regular global Town Halls and our International Women’s Day event joined by the Chair and other Directors
• Training sessions equipping line managers and teams to understand how organisational change is managed and their role in the process
• Quarterly business updates and business unit events.
For more details, see People and Culture on page 16
Purpose, culture and values
Our business model is underpinned by our purpose, culture and values, and the strategy that the Board has set. The Board continues to understand,
monitor and assess the Company’s culture through various methods, including:
• Employee engagement: The Board receives an annual report from management on the results of the employee engagement survey which gives
the Board insights into workforce experiences and concerns, ensuring alignment with our culture, purpose, and strategic priorities. The designated
Non-Executive Director for employee engagement also provides regular reports to the Board.
• Safety: The Board receives regular reports on health and safety through the CEO Report to each Board cycle.
• Site visits: Directors conduct site visits and experience the culture first hand and deepen their understanding of our business. During the course of
the year, following his appointment, Vivek Ahuja visited our Nigeria and Indonesia businesses and interacted with employees.
• Policies and procedures: Practices and processes are in place to support our culture, covering areas like sustainability, ethical conduct, anti-bribery,
and whistle-blowing. These policies are reviewed and updated as necessary.
• Whistle-blowing: The Board, through the Audit and Risk Committee, reviews reports against the Group’s Code of Ethical Conduct, including from
the Group’s whistle-blowing facility, and evaluates the effectiveness of these arrangements.
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STATEMENT OF ENGAGEMENT WITH OTHER BUSINESS RELATIONSHIPS
The Directors have regard for the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that
regard, including on the principal decisions taken by the Company during the financial year.
This statement should be read in conjunction with our Section 172(1) Statement: Creating a dialogue with our stakeholders on page 43,
the Non-Financial Information and Sustainability Statement on page 42 and Board principal decisions on pages 46 and 47
DIVISION OF RESPONSIBILITIES
Code Principle and Description Annual Report and Accounts Reference
F Role of the Chair • Our Board
See page 50
G Independence
• Our Board
• Nomination Committee Report
See pages 50 and 63
H External commitments • Our Board
See page 50
I Board function • Corporate Governance Statement
See page 56
Board roles
The responsibilities of the Chair, Chief Executive Officer, Senior Independent Director and Board and Board Committees are clear, set out in writing
and regularly reviewed by the Board. There is a clear division between the Executive and Non-Executive responsibilities.
Role Responsibilities
Chair of the Board
David Tyler
The Chair of the Board is responsible for ensuring overall Board and individual Director effectiveness and for creating and
embedding the right governance framework within the Board. Specific responsibilities include:
• Effective running of the Board including setting the agenda and ensuring that the Board plays a full and constructive part in
the approval of the Group’s strategy and overall commercial objectives;
• Ensuring members of the Board receive accurate, timely and clear information;
• Reviewing and agreeing training and development for the Board;
• Ensuring an appropriate balance is maintained between Executive and Non-Executive Directors with the skills, experience
and expertise to provide guidance, challenge and oversight to the Board and executive management;
• Ensuring there is effective communication with the Group’s shareholders and other stakeholders;
• Ensuring that the performance of the Board as a whole, its Committees and individual Directors is formally evaluated; and
• Promoting high standards of integrity and corporate governance throughout the Group, particularly at Board level.
Chief Executive Officer
Jonathan Myers
The Chief Executive Officer is accountable to the Chair and the Board for providing timely, accurate and clear information in
relation to the Group’s performance and delivery of its strategy and overall commercial objectives. Specific responsibilities include:
• Developing the Group’s objectives and strategy for approval by the Board, and with regard for the Group’s shareholders,
customers, employees and other stakeholders;
• The successful achievement of objectives and execution of the Group’s strategy;
• Managing the Group’s risk profile in line with the Company’s risk appetite and ensuring that effective internal controls are in place;
• Ensuring effective communications with shareholders;
• Executive management matters affecting the Group and leading the Executive Committee;
• Promoting and conducting the affairs of the Group with standards of integrity and corporate governance that align to the
Group’s integrity and purpose;
• Advising and making recommendations in respect of management succession planning and to make recommendations on
the terms of employment and remuneration of the Executive Committee;
• Ensuring open, honest and transparent dialogue between the Board and the Executive Committee;
• Ensuring, with the support of the Company Secretary, that the Executive Committee complies with its delegated authority
and the matters reserved for the Board;
• Leading and overseeing the development and implementation of good governance policies relating to whistle-blowing,
insider dealing, disclosure, anti-corruption, safety and sustainability;
• Promoting an entrepreneurial and ethical culture which welcomes and supports a diverse workforce; and
• Championing the Group’s values and behaviours.
Corporate Governance Statement 2025 continued
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Role Responsibilities
Chief Financial Officer
Sarah Pollard
The Chief Financial Officer’s specific responsibilities include:
• Implementing the Group’s financial strategy, including balance sheet management and capital allocation;
• Supporting the Chief Executive Officer in the delivery of the Group’s strategy and financial performance; and
• Overseeing financial reporting and internal controls.
Senior Independent
Director
Vivek Ahuja
The Senior Independent Director’s specific responsibilities include:
• Acting as a sounding board for the Chair and serving as intermediary for the other Directors when necessary;
• Being available for confidential discussions with other Non-Executive Directors;
• Evaluating the Chair’s performance as part of the Board’s evaluation process and ensuring that an independent evaluation
of the performance of the Chair is completed by an external evaluator at least once every three years;
• Chairing meetings of the Non-Executive Directors or other meetings where appropriate; and
• Being available to shareholders should the occasion occur when there is a need to convey concern to the Board other than
through the Chair or the Chief Executive Officer.
Non-Executive Directors The Non-Executive Directors’ specific responsibilities include:
• Contributing to the development of the Group’s strategy;
• Promoting and supporting the Group’s values and commitment to high standards of corporate governance; and
• Reviewing, oversight and constructive challenge of the Executive Committee on the delivery of the Company’s objectives
and strategy.
GOVERNANCE FRAMEWORK
The Board recognises that a good governance structure is not static but allows the Group to grow and develop.
The Board has overall authority for the management and conduct of the Group’s business, strategy and development and is responsible for ensuring
that this aligns with the Group’s culture. The Board ensures the maintenance of a system of internal controls and risk management (including
financial, operational and compliance controls) and reviews the overall effectiveness of the systems in place. The Board delegates the day-to-day
management of the business to the Executive Directors and the Executive Committee. There is a schedule of matters reserved for the Board’s decision
which forms part of a delegated authority framework. Matters for the Board’s decision include approval of the Group’s strategy and objectives, setting
the purpose and values of the Group, annual budget, material agreements and major capital expenditure. The schedule is reviewed regularly to
ensure that it is kept up to date with any regulatory changes and is fit for purpose.
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THE BOARD DELEGATES RESPONSIBILITY FOR CERTAIN MATTERS TO ITS PRINCIPAL COMMITTEES*
The Board’s role is to provide leadership and set the purpose, values and standards of the Company and the Group.
The Board has ultimate responsibility for the long-term success and sustainability of the business. It approves the
Group’s long-term objectives and commercial strategy and provides oversight of the Group’s operations.
The Board has delegated responsibility for the delivery of the Group’s strategy and the day-to-day operational performance
of the business to the Executive Directors who work closely with the wider Executive Committee to deliver this strategy.
Audit and
Risk Committee
Reviewing the Group’s
accounting and financial
policies, its disclosure
practices, internal
controls, internal audit
and risk management,
and overseeing all matters
associated with appointment,
terms, remuneration and
performance of the
External Auditor.
Nomination
Committee
Ensuring that the structure,
size and composition of the
Board and the Executive
Committee are best suited
to deliver the Company’s
strategy and meet current
and future needs.
Remuneration
Committee
Reviewing and recommending
the framework and policy
for remuneration of the
Executive Directors and
senior executives.
Environmental and Social
Impact (ES) Committee
Approving the Group’s ES
strategy and performance
targets, monitoring
performance by the Group
against its ES strategy and
how the Group engages with
key stakeholders.
THE BOARD
THE EXECUTIVE COMMITTEE
Corporate Governance Statement 2025 continued
* In addition to its principal Committees, the Board, from time to time, deals with certain matters in other Committees, both formal and ad hoc.
Terms of Reference for each Committee listed above are available on the Company’s website.
BALANCE OF INDEPENDENCE
The Board currently comprises four independent Non-Executive Directors (excluding the Chair) and two Executive Directors. The Board is of the
opinion that the Non-Executive Directors remain independent, in line with the definition set out in the 2018 Code and are free from any relationship
or circumstances that could affect, or appear to affect, their independent judgement. The Chair was independent on appointment.
CONFLICTS OF INTEREST
The Company Secretary keeps a register of all Directors’ interests. The register sets out details of situations where each Director’s interest may conflict
with those of the Company (situational conflicts). The register is considered and reviewed at each Board meeting so that the Board may consider and
authorise any new situational conflicts identified.
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COMPANY SECRETARY
All Directors have access to the advice of the Company Secretary. The appointment and remuneration of the Company Secretary is a matter for
the Board.
BOARD TIME COMMITMENTS
All Directors are required to obtain permission of the Board in respect of any proposed appointments to other listed company boards prior to
committing to them. The Non-Executive Directors are required, by their letters of appointment, to devote sufficient time to meet the expectations
of their role as required by the Board from time to time. The Board remains satisfied that all the Directors spend this amount of time on Board and
Committee activity.
BOARD AND COMMITTEE MEETING ATTENDANCE
Each of the Directors has committed to attend all scheduled Board and relevant Committee meetings and has committed to make every effort to
attend ad hoc meetings, either in person or by telephone/video call. During the year, the Chair and Non-Executive Directors met without the Executive
Directors being present at the end of each scheduled Board meeting. The Non-Executive Directors also meet without the Executive Directors and the
Chair present at least once a year. The table on page 49 sets out the membership and attendance of Directors at the scheduled Board and Committee
meetings held during the year. Attendance is shown as the number of meetings attended by every Director eligible to attend.
For the Board and Committee meeting attendance table, see page 49
BOARD ACTIVITY
During the year, the Board held six scheduled meetings and a Board strategy day. A rolling agenda and forward calendar have been agreed and the
agenda for each meeting is agreed with the Chair and Executive Directors. Board papers are circulated to Directors in advance of the meetings. If a
Director cannot attend a meeting, he or she is able to consider the papers in advance of the meeting and will have the opportunity to discuss them
with the Chair or Chief Executive Officer and to provide comments.
In line with the annual rolling agenda, the Board considered a number of topics on a regular basis.
For more details, see pages 54 to 55
BOARD COMPOSITION, SUCCESSION AND EVALUATION
Code Principle and Description Annual Report and Accounts Reference
J Appointments to the Board • Our Board
See page 50
K Board composition, skills and experience
• Our Board
• Nomination Committee Report
See pages 50 and 63
L Evaluation • Nomination Committee Report
See page 65
Appointments to the Board
There were no Board appointments during the year.
Skills, experience and knowledge
Our Board is a diverse and effective team, focused on promoting the long-term success of the Group for the benefit of all stakeholders.
For more details, see pages 49 to 51 for:
• Directors’ core areas of expertise
• Gender diversity
• Ethnic background
• Tenure
• Independence
• External appointments
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Corporate Governance Statement 2025 continued
AUDIT, RISK AND INTERNAL CONTROL
Code Principle and Description Annual Report and Accounts Reference
M Effectiveness of External Auditor and internal
audit and integrity of accounts
• Audit and Risk Committee Report
See page 67
N Fair, balanced and understandable assessment
of Company’s prospects
• Audit and Risk Committee Report
• Report of the Directors
See pages 70 and 99
O Internal financial controls and
risk management
• Risk Management and Principal Risks
• Audit and Risk Committee Report
See pages 30 and 68
The Board’s objective is to give shareholders a fair, balanced and understandable assessment of the Group’s position and prospects for the business
model and strategy and it has responsibility for preparing the Annual Report and Accounts. The Board is also responsible for maintaining adequate
accounting records and seeks to ensure compliance with statutory and regulatory obligations. You can find an explanation from the Directors about
their responsibility for preparing the financial statements in the Statement of Directors’ responsibilities in the Report of the Directors on page 97.
For more details see:
• Financial reporting page 70
• Significant financial judgements page 68
• Internal financial controls pages 68 to 69
• Assurance over external reporting pages 100 to 107
• Internal and external audit pages 66 to 70
• Auditor onboarding page 70
• Risk management pages 30 to 38
• Business continuity and disaster recovery page 34
• Cybersecurity page 34
• Report on the Directors’ Remuneration page 84
REMUNERATION
The Code provides that remuneration policies and practices must be designed to support the Company’s strategy and promote long-term sustainable
success. The Board delegates responsibility to the Remuneration Committee, comprised of exclusively independent Non-Executive Directors, to
ensure that there are formal and transparent procedures in place for developing the policy for the remuneration of Executive Directors and senior
management and the application of the policy.
Code Principle and Description Annual Report and Accounts Reference
P Linking remuneration purpose and strategy • Remuneration Committee Report
• Remuneration Policy
See pages 74 and 78
Q A formal and transparent procedure for
developing policy
• Remuneration Policy
See page 78
R Independent judgement and discretion • Remuneration Committee Report
See page 74
The Remuneration Committee Report sets out the Directors’ Remuneration Policy, how the Directors’ Remuneration Policy was applied throughout
FY25 and how it will be applied during FY26.
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Nomination Committee Report
DEAR SHAREHOLDERS
On behalf of the Board, and as Chair of the Nomination Committee,
I am pleased to present its report for the year ended 31 May 2025.
During the year, the Committee focused its time on Board and Executive
Committee succession planning and its internal Board evaluation.
Consideration was also given to the implications of the change in Board
composition on the membership of its Committees. Succession planning
for the Board, its Committees and the Executive Committee will continue
to be a key focus for FY26.
HOW THE COMMITTEE OPERATES
The Committee meets a minimum of twice a year and more frequently
as necessary. During the year, the Committee met formally twice.
Only members of the Committee are entitled to attend the meetings.
Other individuals, such as the Chief Executive Officer, Chief People
Officer and external advisers, may be invited to attend all or parts of any
meeting as and when appropriate. The Committee, however, ensures
that it dedicates sufficient time to discussions without advisers present
to facilitate candid exchanges of views by its members and to ensure the
independence of the Committee is maintained.
BOARD AND COMMITTEE MEMBERSHIP
During the year, the Committee considered the membership of
the Board and its Committees ahead of the planned retirement of
John Nicolson in November 2024. There are no current plans to
appoint any further Non-Executive Directors but this matter will be
considered again during the course of FY26, in particular, in the light
of strategic developments.
The Committee considered and recommended to the Board that Vivek
Ahuja be appointed Senior Independent Director and a member of the
Remuneration Committee and Valeria Juarez be appointed to the Audit
and Risk Committee, both with effect from the conclusion of the 2024
AGM. The memberships of each Committee can be seen on page 49.
Kirsty Bashforth continues to be the designated Non-Executive Director
for employee engagement.
INDEPENDENCE
In line with the definition set out in the UK Corporate Governance Code,
the Nomination Committee is of the opinion that the Non-Executive
Directors are free from any relationship or circumstances that could
affect, or appear to affect, their independent judgement. The Chair was
independent on appointment. The balance of Directors (excluding the
Chair) was two Executive Directors and four independent Non-Executive
Directors, at the date of this report.
The Board complies with the provisions of the Code requiring each
Director to seek re-election annually. The existence of a group of
controlling shareholders (see the Report of the Directors on page 95)
and the election or re-election of independent Directors is subject to
a dual shareholder vote at the AGM, pursuant to which re-election or
election must be approved by a majority vote of the shareholders of
the Company and, separately, by a majority vote of the shareholders
excluding the controlling shareholders.
Priorities for 2026
• Monitor the development of succession plans for the Board, its
Committees, and senior management.
• Carry out an external Board evaluation.
Detailed responsibilities are set out in the Committee’s Terms of Reference,
which can be found on the Company’s website: www.pzcussons.com
Committee role
• Regularly assess the leadership and succession requirements of
the business.
• Regularly evaluate the structure, size, and composition of the
Board and its Committees.
• Identify and nominate candidates for Board vacancies for approval.
• Assess the Board’s diversity and balance of skills.
• Evaluate the performance of the Board.
• Ensure a diverse pipeline for succession.
David Tyler
Nomination Committee Chair
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SUCCESSION PLANNING AND LEADERSHIP DEVELOPMENT
The Committee is responsible for overseeing succession planning of
the Board and senior management within the Company. In the last 12
months, the Committee has enacted the senior management succession
plan with the appointment of two new Executive Committee members
who were on our succession plans. Our succession planning process is
ongoing in anticipation of further organisational changes, with a focus
on the Company becoming a leaner, more agile, and cost-efficient
organisation, with an emphasis on performance, pioneering leadership,
brand-building, and long-term innovation.
The Committee received a comprehensive review of succession plans for
Executive Committee roles and identified successors for a small group
of critical positions beyond the Executive Committee. The findings also
addressed talent review and gender diversity which provided confidence
in the pipeline of future leadership talent.
Aligned with the Strategy, a Leadership Framework has been developed
to define leadership behaviours and expectations. This framework
is being embedded into talent processes and recruitment, ensuring
alignment with the Company’s BEST values outlined on page 16.
The Committee continues to ensure that there is a robust leadership
pipeline, supported by effective succession planning and talent
development. The Committee will continue to monitor leadership
transitions and organisational changes to ensure alignment with the
Company’s plan for the long term.
GOVERNANCE MATTERS
The Terms of Reference were reviewed during the year to ensure that
they are compatible with the UK Corporate Governance Code 2024 (the
2024 Code) which applies to accounting periods beginning on or after
1 January 2025.
The Committee also reviewed the Director Appointment and Induction
Policy to align with the 2024 Code.
BOARD INCLUSION AND DIVERSITY
The Company is committed to having a diverse Board, including its
Committees, and Executive Committee that reflects our workforce and
consumers in our business locations. The Committee continues to keep
under review the Board’s skills and diversity as part of this commitment.
The Board has approved an Inclusion and Diversity Policy for Board and
Executive Committee appointments which is available in full on the
Company’s website.
The Committee acknowledges the significance of diversity and inclusion
in shaping a resilient and forward-thinking Board. The Committee
continues to welcome the findings of the Parker Review and supports its
mission to enhance ethnic diversity within UK boardrooms. Our Board
composition exceeds the targets set out in the Parker Review by having
three Directors from a minority ethnic background. We are equally
supportive of the FTSE Women Leaders Review. The Board meets the
40% female representation target and continues to meet the target for
at least one senior board position to be held by a woman.
The Company makes decisions based on merit, objective criteria, and
the needs of the Board and Executive Committee, while considering
diversity, inclusion, and equal opportunity.
The Company uses external recruitment agencies that follow the
voluntary code of conduct on diversity and best practices or have
equivalent commitments to inclusion and diversity.
BOARD AND EXECUTIVE MANAGEMENT DIVERSITY DATA
We report our Board and executive management diversity data as follows
as at our chosen reference date of 16 September 2025 (the date of this
Annual Report and Accounts) further to the UK Listing Rules requirements.
As at 31 May 2025 and 16 September 2025, the Board included three
women Directors representing 43% of the Board. One of the four senior
positions on the Board was held by a woman and three Directors were
from a minority ethnic background.
The names of our Board and Executive Committee members are set out
on pages 50 to 52.
Board and executive management reporting on gender identity
or sex
No. of
Board
members
%
of the
Board
No. of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
No. in
executive
management
1
% of
executive
management
Men 4 57 3 8 67
Women 3 43 1 4 33
Other categories 0 – 0 0 –
Not specified/
prefer not to say 0 – 0 0 –
1 Executive management means the Executive Committee (the most senior executive body below
the Board). The Chief Executive Officer and Chief Financial Officer are included in the data fields
for both the Board and the Executive Committee as they are members of both respectively.
Board and executive management reporting on ethnic background
No. of
Board
members
%
of the
Board
No. of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)
No. in
executive
management
1
% of
executive
management
White British
or other White
(including minority-
white groups) 4 57 3 9 75
Mixed/Multiple
Ethnic groups 1 14 0 1 8
Asian/Asian British 2 29 1 1 8
Black/African/
Caribbean/
Black British 0 0 0 1 8
Other ethnic group 0 0 0 0 0
Not specified/prefer
not to say 0 0 0 0 0
1 Executive management means the Executive Committee (the most senior executive body below
the Board). The Chief Executive Officer and Chief Financial Officer are included in the data fields
for both the Board and the Executive Committee as they are members of both respectively.
Nomination Committee Report continued
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Data in relation to the gender of employees is collected voluntarily
via our people management information system Workday, through
which the individual self-reports their gender identity (or specifies they
do not wish to report such data). The criteria of the standard form
questionnaire are fully aligned to the definitions specified in the UK
Listing Rules, with individuals requested to specify: self-reported gender
identity. Selection from ‘a’ male; ‘b’ female; ‘c’ other category/please
specify; ‘d’ not specified (due to local data privacy laws); or ‘e’ prefer not
to say. For Non-Executive Board members, we collect data voluntarily
through a manual process.
Data in relation to ethnicity is currently collected via a manual process.
Each individual Board member and member of the Executive Committee
is requested to self-report ethnic background in accordance with the
classifications prescribed in the UK Listing Rules, as designated by the UK
Office of National Statistics. As set out in the table on page 64, these are
‘a’ White British or other White; ‘b’ Mixed or Multiple Ethnic Groups; ‘c’
Asian or Asian British; ‘d’ Black; ‘e’ Other ethnic group/please specify; or
‘f’ not specified/prefer not to say.
2025 BOARD AND COMMITTEE EVALUATION
To evaluate its own effectiveness, in accordance with best practice
and the requirements of the 2018 Code, the Board undertakes
annual effectiveness reviews using a combination of externally
facilitated and internally run evaluations over a three-year cycle, with
an externally facilitated evaluation in year one followed by internally
run evaluations in years two and three. Each process is facilitated by
the Company Secretary, working with the Chair.
The Board made progress on the priorities it set in the
2024 evaluation, focusing on strategic options and portfolio
transformation, and leveraging Non-Executive Directors’ expertise.
Strategic project oversight was prioritised in Board agendas. Talent
development and leadership remained a central theme. The Board
also maintained active oversight of its own composition.
The Board recognises the importance of continually monitoring and
improving its performance. In accordance with the three-year cycle,
an internal evaluation took place this year facilitated by the
Company Secretary.
David Tyler
Nomination Committee Chair
16 September 2025
SENIOR MANAGEMENT AND THEIR DIRECT REPORTS
In line with the 2018 Code, the gender balance of those in
senior management, considered to be the Executive Committee
members, and their direct reports (excluding administrative
staff) at 31 May 2025 are disclosed. The names of our Executive
Committee members are set out on page 52.
53%
47%
Male
Female
Process Conclusions and actions agreed from 2025 evaluation
The 2025 internal Board evaluation report was compiled through
the completion of surveys issued to the Board. All Directors
submitted responses.
The Board evaluation also included a review of the Audit and Risk
Committee and the Remuneration Committee. Questions in the main
Board evaluation were also specifically related to the Nomination
Committee, Chair and Senior Independent Director.
• Establish strategic priorities that will define the Company’s
long-term direction to deliver sustainable, profitable growth
once the outcomes of significant strategic portfolio interventions
are complete.
• Ensure the operating model of the Company evolves to reflect the
new strategic priorities once the outcomes of strategic portfolio
interventions are complete. This must have a sustainable cost
structure which is fit for purpose.
• Allocate sufficient Board agenda time for full reviews and analysis
of market trends, competitive intelligence, and related insights.
This will be done at least twice a year.
• Reaffirm and reignite the BEST values, ensuring they are deeply
embedded in all aspects of the business following right-sizing
and changes to structure.
• Continue executing the established framework for assessing
and reporting on material controls, ensuring full alignment
with the 2024 Corporate Governance Code. Maintain focus
on finalising key assessments and documentation required
for Board attestation.
The findings and recommendations of the evaluation were presented
to and considered by the Board at its May 2025 meeting.
The Audit and Risk and Remuneration Committees considered the results
of their own evaluations.
A number of recommendations were made to the Board and
actions agreed.
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Audit and Risk Committee Report
DEAR SHAREHOLDERS
I am pleased to present the Committee’s report for the financial year
ended 31 May 2025 which sets out a summary of the work of the
Committee and how it has carried out its responsibilities during the year.
The Committee has continued to monitor the embedding of the
processes and controls that have been designed as part of our ongoing
controls improvement programme (Controls Transformation); the
Committee sees the main benefits of this programme relating to risk
reduction. The importance of the Controls Transformation work has
been heightened by regulatory change and Corporate Governance Code
reform. The Committee recognises the continued progress in this area
and supports management to retain focus on improving the overall
control environment.
The Committee recognises that Internal Audit and Risk plays a key role
in controls improvement and ensuring cultural changes are embedded.
While this is critical it can be difficult to measure and quantify.
HOW THE COMMITTEE OPERATES
The Committee meets a minimum of three times a year and more
frequently as necessary. During the year, the Committee met five times.
This enabled a focus on the full-year and interim results in September
and February respectively and a focus on internal audit, risk, controls
and audit planning in the remaining meetings.
Only members of the Committee are entitled to attend the
meetings. However, other Directors and other individuals (including
representatives of external advisers) are invited to attend for all or parts
of any meeting as and when appropriate. The Chief Financial Officer,
Group Internal Audit and Risk Director, and External Audit lead partner
are invited to attend meetings of the Committee on a regular basis.
During the year, the Chair of the Board, the Chief Executive Officer and
other members of the management team routinely attended to review
specific risks and mitigating action plans.
The Company Secretary acts as secretary to the Committee.
The experience of the Committee members, including myself, is
summarised on pages 50 and 51. The Board considers each Committee
member is independent and has a broad and diverse spread of
commercial and relevant industry experience, such that the Board is
satisfied that the Committee has the appropriate skills and experience to
be fully effective and meets the 2018 Code requirement that at least one
member has significant, recent and relevant financial experience.
RELATIONSHIP WITH THE EXTERNAL AUDITOR
The Committee has primary responsibility for managing the relationship
with the External Auditor, including assessing their performance,
effectiveness and independence annually and recommending to the
Board their reappointment or removal.
Jonathan Studholme has been lead partner since the appointment of
PwC as External Auditor in 2023.
During the year, the members of the Committee regularly met with
representatives from PwC, without management present, to ensure that
there were no issues in the relationship between management and the
External Auditor which it should address. There were no material issues
raised in this regard throughout FY25.
Priorities for 2026
• Oversee and assess management’s continued progress on
strengthening of internal controls, continuing to focus on
readiness for corporate governance reform and focusing on
material controls.
• Leveraging the Risk Management Framework to proactively support
the Group as it advances its transformative journey. The Committee
will concentrate on the evolving risk profile and oversee mitigations
in response to strategic and operational initiatives.
• Continue to support the evolution of the Internal Audit and
Risk function, supporting a culture of risk management and
embedding and strengthening internal controls across the Group.
• Increased oversight of risk appetite and tolerance as the Group
continues to strengthen its risk appetite framework.
• Review significant financial reporting matters and judgements as
they relate to the Group’s interim and full-year financial results.
• Oversight and support to the External Auditor.
Detailed responsibilities are set out in the Committee’s Terms of Reference,
which can be found on the Company’s website: www.pzcussons.com
Committee role
• Monitor the integrity of the financial statements and
announcements and review significant financial reporting
requirements, issues and judgements.
• Recommend the appointment and removal, approve the
terms and remuneration, and assess the independence and
performance of the External Auditor, reviewing the scope,
findings, cost effectiveness and quality of the audit. Review the
adequacy and effectiveness of the Group’s risk management
systems and mitigation programmes.
• Review the adequacy and effectiveness of the Group’s systems
and processes for internal financial control.
• Review the independence, effectiveness and output of the
Group’s Internal Audit and Risk function and programme.
• Review the adequacy of the Group’s whistle-blowing
arrangements and procedures for detecting fraud.
Vivek Ahuja
Audit and Risk Committee Chair
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The Committee considers the nature, scope and results of the External
Auditor’s work. A revised policy on the supply of any non-audit services
that are appropriate to be provided by the External Auditor was
approved in the year. The Committee receives and reviews reports from
the Group’s External Auditor relating to the Group’s Annual Report and
Accounts and the external audit process.
In respect of the audit for the financial year ended 31 May 2025, PwC
presented its audit plan to the Committee. The audit plan included
an assessment of audit risks, scope and materiality, and robust
testing procedures.
The Committee approved the implementation of the plan following
discussions with both PwC and management.
Audit and non-audit fees
The Company paid £4.0 million in audit fees for the financial year ended
31 May 2025.
Regarding non-audit services, the Company’s policy limits PwC to
working on the audit or such other matters where their expertise as the
Company’s External Auditor makes them the logical choice for the work.
This is to preserve their independence and objectivity. In the year, the
Group paid £0.2 million to PwC in respect of the review of the interim
statement released in February 2025.
The non-audit fee was 5.1% of the audit fees.
Effectiveness and independence
The Chair of the Committee speaks to the audit partner to discuss any
concerns, to discuss the audit reports and to ensure that the External
Auditor has received support and information requested from management.
In accordance with the guidance set out in the Financial Reporting Council’s
‘Practice aid for audit committees’, the assessment of the external audit has
not been a separate compliance exercise, or an annual one-off exercise, but
rather it has formed an integral part of the Committee’s activities.
This has allowed the Committee to form its own view on audit quality,
and on the effectiveness of the external audit process, based on the
evidence it has obtained during the year.
Sources of evidence obtained and observations during the year:
By referring to the
FRC’s practice aid
on audit quality
The Committee has looked to this practice aid
for guidance and has ensured that assessment of
the audit is a continuing and integral part of the
Committee’s activities.
Observations of, and
interactions with,
the External Auditor
The Committee has met with the lead audit
partner without management and has had an open
dialogue regarding the Committee’s view of PwC’s
performance and overall working relationship
between the Company and its External Auditor.
The audit plan, the
audit findings and
the External Auditor
external report
The Committee scrutinises these documents and
reviews them carefully at meetings in order to
assess the External Auditor’s ability to explain in
clear terms what work they performed in key areas
and also assess whether this is consistent with what
they communicated to the Committee at the audit
planning stage. The Committee has also regularly
discussed the content of these reports in the meetings.
Input from those
subject to the audit
The Committee has requested the insights from the
Chief Financial Officer, the Group Internal Audit and
Risk Director, and the Group Finance Director during
the audit process.
Having regard to the above, the Committee has considered the
effectiveness of the external audit process. The Committee also received
a review of the effectiveness of the external audit process which was
compiled via a survey of those involved, including management and
members of the Committee. Overall, the Committee is of the opinion
that the process was robust, has improved year-on-year and the External
Auditor has demonstrated professional scepticism and challenged
management’s assumptions where necessary.
The Committee is satisfied with the scope of PwC’s work, and that PwC
continues to be independent and objective.
Activities of the Committee during the year
Over the course of this financial year, the Committee:
• Held a regular programme of meetings and discussions, supported by our interactions with the Company’s management, External Auditor
and the quality of the reports and information provided to us which enable the Committee members to effectively discharge our duties
and responsibilities
• Oversaw and monitored the risk management process, ensuring alignment with the Risk Management Framework, including the identification
and assessment of emerging and Principal Risks
• Oversaw the onboarding and first year audit of PwC following its appointment as the Company’s External Auditor
• Oversaw continued progress of the Controls Transformation Programme which started in 2022, with the intent of creating and embedding an
improved internal control framework and environment
• Reviewed the programme of work associated with the above regarding preparation for Corporate Governance reform
• Reviewed the significant financial reporting matters and judgements identified by the finance team and PwC, through the external audit
process, and the approach to addressing those matters, is set out in the table on page 68 of this Annual Report and Accounts
• Completed the annual assessment of the External Auditor’s independence, qualifications, expertise and resources, and the effectiveness of
the external audit process, in accordance with legal and regulatory requirements, including clauses 15 to 21 of the FRC Audit Committees and
the External Audit: Minimum Standard.
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KEY JUDGEMENTS AND ESTIMATES
The Committee reviewed the external reporting of the Group including
the interim review and the Annual Report and Accounts. In assessing
the Annual Report and Accounts, the Committee considers the key
judgements and estimates. The significant issues and improvements
considered by the Committee in respect of the year ended 31 May 2025
are set out below:
Significant issues
and judgements Decisions and improvements
Areas of significant
financial judgement
The Committee considered a number of areas of
significant financial judgement throughout the year.
The key areas covered included: consideration of the
impact of the continuing Nigerian Naira devaluation
on the Group; going concern; the impairment testing
of goodwill and other indefinite-lived intangible
assets; the treatment of uncertain tax positions
across the Group; the designation and treatment of
assets held for sale; the classification and disclosure
of adjusting items; and the treatment of trade
expenditure and the processes and controls in
place to manage associated risks. The Committee
accepted the judgements recommended by
management having challenged them, and
considered alternative options.
Controls
Transformation
The Committee monitored improvements to
internal controls and increased its focus on the
work underway to design and then embed controls
improvements throughout the Group. The Controls
Transformation project is focused on improving the
use of SAP, standardising processes and embedding
controls. It aims to establish an effective internal
controls framework in anticipation of future corporate
governance reform changes as well as improving
finance shared services, organisation design,
capability and efficiency.
Risk management The Committee reviewed the development of risk
management across the Group and approved the
appointment of an interim Group Internal Audit and
Risk Director.
Ethics and
compliance
The Committee monitored investigation reports
and was satisfied that management was continuing
to reduce the Company’s risk profile for fraud and
compliance issues.
Audit and Risk Committee Report continued
RISK MANAGEMENT AND INTERNAL CONTROLS
Internal control structure
The Board oversees the Group’s risk management and internal
controls and determines the Group’s risk appetite. The Board
has, however, delegated responsibility for the review of the risk
management methodology, and the effectiveness of internal
controls to the Committee.
Review of control environment
Financial control improvements continue to be progressed with the
bedding in of the group-wide framework of control.
The Code of Ethical Conduct provides a framework document for the
PZ Cussons ethics and compliance system. The Code is supported by a
range of policies including:
• Conflicts of Interest Policy – setting expectations for the avoidance
of conflicts
• Whistle-blowing Policy – setting the expectation of a ‘speak-up’ culture
• Gifts and Hospitality Policy – establishing the circumstances for gifts
and hospitality
• Inside Information and Share Dealing Policies – ensuring compliance
with Listing Rules and Market Abuse Regulations
• Anti-Fraud Policy – establishing a zero tolerance for fraud
• Failure to Prevent the Facilitation of Tax Evasion Policy – ensuring
compliance with the duty to prevent criminal facilitation of tax evasion
• Risk Management Framework.
During previous years, the Board reviewed their approach to risk
management and, as a result, a new Group Risk Management
Framework was approved by the Audit and Risk Committee and has
been operational across the Group since FY24. This complements the
work that the Audit and Risk Committee has set for the multi-year
controls improvement plans to address existing weaknesses identified,
including upgrading the systems used to record trade promotions,
improving our joiners, movers and leavers, and addressing outstanding
segregation of duty conflicts within our enterprise management systems.
The Committee notes the control improvements made over the course
of FY25, including work to ensure appropriate material controls over
both reporting disclosures and Principal Risks are in place and operating
effectively in advance of regulatory change. This project, enabled
through a transformative change in our Finance function, will continue
to require significant work in FY26 as we work towards compliance
in FY27.
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INTERNAL AUDIT FUNCTION
Internal Audit is a component of the Group Internal Audit and Risk team,
reporting to the Committee and administratively to the Chief Financial
Officer. The Group Internal Audit and Risk Director oversees the Internal
Audit team in the Company’s key markets, including in-house teams
in Africa and Asia. In the UK, the function is supported by external
partners as needed. It is an independent and objective function that
delivers assurance over the Group’s governance, internal controls, and
risk management structures, and assists the Group in accomplishing its
objectives by bringing a systematic and disciplined approach to evaluate
the effectiveness of systems, processes, and controls across the Group.
The Group Audit Charter provides the framework for discharging
the responsibilities of the Internal Audit function. The Audit Charter
is approved annually by the Audit and Risk Committee and formally
defines the purpose, authority, and responsibilities of Internal Audit. The
Group Internal Audit and Risk Director is responsible for ensuring that
Internal Audit fulfil their responsibilities and mandate outlined in this
Audit Charter.
The Audit and Risk Committee approves the risk-based internal audit
plan on an annual basis. Any amendments made throughout the year
require Committee approval. The internal audit plan is continually
evaluated and adjusted to ensure it remains relevant considering
evolving risks, business priorities, and external conditions. The Group
Internal Audit and Risk Director updates the Committee on progress and
significant findings related to the Internal Audit Plan during Committee
meetings. Regular discussions with the Audit and Risk Committee Chair
and the Chief Financial Officer are undertaken by the Group Internal
Audit and Risk Director outside the Committee meetings as appropriate.
As per the Audit Charter, an internal effectiveness review was carried out
in the year and reported to the Committee, which follows an External
Quality Assessment (EQA) that was performed by a third party, BDO LLP,
in FY24 with the function being deemed ‘effective’. The Committee is
satisfied that the current arrangements remain appropriate and effective
for the Company.
RISK MANAGEMENT
While the Board oversees the Group’s Risk Management Framework, it
delegates responsibility for review of the risk management methodology
and framework and the effectiveness of internal controls to the
Audit and Risk Committee. The Group uses a defined, standardised
and annually approved Risk Management Framework that reaffirms
the Board’s recognition that the management of risk is an important
component of good management practice. It also ensures that the
Group has an open and receptive approach to identifying, discussing and
addressing risk.
The Risk Management Framework ensures the Group identifies,
assesses, mitigates and monitors risks that threaten the successful
delivery of our strategic objectives. The framework outlines the Group’s
underlying approach to risk management, documents the roles and
responsibilities of key stakeholders, and outlines key aspects of the risk
management methodology.
The risk management methodology covers initial risk identification,
including emerging risks, assessment and evaluation of risk, the extent
to which risks can be mitigated, the implementation of effective risk
mitigation activities, and the effective monitoring and reporting of risk.
The Group operates both top-down and bottom-up approaches to
ensure that significant strategic and operational risks are identified,
including review and approval of the Principal Risks as can be seen on
pages 30 to 38. The Group Internal Audit function provides independent
assurance to both management and the Committee on the effectiveness
of the Group’s Risk Management Framework and as to whether sound
internal control systems operate to mitigate these risks.
The Committee has completed a robust assessment of the Group’s
emerging and Principal Risks and is satisfied that the Risk Management
Framework is effective. The framework continues to provide a strong
foundation for the further embedding of risk management principles
across the Group.
WHISTLE-BLOWING POLICY
The Company is required to maintain a mechanism for the confidential
reporting of suspected fraud and other wrongdoing. The Company has
a standalone Whistle-blowing Policy which links to the Code of Ethical
Conduct; this is subject to oversight by the Audit and Risk Committee.
Navex Global, a leading whistle-blowing system provider, is engaged to
provide a telephone and web-based reporting system for use with the
Whistle-blowing Policy.
The whistle-blowing system is maintained by the General Counsel and
Company Secretary along with the Head of Ethics and Compliance. The
Committee receives reports on the effectiveness of the Whistle-blowing
Policy and reports regularly to the Board on these matters.
CLIMATE-RELATED RISKS
The Company supports the recommendations of the Financial Stability
Board’s Task Force on Climate-related Financial Disclosures (TCFD).
The Committee considered compliance with TCFD, as disclosed in the
Annual Report and Accounts, as part of its review of Principal Risks
and related mitigation plans. The final TCFD statement can be found
on pages 26 to 29.
See Risk Management and Principal Risks section for further
details on page 30
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STATEMENT OF COMPLIANCE
The Company confirms that it has complied with the terms of the
Statutory Audit Services for Large Companies Market Investigation
(Mandatory User of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 (the Order) throughout the year. In addition
to requiring mandatory audit re-tendering at least every ten years for
FTSE 350 companies, the Order provides that only the Audit and Risk
Committee, acting collectively or through its Chair, and for and on behalf
of the Board, is permitted:
• To the extent permissible in law and regulation, to negotiate and
agree the statutory audit fee and the scope of the statutory audit
• To initiate and supervise a competitive tender process
• To make recommendations to the Directors as to the External Auditor
appointment pursuant to a competitive tender process
• To influence the appointment of the audit engagement partner
• To authorise an External Auditor to provide any non-audit services to
the Group, prior to the start of those non-audit services.
The Board is ultimately responsible for the Group’s system of internal
controls and risk management, and discharges its duties in this area by:
• Holding regular Board meetings to consider the matters reserved for
its consideration
• Receiving regular management reports which provide an assessment
of key risks and controls
• Scheduling regular Board reviews of strategy including reviews of
the material risks and uncertainties (including emerging risks) facing
the business
• Ensuring there is a clear organisational structure with defined
responsibilities and levels of authority
• Ensuring there are documented policies and procedures in place
• Seeking assurance from the Group Internal Audit function
• Reviewing regular reports containing detailed information regarding
financial performance, rolling forecasts, actual and forecast covenant
compliance, cash flows, and financial and non-financial KPIs.
Notwithstanding the continued focus on controls improvement to be
continued in FY26, the overall controls environment of the Company has
improved year-on-year.
FAIR, BALANCED AND UNDERSTANDABLE
The Directors are required to confirm that they consider, taken as
a whole, that the Annual Report and Accounts is fair, balanced and
understandable and that it provides the information necessary for
shareholders to assess the Company’s position and performance,
business model and strategy.
The Committee has satisfied itself that the financial reporting processes
and controls over the information presented in the Annual Report
and Accounts are satisfactory, that the information is presented fairly
(including the calculations and use of alternative performance measures)
and has confirmed to the Board that the financial reporting processes
and controls around the preparation of the Annual Report and Accounts
are appropriate, allowing the Board to make the ‘fair, balanced and
understandable statement’ in the Report of the Directors on page 99.
FINANCIAL REPORTING
The Company reports to shareholders on its financial performance
twice a year. During the 12 months prior to the date of this report, the
Committee reviewed the interim financial statements for the six months
to 30 November 2024 and the full-year Annual Report and Accounts for
the year to 31 May 2025. The principal steps taken by the Committee
during the past 12 months in relation to its review of the published
financial statements were:
• Review of the 30 November 2024 interim financial statements and
30 November 2024 interim announcement and consideration of
PwC’s comments on the drafts of these documents
• Review of plan for preparing the Annual Report and Accounts for the
year ending 31 May 2025
• Review of the significant judgements and estimates that impact the
financial statements
• Review of the Annual Report and Accounts for the year ending 31 May
2025 and consideration of PwC’s comments on these documents.
The Committee monitors the implications of new accounting
standards and other regulatory developments for the Company’s
financial reporting and regularly receives technical updates from
the External Auditor.
VIABILITY STATEMENT AND GOING CONCERN
The Committee has reviewed the basis for the Company’s viability
statement on pages 40 to 41 that is drafted with reference to the
financial forecasts for the next four years. In light of the impact of
rising living costs on the global economy and the volatility of the Naira
currency in Nigeria where the Group operates, the Committee placed
additional scrutiny on the assumptions used in the forecasts to ensure
they are appropriate. The Committee provides advice to the Board on
the viability statement.
The Committee ensured sufficient review was undertaken of the
adequacy of the financial arrangements and cash flow forecasts.
Accordingly, the Committee recommended to the Board that this
statement be approved.
Similarly, the Committee placed additional focus on the appropriateness
of adopting the going concern basis in preparing the Group’s financial
statements for the year ended 31 May 2025 and satisfied itself that the
going concern basis of presentation of the financial statements and the
related disclosure is appropriate.
Vivek Ahuja
Audit and Risk Committee Chair
16 September 2025
Audit and Risk Committee Report continued
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Environmental and Social Impact Committee Report
DEAR SHAREHOLDERS
On behalf of the Board, and as Chair of the Environmental and Social
Impact (ES) Committee, I am pleased to present its report for the year
ended 31 May 2025.
The Committee is pleased to report the continued progress against
the goals set out in the Group’s ES strategy. During the year, the
Committee reviewed the Group’s ES priorities and initiatives to ensure
the effectiveness of the programme and its alignment with our wider
strategic goals.
The Committee oversees the Company’s sustainability strategy, policies,
performance measures and disclosures related to environmental and
social impact matters, and how PZ Cussons considers, engages with,
reports to and maintains its reputation with key stakeholders. The
Committee is supported by the Executive Committee through the
Sustainability Steering Group and functional and regional workstreams.
In accordance with the Terms of Reference, the Committee met three
times in the year. Only members of the Committee are entitled to attend
the meetings. However, other Directors and other individuals may be
invited to attend for all or parts of any meeting as and when appropriate.
The Company Secretary acts as secretary to the Committee.
The Committee’s Terms of Reference were reviewed during the year
to ensure that they are compatible with the 2024 Code, which will be
applicable in FY26.
ACTIVITIES OF THE COMMITTEE DURING THE YEAR
ES strategy
Our ES strategy provides operational focus and, alongside a set of clearly
defined performance targets, supports the Company in achieving its
goals. The Committee has continued to monitor progress against this
during the year. The Committee has also reviewed the priorities for FY26
and approved the refreshed ES strategy; we are now focusing on fewer
priorities where we have the biggest opportunity to drive impact.
Carbon neutrality and reduction commitments
The Committee was pleased to see that the Company remains on track
to meet its targets to reduce and off-set its GHG emissions. In FY25, PZ
Cussons achieved carbon neutrality across its global operations. The
Company is also on track to reach its near- and long-term ambition to
reduce emissions: a 42% reduction in Scopes 1 and 2 against the 2021
baseline by 2030 and net zero across Scopes 1, 2 and 3 by 2045. The
near-term goal was achieved in FY24, and in FY25, the Group reported a
68.7% reduction in Scopes 1 and 2 and a 31.1% reduction in Scopes 1, 2
and 3 against the 2021 baseline, supporting progress towards the long-
term net zero ambition. The Committee will continue to monitor and
advise on projects which will best achieve these targets.
More information about the ES strategy can be found on
page 20
Priorities for 2026
• Review the Group’s ES strategy, processes and goals especially
in light of the Group’s organisation simplification.
• Monitor performance against carbon emission reduction,
sustainable sourcing, sustainable packaging and related KPIs.
• Monitor progress towards long-term net zero ambition
by 2045.
• Oversee participation in the UN Global Compact.
• Continue to monitor progress against the DEI strategy and goals
and the development of targets and metrics.
Detailed responsibilities are set out in the Committee’s Terms of Reference,
which can be found on the Company’s website: www.pzcussons.com
Committee role
• Regularly review the Group’s ES strategy and performance targets.
• Monitor progress of the Group against its ES strategy and goals.
• Oversee how the Group engages with key stakeholders on ES.
• Consider the climate-related risks and opportunities facing
the Group.
Valeria Juarez
Environmental and Social Impact Committee Chair
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Waste, water, and sustainable procurement commitments
The Committee continued to monitor the progress being made against
targets to reduce landfill waste, water usage, and plastic, and to
ensure responsible sourcing of paper and palm oil. Further progress
was achieved in FY25 against the 2021 baseline, as detailed in the
Sustainability Report on pages 22 to 23.
Diversity, Equity and Inclusion (DEI)
Following the successful launch of our DEI strategy in FY24, this year the
Committee supported the launch of the PZ Cussons Global Women’s
network, ‘EmpowHer’. The Committee continued to monitor progress
against the DEI strategy and received regular updates on key metrics
against its four pillars of: Culture of Belonging, Pioneering Leadership,
Talent Diversity; and Communities.
UN Global Compact (UNGC) and Carbon Disclosure Project (CDP)
reporting
The Committee received updates on the implementation plan to embed
the UNGC framework across the business. The Committee also reviewed
the CDP scores achieved for 2024, noting the strong performance on
climate as a result of the work undertaken in the year to improve the
Company’s submission.
FY22 Performance Share Plan (PSP) sustainability measure
The Committee reviewed performance against the sustainability targets
for the FY22 PSP awards, which vested in September 2024, and made its
recommendation to the Remuneration Committee. Further detail can be
found on page 112 of the FY24 Annual Report and Accounts.
Sustainability disclosures
The Committee reviewed and approved the Group’s sustainability
disclosures, including the annual Sustainability Report and TCFD Report
on pages 20 to 29.
Valeria Juarez
Environmental and Social Impact Committee Chair
16 September 2025
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Remuneration Committee Report
DEAR SHAREHOLDERS
On behalf of the Board, I am pleased to present our 2025
Remuneration Committee Report. This report is divided into
three sections as set out below.
(1) This Remuneration Committee Chair Statement – providing a
summary of key reward activity during the year.
(2) A Summary of the Directors’ Remuneration Policy (the Policy) – our
2023–26 Policy as approved by our shareholders in a binding vote at
our 2023 Annual General Meeting (AGM) on 23 November 2023.
(3) The Report on the Directors’ Remuneration – setting out how
the Directors’ Remuneration Policy was applied throughout FY25
and how the Committee intends to apply it in FY26.
I would like to begin by acknowledging the outcome of the 2024 AGM
vote on the Directors’ Remuneration Report of 84.2%. When the
Committee considers how our executives are paid we take into account
a range of factors as a matter of course. This includes performance
against the incentive targets set, adjusted and statutory Group financial
outcomes, the contributions of executives against a challenging
operating environment (particularly given the ongoing weakness of
the Naira) and the experience of our wider stakeholders including our
employees and shareholders. Downwards discretion was applied to the
annual bonus last year. We remain mindful of shareholder feedback and
take it into account when determining remuneration decisions.
BUSINESS CONTEXT FOR THE YEAR ENDED 31 MAY 2025
2025 has been a year of continued delivery against our strategy, with like
for like sales increasing by 8.0% as we continued to drive our businesses.
The UK saw its strongest profit performance for three years with better
innovation and commercial execution. There was successful product
development including Original Source 2in1 foam and Imperial Leather:
Ultimate moisture, and expanded brand partnerships, including Carex
with Magic Light Pictures – owner of the Gruffalo and Zog intellectual
property, and a new Childs Farm Bluey partnership with BBC Studios.
In Nigeria, we had multiple price increases throughout the year driving
revenue growth and to offset double-digit inflation. Throughout Africa,
the operational interventions made throughout the year have helped
sustain strong trading momentum and management has significantly
reduced our exposure to future macro-economic shocks.
Indonesia has seen its fifth consecutive quarter of revenue growth,
with a doubling of e-commerce revenue (now 8% of total revenue) and
further growth in our Telon, warming oil, and innovation supported by
the ongoing re-launch of Cussons Baby.
In ANZ, we continued to gain market share with Morning Fresh,
Rafferty’s Garden and Radiant, partly offsetting category softness driven
by cost-of-living pressures.
We have also made progress on the plan to simplify our business.
In June, we announced the sale of our 50% stake in PZ Wilmar, for
$70 million, materially strengthening our financial position.
We continue to consider the future of our wider African business.
Elsewhere, the St.Tropez business in the US experienced a significant
fall in operating profits and revenue, impacted by a difficult, more
competitive environment. Following an extensive auction process,
we decided to retain the brand but run the business a different way,
Committee role
• To set, develop and oversee the implementation of the
Directors’ Remuneration Policy for the Executive Directors and
senior executives, having regard for the remuneration principles
of the wider organisation and the relationship between the
remuneration of the members of the Board and the wider
employee population.
• To evaluate the performance of and determine specific
remuneration packages for each Executive Director, the Chair,
the Company Secretary and the other senior executives.
• To maintain an active dialogue with stakeholders, ensuring
that the shareholders and other advisory bodies’ views are
taken into account when setting the remuneration of senior
executives and members of the Board.
Detailed responsibilities are set out in the Committee’s Terms of Reference,
which can be found on the Company’s website: www.pzcussons.com
Kirsty Bashforth
Remuneration Committee Chair
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including a new reward model for the new St.Tropez leadership to drive
growth and a new partnership in the US with Emerson Group, a leading
distributor to North American retailers.
The key financial headlines are:
• Like for like (LFL) revenue growth of 8.0% driven by pricing in
Africa and strong brand activity in UK and Indonesia.
• Reported revenue decline of 2.7% due to the 38% depreciation
of the Nigerian Naira versus Sterling compared to FY24.
• Free cash flow was £43.4 million, an increase on the prior year of
£41.6 million, due to improved working capital movements. Net
debt was £112.0 million down from £115.3 million in FY24 with
net debt/EBITDA of 1.7x (FY24: 1.5x).
• Adjusted operating profit margin reduction of 30bps, to 10.7%,
but growth of 30bps excluding PZ Wilmar (announced sale in June
2025). An increase in marketing investment more than offset by a
reduction in overheads as a % of revenue. On a constant currency
basis, adjusted operating profit margin grew by 80bps.
REMUNERATION DECISIONS YEAR ENDED 31 MAY 2025
Variable remuneration earned during the year
Once again, the Committee has carefully considered the progress made
by management during the year, the impact of the trading environment
on Group performance and the experience of both our shareholders and
the wider workforce. A summary of decisions, and the context in which
they were made, is set out below.
Annual bonus payout
For FY25, the Committee set 60% of the opportunity based on
Adjusted Operating Profit, 20% on Operating Free Cash Flow
Conversion and 20% on key personal and business objectives
relating to delivery of the strategy and key business priorities.
The following performance was achieved:
• Adjusted Operating Profit of £54.6 million (at budget rate) which
gives a payout of 84.8% of maximum on this element
• Operating Free Cash Flow Conversion of 84.7% (at budget rate)
which gives a payout of 68.3% maximum on this element.
This gives a combined achievement of 80.6% of maximum on the
financial performance elements of the bonus.
The Committee reviewed the bonus outcome in the context of
overall Company performance including progress on simplifying
the business, brand-building focus and operational performance,
together with the individual contribution of the CEO and CFO in
navigating a challenging environment, particularly in our Africa
business. Considering all these factors in the round, the Committee
concluded that the formulaic bonus outcome was appropriate, and
no discretion should be applied.
The Committee also assessed the Executive Directors’ performance
against key personal and business objectives including strengthening our
brand-building capabilities, embedding our new operating model and
delivering the portfolio transformation. Assessing their contribution in
the round, and notwithstanding the above-budget financial performance
delivered, the Committee determined an overall achievement of 50% of
maximum on this element for both Executive Directors.
Combining the financial and the personal elements, the bonus
outcome was 74.5% of the maximum.
This results in bonus awards of 111.7% of salary for the CEO and
93.1% of salary for the CFO. 40% will be deferred into shares for two
years as per the Policy. Full details of the performance assessment
can be found on pages 85 and 86.
Vesting of the FY23 Performance Share Plan (PSP)
September 2025 marks the vesting of the final PSP awards, which
were based on three key performance measures:
• Earnings Per Share (EPS) growth (weighted 60%)
• Revenue growth from Must Win Brands measured relative to
growth in revenue from Portfolio Brands (weighted 20%)
• Sustainability targets (weighted 20%).
The EPS growth and revenue growth targets were not achieved and as
a result these elements of the awards lapsed.
The element relating to sustainability was based on three components,
(i) Carbon neutrality, (ii) Package sustainability and (iii) our employee
wellbeing, weighted equally.
Assessment of the performance against these three measures is set out
in full on page 88 and resulted in 15.1% of the maximum award vesting.
Board changes
John Nicolson retired from the Board on 21 November 2024 and his fees
reflect the period to that date.
Following John’s retirement, Vivek Ahuja was appointed Senior
Independent Director. The fees paid to him from that date include the
additional fee paid to the Senior Independent Director.
Detail of fees paid to Non-Executive Directors during FY25 can be found
on page 84.
OUR APPROACH TO REMUNERATION FOR THE YEAR ENDING
31 MAY 2026
The key changes to the implementation of pay for FY26 include:
Base salaries
The base salaries for the CEO and CFO have been increased by 2.9% to
£684,903 and £428,064 respectively with effect from 1 September 2025.
This is below the average increase for the wider employee population in
the UK of 3.6%.
FY26 annual bonus
For the FY26 annual bonus, the weight of the financial measures is
unchanged at 60% for Adjusted Operating Profit and 20% for Operating
Free Cash Flow. The remaining 20% continues to be linked to key
business objectives, which have been updated to further align them with
our strategy and key priorities for FY26. More detail on the weightings
and measures is provided on pages 86 and 87. A minimum of 40% of the
bonus earned will be deferred into shares for at least two years.
There are no changes to the threshold, target or maximum
bonus opportunities.
The Committee set the FY26 annual bonus targets on a business-as-
usual basis in the context of the portfolio transformation projects
including continued strategic evaluation of Group operations in Africa.
The Committee will review the appropriateness of the targets set should
a transaction occur. It will also ensure that the original targets remain
appropriate and that the FY26 annual bonus outcome is a fair reflection
of underlying financial performance and the shareholder experience.
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FY26 Restricted Share Plan (RSP) awards
Having considered the share price performance in recent years, and the
possibility of future windfall gains arising from a significant increase in
the number of RSP shares granted, the Committee agreed to a one-off
reduction in the levels of RSP to be awarded to both the CEO and CFO.
Accordingly, the CEO will be granted a FY26 RSP award of 79% of salary
(reduced from 90% in FY25) and the CFO, 66% of salary (reduced from
75% in FY25).
Non-Executive Director fees
There will be no fee increase for Non-Executive Directors in FY26. This is
the second year in a row that there has been no fee increase.
Further summary details on how we intend to implement the Policy in
FY26 are set out in the ‘Remuneration at a Glance’ summary on page 77
with full details on pages 78 to 83.
Wider employee experience
The Committee continues to take account of remuneration policies
and practices across the Company when considering the remuneration
arrangements for the Executive Directors and other senior executives.
Given the organisational changes, throughout the year the Committee
partnered with management to oversee senior executive remuneration
package adjustments in line with role changes, market practice, specific
context and remuneration policy principles. The Committee carefully
considered the remuneration approach for the wider employee group,
alongside relevant market data when making remuneration decisions for
this group.
Updates on the wider employee remuneration experience continue
to be provided to the Committee by the management team, at each
Committee meeting. In my role as designated Non-Executive Director
for employee engagement, as well as Chair of the Remuneration
Committee, I meet monthly with the Chief People Officer to discuss
overall remuneration across the Company, and have had individual
discussions with the regional HR leads of Europe and ANZ specifically.
I also had the opportunity to join a number of engagement sessions
with employees which added further context.
The key remuneration activities for the wider employee population for FY25
considered by the Committee when making its decisions are set out below:
• Employee salary levels continue to be reviewed annually against
a range of relevant factors which include market data, economic
forecasts and Group financial budgets. The salary increase budget
for FY25 for UK-based employees was 3.6%, with salary awards
based on individual performance, assessed through our performance
management process. The salary budgets in other countries reflected
local economic factors and our need to attract and retain the talent
needed to deliver our ambitious strategy. For example, the budget in
Nigeria was 30%, Indonesia was 6.5% and Australia was 3.5%.
• For FY25, all bonuses for eligible employees continued to include an
element of company-wide performance. This gave the potential for
employees to be rewarded for their contribution to the overall success
of the PZ Cussons Group as well as their own business unit. Our leaders
continue to have an element relating to their personal contribution.
• The Committee supported the organisational changes towards brand-
building. These included the establishment of a Marketing function
under new leadership, and the creation of European and Asian
business units.
• We continue to reward critical talent and support retention by granting
share awards in the form of RSPs to senior leaders and managers.
We believe that the use of RSPs enables the Company to compete
internationally for the best executive talent and provides a powerful
tool to help retain and motivate key members of our current and future
leadership teams. These awards are well received by participants.
• The Share Incentive Plan (SIP), launched in 2021, created further
alignment between UK employees and investors. Under HMRC rules,
only UK employees can participate. The current take-up of the SIP is
43% of all eligible employees.
Concluding remarks
In reaching its decisions on Directors’ remuneration outturns for FY25
and policy implementation for FY26, the Committee carefully considered
the reported financial performance of the Company, alongside the
strategic progress that has been made, as well as our shareholder and
wider stakeholder experience. The Committee believes that decisions
made reflect underlying financial and individual performance within the
challenging context of Nigerian economic strain and our Africa business
strategic review. The approach for FY26 continues to support clear
alignment between remuneration and key areas of strategic focus. I look
forward to consulting with our shareholders as the Committee embarks
on the three-year policy review process and I welcome your views
on any of the matters set out in this report and to gaining your support
at the AGM.
Kirsty Bashforth
Remuneration Committee Chair
16 September 2025
Remuneration Committee Report continued
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DIRECTORS’ REMUNERATION AND HOW IT WILL BE IMPLEMENTED IN FY26
The Committee is responsible for determining, and agreeing with the Board, the Directors’ Remuneration Policy and has oversight of its
implementation, in line with its Terms of Reference.
The following table sets out a summary of the Directors’ Remuneration Policy as approved by shareholders at the November 2023 AGM and how it
will be implemented in FY26. Full detail is provided on pages 78 to 83.
Implementation in FY25 Proposed approach for FY26
Salary
Base salaries
Salaries from 1 September 2024: Salaries from 1 September 2025:
Pension/benefits/
all-employee share
schemes
Executive Directors will receive
pension benefits in line with
those generally provided to
employees in the location in
which they are based.
CEO and CFO: 10% of salary in line with UK
employee population.
CEO and CFO: 10% of salary in line with UK
employee population.
Annual bonus
Incentive scheme which
focuses Directors on delivery
of annual goals and milestones
which are consistent with the
Group’s longer-term strategic
aims.
40% of any bonus earned
deferred into shares for
two years.
Opportunity:
Policy maximum of 150% of salary.
Maximum bonus for FY25:
Actual bonus outcome of 74.5% of maximum for the CEO
and CFO.
Opportunity:
Policy maximum of 150% of salary.
Maximum bonus for FY26:
Long-Term Incentive
Plan (LTIP)
LTIP which focuses on
generating sustained
shareholder value over the
longer term and aligning
the Directors’ interests with
those of the Company’s
shareholders.
Recovery and withholding
provisions continue to apply.
Restricted Share Plan (RSP) subject to underpins.
Opportunity:
Awards made in FY25 to the CEO and CFO equivalent to:
CEO: 90% of salary
CFO: 75% of salary
Underpins:
The vesting of the RSP is subject to the underpins. The
Committee retains the ability to reduce vesting (including
to nil) subject to the underpins measured over the
vesting period. A holding period applies for two years.
Restricted Share Plan (RSP) subject to underpins.
Opportunity:
Awards made in FY26 to the CEO and CFO equivalent to:
CEO: 79% of salary
CFO: 66% of salary
Underpins:
There are no changes to the underpins or holding period
for FY26.
Shareholding
guidelines
Alignment of the Executive
and Non-Executive Directors’
interests with those of the
Group’s shareholders.
Requirement for Executive Directors to build up interests
in the Company’s shares worth 200% of salary.
Executive Directors will be expected to retain a minimum
of half the after-tax number of vested shares from
current PSP and RSP awards until they satisfy the
shareholding guideline.
The Chair and Non-Executive Directors are expected to
build up interests in the Company’s shares worth 100% of
their net base fee within four years of appointment.
No change for Executive Directors, Chair and
Non-Executive Directors.
Current shareholding of the Executive Directors and Non-
Executive Directors is shown on page 90.
10% 10%
CEO
£665,600
CFO
£416,000
CEO
£684,903 (+2.9%)
CFO
£428,064 (+2.9%)
CEO
150% of salary
CFO
125% of salary
Key Policy features
Remuneration at a Glance
CEO
150% of salary
CFO
125% of salary
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Remuneration Policy
This part of the report sets out the Directors’ Remuneration Policy and
complies with the relevant provisions of the Companies Act 2006 and
Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended). It has also been
prepared taking into account the 2018 UK Corporate Governance Code
(the 2018 Code) and the requirements of the UKLA Listing Rules.
The Directors’ Remuneration Policy received approval through
a binding vote at the 2023 AGM held on 23 November 2023.
The Remuneration Policy; as approved by shareholders, can be found
in the Annual Report & Financial Statements 2024 on the Company
website: www.pzcussons.com/investors/general-meetings.
The Committee considered the principles listed in the 2018 Code when
designing the Directors’ Remuneration Policy and took these into
account in its design and implementation:
Clarity, simplicity and balance: Remuneration arrangements have
defined parameters which are transparently communicated to
shareholders and other stakeholders, including maximum incentive
quantum and incentive plan pay-out schedules. With the proposed
introduction of the RSP, we have sought to simplify our remuneration
arrangements further, while maintaining focus and balance between
short- and long-term performance.
Linked to the strategy and performance of the business: Our
remuneration frameworks incentivise both short-term objectives
through the annual bonus plan and our long-term transformation
objectives and shareholder value creation through our RSP.
Shareholder value and alignment: Remuneration should support and
align with our shareholders' long-term interests by linking the annual
bonus to our key strategic measures and having the right underpins
in place for the RSP. Our increased bonus deferral, alongside our RSP,
delivers a significant proportion of remuneration in shares, some of
which have to be retained in line with our shareholding guidelines. We
are also introducing a shareholding guideline for our Non-Executive
Directors to ensure a consistent focus on sustainable growth of
shareholder value.
Alignment to culture, purpose and the wider workforce: Our
purpose – For Everyone, For Life, For Good – supports the approach
of cascading down the Directors’ remuneration arrangements through
the organisation as appropriate, ensuring that there are common goals
and outcomes. The Committee reviews remuneration arrangements
throughout the Company and takes these into account when setting
Directors’ remuneration.
Risk, proportionality and governance: Our incentive plans are designed
to have a robust link between pay and performance, by using Group key
performance indicators through the annual bonus and RSP underpins.
The Committee is able to exercise discretion to adjust incentive outturns
at the end of the performance period to mitigate any risk of payment
for failure, or any risk that Executives have been unduly penalised by the
structure of the incentive. Provisions are also in place to allow for the
application of clawback and/or malus in specific circumstances.
Predictability: The Committee seeks to maintain a consistent approach
to its annual duties including setting targets and underpins, reviewing
incentive outturns and salary review. Consistency of process helps to
ensure consistency of outcomes.
DIRECTORS’ REMUNERATION POLICY TABLE
The table below summarises the approved Remuneration Policy, which can be found in full in the 2024 Annual Report on the Company website:
www.pzcussons.com/investors/general-meetings
Element Summary Implementation for FY26
Base salary Base salaries are normally reviewed annually taking
into account:
• The scope of the role and the markets in which PZ
Cussons operates
• The performance and experience of the individual.
• Pay levels in other organisations of a similar size
and complexity
• Pay increases elsewhere in the Group.
The Committee has reviewed the salary for the Executive Directors with
effect from 1 September 2025 and agreed to increase the CEO salary to
£684,903 (2.9% increase) and the CFO salary to £428,064 (2.9% increase).
Benefits Benefits that may be provided include car benefits, life
assurance, health insurance for each Executive Director
and family, permanent health cover and personal
tax advice.
Executive Directors may also participate in any all-
employee share or benefits plans on the same basis as
any other employees.
No change.
Provision for
retirement
Participation in a defined contribution pension plan
or provision of a cash allowance in lieu of a pension
contribution; for the UK, this is currently 10% of
base salary.
No change.
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Element Summary Implementation for FY26
Annual
bonus
scheme
The maximum annual bonus opportunity for current
Executive Directors is:
• Chief Executive: 150% of salary
• Other Executive Directors: 125% of salary
Typically, a minimum of 40% of the bonus earned will be
deferred into shares. The deferral period will usually be
two years (unless the Committee determines otherwise).
The Committee may apply discretion to amend the bonus payout should this
not, in the view of the Committee, reflect underlying business performance
or individual contribution.
Recovery and withholding provisions apply to cash and deferred shares.
Restricted
Share Plan
(RSP)
Award opportunities in respect of any financial year
are limited to rights over shares with a market value
determined by the Committee. The current maximum
opportunity for Executive Director roles is:
• Chief Executive: 90% of salary
• Chief Financial Officer: 75% of salary
Award levels and underpins are reviewed before each
award cycle to ensure that they remain appropriate.
Awards normally vest three years from the date of grant subject to review by
the Committee of performance against pre-determined underpins. If any of
the underpin criteria are not met, the Committee will consider whether to
reduce vesting (including to nil). After vesting, shares are usually subject to
an additional two-year holding period.
In addition to the underpins, the Committee retains general discretion to
adjust the vesting levels to ensure they appropriately reflect the underlying
performance of the Group or individual.
Recovery and withholding provisions apply to awards granted under the RSP.
Shareholding
guidelines
Requirement to build up interests in the Company’s shares
worth 200% of salary.
Executive Directors will be required to retain a minimum
of half the after-tax number of vested shares from
current PSP and RSP awards until they satisfy the
shareholding guideline.
No change.
Post-
employment
share ownership
requirements
Executives will be required to maintain a minimum
shareholding of 200% of salary for the first year following
ceasing to be a Board Director and 100% of salary
for the second year, or in either case if lower, the full
shareholding on cessation.
No change.
LEGACY AWARDS
The Committee retains the ability to make any remuneration payments or payments for loss of office notwithstanding that they are not in line with
the Policy set out above where:
• The terms of payment were agreed before the Policy came into effect, as long as they were in line with the shareholder-approved Directors’
Remuneration Policy in force at the time they were agreed
• The terms of the payment were agreed at a time when the relevant individual was not a Director of the Company and the payment was not in
anticipation of the individual becoming a Director of the Company, in the Committee’s opinion.
MINOR AMENDMENTS
The Committee retains the ability to make minor amendments to the Policy for regulatory, exchange control, tax or administrative purposes or to take
account of a change in legislation without seeking shareholder approval.
DISCRETION
The Committee will operate the annual bonus and awards under the LTIP in accordance with the plan rules, shareholder-approved Policy, and Listing
Rules where applicable.
As per typical market practice, the Committee retains discretion in a number of areas including (but not limited to) the participants, timing, vehicle
and size of the award. The Committee may amend or substitute any performance conditions or underpins if they are of the view that the original
conditions are no longer appropriate and the new conditions are not materially less difficult to satisfy. In exceptional circumstances, the Committee
has the discretion to change the vesting level to ensure that the outcomes are fair, appropriate and reflective of the underlying financial performance
of the Group.
An award may be subject to adjustments in the event of a variation of the Company’s share capital, demerger, delisting, special dividend or other
corporate event materially impacting the value of awards.
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Jonathan Myers Sarah Pollard
Minimum Minimum
100%
100%
33%
37%
44%
41%
23%
22%
40%
45%
32%
29%
28%
26%
£776,143
£488,120
£1,933,629
£1,091,691
£2,344,571
£1,305,723
£2,615,108
£1,446,984
30%
34%
39%
37%
31%
29%
Target TargetMaximum MaximumMaximum (inc.
share price growth)
Maximum (inc.
share price growth)
Fixed pay Annual bonus Long-Term Incentive Plans
Remuneration Policy continued
RECOVERY AND WITHHOLDING PROVISIONS
The Committee may, in its discretion, subject to applicable laws, apply malus and/or clawback to annual bonus, PSP and RSP awards at any time within
three years of grant or payment as applicable, in circumstances of a material misstatement of results, error in payout calculations or the calculation
being based on incorrect information, misconduct, corporate failure or reputational damage.
Malus may be applied at any time prior to the vesting of any award or payment of any declared bonus, and clawback can be applied after an award or
bonus is paid or vests and where the triggering event occurs at any time prior to the third anniversary of the date the award or bonus vests/is paid.
The clawback may be affected through a withholding of variable pay, by reducing the size of, or imposing further conditions on, any outstanding or
future awards, or by requiring the individual to return the value of the cash or shares delivered to recover the amount overpaid.
NON-EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE
The components of Non-Executive Directors’ remuneration are described below:
Element Summary Implementation for FY26
Non-
Executive
Director fees
Fees are normally reviewed every year and may
be amended to reflect market positioning and any
change in responsibilities. Fees are based on the
level of fees paid to Non-Executive Directors serving
on boards of other relevant UK-listed companies
and the time commitment and contribution
expected for the role.
Non-Executive Directors receive a basic fee and
an additional fee for further duties (for example,
chairing of a Committee or Senior Independent
Director responsibilities).
The maximum level of fees payable to the
Non-Executive Directors will not exceed the limit
set out in the Company’s Articles of Association.
The Committee recommends the remuneration of the Chair to the Board.
Fees paid to Non-Executive Directors are determined and approved by the Board
as a whole.
The Company covers the costs of attending meetings and Non-Executive Directors
may be reimbursed for any business expenses incurred (including any tax due) in
fulfilling their roles.
Shareholding
guidelines
Expectation that Non-Executive Directors build up
interests in the Company’s shares worth 100% of
their base fee, net of statutory deductions, within
four years of appointment.
No change.
PERFORMANCE SCENARIOS
The Committee believes that an appropriate proportion of the executive remuneration package should be variable and performance-related to
encourage and reward superior Group and individual performance. The following chart illustrates executive remuneration in specific performance
scenarios including a maximum performance scenario with a 50% increase in share price.
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Fixed elements of remuneration
Base salary as at 1 September 2025 (£684,903 for Jonathan Myers and £428,064 for Sarah Pollard); an estimate of the value of benefits and pension
contributions at 10% of base salary.
Minimum performance Target performance Maximum performance Maximum performance including share price growth
Annual bonus
0% 60% of maximum opportunity
Jonathan Myers – 60% of 150% of salary
Sarah Pollard – 60% of 125% of salary
100% of maximum opportunity
Jonathan Myers – 150% of salary
Sarah Pollard – 125% of salary
100% of maximum opportunity
Jonathan Myers – 150% of salary
Sarah Pollard – 125% of salary
Long-Term Incentive Plan – RSP
0% 100% of award
Jonathan Myers – 79% of salary
Sarah Pollard – 66% of salary
100% award
Jonathan Myers – 79% of salary
Sarah Pollard – 66% of salary
100% of award with a 50% increase in
share price over the vesting period
Jonathan Myers – 79% of salary
Sarah Pollard – 66% of salary
RECRUITMENT REMUNERATION ARRANGEMENTS
When hiring a new Executive Director, the Committee will set the Executive Director’s ongoing remuneration in a manner consistent with the Policy
detailed in the table above. Our approach to remuneration on recruitment is consistent with our overall philosophy of offering a package sufficient to
attract talent of the calibre needed while aiming to pay no more than is necessary.
New appointments may have their salaries set at a lower level while they become established in their role with higher than typical increases made on
a phased basis subject to the individual’s performance and contribution to the Group.
To facilitate the hiring of candidates, the Committee may make an award to buy-out variable remuneration arrangements forfeited on leaving a
previous employer. In doing so, the Committee will take account of relevant factors including the form of award, the value forfeit, any performance
conditions and the time over which the award would have vested. The intention of any buy-out would be to compensate in a like for like manner as
far as is practicable.
The maximum level of variable pay that may be awarded to new Executive Directors (excluding buy-out arrangements) in respect of their recruitment
will be in line with the maximum level of variable pay that may be awarded under the annual bonus plan and LTIP. The Committee will ensure that
such awards are linked to the achievement of appropriate and challenging performance measures and/or underpins as appropriate.
Appropriate costs and support will be covered if the recruitment requires relocation of the individual.
If an Executive Director is promoted internally, existing awards and ongoing prior remuneration obligations will usually continue to run and they will
typically continue to participate in plans or benefits that were in place prior to their appointment to the Board.
On recruitment of a Non-Executive Director, the Policy elements set out in the table above will apply.
EXECUTIVE DIRECTOR CONTRACTS AND LOSS OF OFFICE PAYMENTS
Executive Directors have indefinite service contracts and no Executive Director has a notice period in excess of one year or a contract containing any
provision for pre-determined compensation on termination exceeding one year’s salary and contractual benefits. Details of the current Executive
Directors’ service contracts are shown below:
Name Date of appointment
Jonathan Myers 1 May 2020
Sarah Pollard 4 January 2021
Upon the termination of an Executive Director’s employment, the Committee’s approach to determining any payment for loss of office will normally
be guided by the following principles:
• The Committee shall seek to apply the principle of mitigation where possible, as well as seeking to find an outcome that is in the best interests of
the Company and shareholders as a whole, taking into account the specific circumstances
• Relevant contractual obligations, as set out above, shall be observed or taken into account
• The Committee reserves the right to make additional exit payments where such payments are made in good faith to satisfy an existing legal
obligation (or by way of damages for breach of any such obligation) or to settle or compromise any claim or costs arising in connection with the
employment of an Executive Director or its termination, or to make a modest provision in respect of legal costs and/or outplacement fees
• The treatment of outstanding variable remuneration shall be as determined by the relevant plan rules, as set out on the next page
• Any payments for loss of office shall only be made to the extent that such payments are consistent with this Policy.
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LONG-TERM INCENTIVE PLANS
Cessation of directorship/employment before the vesting date
Death The award will normally vest as soon as practicable following death and will not typically be subject to a holding period.
Injury, ill health,
disability, sale of the
participant’s employing
company or business
out of the Group or
any other reason if the
Committee so decides
The award will normally vest on the original vesting date. The Committee will have sole discretion as to the extent to which the
award will vest, taking into account the extent to which the performance conditions and performance underpins have been met
for the PSP and RSP respectively.
Alternatively, the Committee has the discretion to allow the award to vest at the time of cessation of directorship/employment by
the Group, taking into account the extent to which the performance conditions or underpins have been met up to that date.
Awards will be subject to any applicable holding period unless the Committee determines otherwise.
The Committee will reduce the award to reflect the period that has elapsed at the time of cessation unless the Committee
determines otherwise.
Any other reason The award will lapse upon cessation of directorship/employment.
Cessation of directorship/employment during the holding period
(i.e. in respect of shares held for a compulsory holding period):
Death The award will vest as soon as practicable following death.
Lawful dismissal
without notice by the
Company
The award will lapse upon cessation of directorship/employment.
Any other reason The award will generally be released at the end of the holding period unless the Committee determines otherwise.
Annual bonus scheme – cash element
The extent to which any annual bonus is paid in respect of the year of departure will be determined by the Committee (in such proportion of cash
and shares as it considers appropriate) taking into account the performance metrics and whether it is appropriate to time pro-rate the award for the
time served during the year. The bonus will be paid at the usual time unless in exceptional circumstances when the Committee may determine to
accelerate the payment.
Annual bonus scheme – deferred share element
Death, injury, disability, redundancy, retirement, the sale of the participant’s
employing company or business out of the Group or any other reason if the
Committee so decides.
The award will vest on the normal vesting date unless the Committee
determines otherwise.
Any other reason. The award will lapse upon cessation of directorship/employment.
RETIREMENT BENEFITS
Retirement benefits will be received by any Executive Director who is a member of any of the Group’s pension plans in accordance with the rules of
such plan.
Remuneration Policy continued
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CHANGE IN CONTROL
The rules of the LTIP provide that, in the event of a change of control or winding-up of the Company, all awards will vest early taking into account: i)
the extent to which the Committee considers that the performance conditions or underpins have been satisfied at that time and ii) the pro-rating of
the awards to reflect the proportion of the performance period that has elapsed, although the Committee can decide not to pro-rate an award if it
regards it as inappropriate to do so in the particular circumstances. Deferred bonus awards will normally vest in full on a takeover or winding-up of
the Company. In the event of a special dividend, demerger or similar event, the Committee may determine that awards vest on the same basis. In the
event of an internal corporate reorganisation, awards may be replaced by equivalent new awards over shares in a new holding company. Similarly, in
the event of a merger of equals, the Committee may invite participants to voluntarily exchange their awards that would otherwise vest for equivalent
new awards over shares in a new holding company.
The Committee may, in the circumstances referred to above, determine to what extent any bonus should be paid in respect of the financial year in
which the relevant event takes place, taking into account the extent to which the Committee determines the relevant performance metrics have been
(or would have been) met.
STATEMENT OF CONSIDERATION OF EMPLOYMENT CONDITIONS ELSEWHERE IN THE COMPANY
When reviewing and setting Executive Director remuneration, the Committee takes into account the pay and employment conditions of all employees
of the Group. The Committee is provided with information at each meeting setting out management approach to pay around the Group. During the
last year, this has covered a range of items including management’s activities to support employees during the cost-of-living crisis in high inflation
countries, other reward activities across the Group as well as the group-wide pay review budget, which is one of the key factors considered by the
Committee when reviewing the salaries of the Executive Directors. Although the Group has not carried out a formal employee consultation regarding
Board remuneration, it does comply with local regulations and practices regarding employee consultation more broadly.
COMMUNICATION WITH SHAREHOLDERS
The Committee is committed to an ongoing dialogue with shareholders and seeks the views of significant shareholders, their representative bodies
and other interested parties such as proxy agencies when formulating and implementing the Policy.
TERMS AND CONDITIONS FOR NON-EXECUTIVE DIRECTORS
Non-Executive Directors are appointed pursuant to the terms of their appointment letters for an initial period of three years, normally renewable on a
similar basis. Notwithstanding this, all Non-Executive Directors are subject to annual re-election at the Company’s AGM and their election is subject to
a dual-vote including the votes of only those shareholders who are not members of the Concert Party shareholders. The expiry dates of the letters of
appointment are set out below.
Name Expiry of term
David Tyler (Chair) 23 November 2025
Kirsty Bashforth 31 October 2025
Jitesh Sodha 30 June 2027
Valeria Juarez 21 September 2027
Vivek Ahuja 30 April 2027
The letters of appointment of Non-Executive Directors and service contracts of Executive Directors are available for inspection at the Company’s
registered office during normal business hours and will be available at the AGM.
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Report on the Directors’ Remuneration
This Report on the Directors’ Remuneration sets out how the current Policy was applied throughout FY25 and how our Directors’ Remuneration Policy
will be applied during FY26. The Report on Directors’ Remuneration is subject to an advisory vote at our 2025 AGM.
Information contained within the Report on Directors’ Remuneration has not been subject to audit unless stated.
SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED)
The table below sets out in a single figure, the total amount of remuneration, including each element received by each of the Directors for the year
ended 31 May 2025 (amounts are rounded to the nearest Pound Sterling):
EXECUTIVE DIRECTORS
Jonathan Myers Sarah Pollard
Salary/fees
1
2025 659,200 412,000
2024 633,245 392,500
Benefits
2
2025 22,750 17,250
2024 22,748 17,24 8
Pension
3
2025 65,920 41,200
2024 63,324 39,250
Total fixed
2025 747,870 470,450
2024 719,317 448,998
Bonus
4
2025 744,287 387,650
2024
5
646,855 333,796
PSP
6
2025 55,682 28,009
2024 34,906 16,439
Total variable
2025 799,969 415,659
2024 681,761 350,235
Total
2025 1, 547, 839 886,109
2024 1,401,078 799,233
NON-EXECUTIVE DIRECTORS
David Tyler
7
Kirsty Bashforth John Nicolson
8
Jitesh Sodha Valeria Juarez Vivek Ahuja
9
Salary/fees
1
2025 286,125 77, 50 0 45,231 60,000 65,000 69,942
2024 280,219 74,375 68,750 58,750 63,577 6,413
Benefits
2
2025 – – – – – –
2024 – – – – – –
Total
2025 286,125 77, 50 0 45,231 60,000 65,000 69,942
2024 280,219 74,375 68,750 58,750 63,577 6,413
1 The amount of salary/fees payable in the period, reflecting the pay increases effective 1 September 2024.
2 Taxable benefits comprise life assurance, healthcare insurance and car allowance. £21,500 car allowance for CEO and £16,000 car allowance for CFO. In respect of the Non-Executive Directors, certain
travel and accommodation expenses in relation to attending Board meetings are also treated as a taxable benefit.
3 Jonathan Myers and Sarah Pollard receive salary supplements of 10% of salary in lieu of pension contributions.
4 Details of the performance measures and weightings, as well as results achieved under the annual bonus arrangements in place in respect of the year, are shown on pages 87 and 88.
5 Includes relevant dividend equivalent shares value for previous year Deferred Bonus Awards as shown on page 89.
6 The value of the 2021 PSP has been updated since the previous Annual Report. Calculations now use actual vesting share price of £0.901 and includes relevant dividend equivalent shares value.
7 David Tyler was appointed to the Board on 24 November 2022 and as Chair on 23 March 2023.
8 John Nicolson retired from the Board on 21 November 2024.
9 Vivek Ahuja was appointed Senior Independent Director on 21 November 2024.
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BASE SALARY (AUDITED)
Base salaries for individual Executive Directors are reviewed by the Committee annually, with increases taking effect from 1 September. Salaries are
set with reference to the scope of the role and the markets in which PZ Cussons operates, the performance and experience of the individual, pay
levels in other organisations of a similar size and complexity, and pay increases elsewhere in the Group.
The following table sets out details of the changes to base pay for the Executive Directors.
Jonathan Myers
CEO
Sarah Pollard
CFO
Salary with effect from 1 September 2025 £684,903 £428,064
Salary with effect from 1 September 2024 £665,600 £416,000
Jonathan Myers’ and Sarah Pollard’s base salaries have both been increased by 2.9% from 1 September 2025. This is below the average level awarded
to the wider employee population in the UK.
NON-EXECUTIVE DIRECTOR FEES (AUDITED)
There are no increases to fees for Non-Executive Directors for FY26.
From
1 September
2025
From
1 September
2024 Increase
Basic fees
Chair
1
£286,125 £286,125 0%
Non-Executive Director £60,000 £60,000 0%
Additional fees
Senior Independent Director £10,000 £10,000 0%
Chair of Audit and Risk or Remuneration Committee £12,500 £12,500 0%
Chair of any other Committee £5,000 £5,000 0%
Director responsible for employee engagement
2
£5,000 £5,000 0%
1 The Chair of the Board does not receive additional fees for chairing other Board Committees.
2 The Chair of the Remuneration Committee also acted as the Non-Executive Director responsible for employee engagement from 14 September 2023.
ANNUAL BONUS FOR THE YEAR ENDED 31 MAY 2025 (AUDITED)
In respect of the year ended 31 May 2025, the CEO, Jonathan Myers, and the CFO, Sarah Pollard, both participated in the annual bonus scheme.
Under this scheme, the CEO was eligible to earn a cash bonus of up to 150% of base salary and the CFO 125% of base salary. Under the new
Remuneration Policy, 40% of any bonus earned will be deferred into Company shares which vest after two years and are subject to recovery and
withholding provisions and continued employment.
As set out last year, the FY25 annual bonus was based on two key financial indicators: 60% Adjusted Operating Profit, 20% Free Cash Flow, with the
remaining 20% of the bonus being subject to delivery against key business objectives relating to delivery of the strategy and key business priorities/
personal objectives for FY25. A summary of the performance targets and outturns are set out in the following tables.
FY25 FINANCIAL TARGETS
The financial targets and our performance against them are set out below:
Proportion of
total bonus
1
Threshold (10%
payout)
2
Target (60%
payout)
2
Stretch (100%
payout)
2
Actual
performance
3
% of total bonus
payable
4
Adjusted Operating Profit
5
60% £47.7m £53.0m £55.7m £54.6m 50.9%
Operating Free Cash Flow
5
20% 69.5% 81.9% 95.2% 84.7% 13.7%
Total 64.5%
1 Personal objectives make up the remaining 20% of the bonus opportunity as explained on page 86.
2 The financial targets were set on a constant currency basis, consistent with prior years and typical market practice to mitigate participants benefiting or being penalised for currency movements outside
their control.
3 The actual performance in the table is based on budgeted FX rates used for management reporting to determine the value of bonus payable.
4 % of total bonus payable is derived using internal payout curves. For Adjusted Operating Profit, the payout is 84.8% of maximum and for Operating Free Cash Flow the payout is 68.3% of maximum.
5 These measures are defined in the Alternative Performance measures section on pages 171 to 173.
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FY25 KEY BUSINESS OBJECTIVES
The FY25 Key Business Objectives (KBO) and milestones achieved are set out in the table below. KBO 1 and 2 are shared between the CEO and CFO,
KBO 3 is specific to the CEO and KBO 4 is specific to the CFO.
KBO Milestones achieved
1
Deliver FY25 budget targets:
CEO and CFO
• Shared goal to hit the numbers by way of reliable delivery of revenue growth, growth margin % Operating Profit, EPS
and Cash.
2
Drive portfolio transformation
through to execution: CEO
and CFO
• Successful review of future of the St.Tropez brand within the business and plan for future.
• Successful outcome of strategic review of Africa. Outcome defined through the strategic review process in identifying
the scope of the transactions to be implemented.
3
Deliver PZ Cussons FY25 BU
and functional priorities: CEO
• A number of initiatives were delivered in respective business units to deliver priorities:
• Build a powerhouse of profitable growth in the UK.
• Strengthen the platform for accelerated growth in ANZ.
• Get Indonesia back to reliable growth.
• Maintain our competitive position in Nigeria.
• Drive profitable growth beyond our core.
There was a continued focus on functional improvement to enable growth and transformation in the:
• HR function (Talent, PZ Leadership and Culture), IT function (Digital and Group), Supply Chain function
(Next Generation Supply Chain and Structural Cost Reduction) and Global Brand-building (Brand-building,
Innovation and Commercial roadmap).
4
Deliver PZ Cussons FY25 BU
and functional priorities: CFO
• Significant progress was made across the Finance function:
• Lead a second year of preventative measures to manage Group being risked by FX/cash challenges in Nigeria.
• Improvements on internal FP&A and management information.
• Oversee external audit improvement (PwC) and continue to drive ICFR UK corporate reform compliance.
• Develop the Financial Leadership Team structure.
The Committee reviewed the bonus outcome in the context of overall Group performance, taking into consideration the experience of the key
stakeholders, including employees and shareholders, during the year. The Committee considered both outcomes and drivers of adjusted and
statutory financial performance and the drivers of these, together with the individual contribution of the CEO and CFO in navigating a challenging
trading environment; particularly in our Africa business which continues to be impacted by macro-economic factors such as the devaluation of the
Nigerian Naira. Taking all these factors into account, we concluded that the resulting 64.5% of maximum being earned for financial performance was
appropriate and that no discretionary adjustment was warranted.
The Committee also reviewed the performance of the Executive Directors against the objectives set out above, while also taking into account the
experience of the Company’s wider stakeholders, and determined a bonus payout of 10% out of a maximum of 20% against the KBOs, taking the total
payout to 74.5%.
40% of the FY25 annual bonus, totalling £297,715 for the CEO and £155,060 for the CFO will be deferred into shares for two years.
ANNUAL BONUS FOR THE YEAR ENDING 31 MAY 2026
Executive Directors will continue to be eligible to participate in the annual bonus scheme in respect of the year ending 31 May 2026 under the Policy.
The annual bonus opportunity for the CEO and CFO will continue to be 150% and 125% of salary respectively, which can be earned for delivery against
challenging targets, with 60% of maximum payable for on-target performance under the financial metrics.
For the FY26 annual bonus, the Adjusted Operating Profit measure remains unchanged at 60% and the Free Cash Flow measure unchanged at 20% to
prioritise focus for the Executive Directors on profitability and cash management. Revenue remains a weighted bonus metric for local leaders and will
be considered as part of the Committee’s holistic review of financial performance at the end of the year. The remaining portion of the bonus (20%)
will be based on key personal and business objectives relating to delivery of the strategy and key business priorities for FY26.
Targets for the FY26 bonus have been set by the Committee to be appropriately demanding and also reflective of current commercial circumstances, internal
planning and market expectations. Targets have been set on a business-as-usual basis, to account, inter alia, for the Company’s recent announcement to
embark on a new strategic direction for the St.Tropez brand, as well as the sale of its stake in PZ Wilmar as part of the continuing strategic evaluation of Group
operations in Africa. The Committee will review the appropriateness of the targets set for the FY26 annual bonus, to ensure that the original targets
remain appropriately stretching and the FY26 annual bonus outcome is a fair reflection of underlying financial performance and the shareholder
experience. The Directors consider that the Group’s future targets are commercially sensitive and could provide our competitors with insights into our
business plans and expectations. As such, they should therefore remain confidential to the Company at this time (although they will be retrospectively
disclosed in next year’s Directors’ Remuneration Report).
Report on the Directors’ Remuneration continued
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86
Bonuses are payable at the discretion of the Committee and the Committee may apply discretion to amend the bonus payout should it not, in the
view of the Committee, reflect underlying business performance or individual contribution.
In line with the Policy, a minimum of 40% of the FY26 bonus earned will be deferred into shares. The deferral period will typically be two years (unless
the Committee determines otherwise).
Awards made under the annual bonus scheme will be subject to recovery and withholding provisions that would enable the Committee to recover
amounts paid in circumstances of i) a material misstatement of audited results, ii) employee misconduct associated with the governance or conduct
of the business, iii) an erroneous calculation of a performance condition, iv) reputational damage or v) corporate failure. The ability to apply these
provisions operates for a period of up to three years for awards to Executive Directors and other senior executives.
LONG-TERM INCENTIVE PLANS
The following sets out details of:
• Performance Share Plan Awards
• Restricted Share Plan Awards
• Deferred Bonus Awards
Executive Directors and certain senior executives were eligible to participate in the PSP, which provided for the grant of conditional rights to receive
nil-cost shares subject to continued employment over a three-year vesting period and the satisfaction of certain performance criteria established by
the Committee. The current version of the PSP, the PZ Cussons plc Long-Term Incentive Plan 2020 (the LTIP 2020), was approved by shareholders and
adopted at the 2020 Annual General Meeting. Following shareholder approval of the Policy at the AGM in November 2023, the Executive Directors,
and other senior executives, were granted awards under the RSP. More details are provided below.
PERFORMANCE SHARE PLAN AWARDS (AUDITED)
The outstanding awards granted to each Director of the Company under the Performance Share Plan are as follows:
Date of
award
Number of
awards at
1 June 2024
Granted/
allocated in
year
Vested in
year
Lapsed in
year
Dividend
Equivalent
Shares
Number of
awards at
31 May 2025
Share price
at date of
award (£)
Share price
at date of
vesting (£)
Vesting/
transfer
date
1
J Myers 23-Sep-21 403,806 – 35,009 368,797 3,731 – 2.265 0.901 23-Sep-24
S Pollard 23-Sep-21 190,198 – 16,490 173,708 1,755 – 2.265 0.901 23-Sep-24
J Myers 23-Sep-22 461,580 – – – – 461,580 2.005 – 23-Sep-25
S Pollard 23-Sep-22 232,178 – – – – 232,178 2.005 – 23-Sep-25
1 Subject to performance conditions. Shares vesting under the award are subject to a two-year post-vesting holding period.
VESTING OF PSP AWARDS GRANTED IN THE YEAR ENDED 31 MAY 2023
PSP awards were made to the CEO and CFO in the year to 31 May 2023 and are due to vest on 23 September 2025. They are based on performance
over the period from 1 June 2022 to 31 May 2025. The CEO and CFO were granted 461,580 and 232,178 shares respectively on the date of grant
(23 September 2022), using a share price of £1.992. The awards shall vest on 23 September 2025 at 15.1% of maximum, based on the performance
criteria detailed in the following table. A three-month average share price to 31 May 2025 (£0.7989) has been used to estimate the value of
these awards.
The performance metrics, as disclosed in FY23, were aligned with the business’ mid- to long-term priorities. The table below sets out the relative
weightings and a description of each measure, as well as the targets for threshold and maximum levels of vesting. Details of the performance against
each of the metrics is also set out.
Weighting
Threshold
(25% payout)
Maximum
(100% payout)
Actual
performance
% of maximum
payable
EPS growth 60% 2% p.a. 6% p.a. (15.5)% 0%
Revenue growth from Must Win Brands 20% 2% 6% 1.9% 0%
Sustainability targets 20% See below See below See below 15.1%
Total 15.1%
The FY23 LTIP was the third year of sustainability targets and the overall vesting level for FY23 awards has been discussed in detail at both the
Environmental and Social Impact and Remuneration Committees, with both Committees in full agreement on the vesting level. The following table
sets out the detailed performance against the targets. Each element is equally weighted.
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Target Target Extent of Vesting Performance description
Weighted
Performance
achievement %
Carbon
neutrality
Carbon Neutral in global operations (Scopes 1+2) by end
of the performance period.
Carbon Neutral in global operations + 10% absolute
reduction by end of performance period (Scopes 1+2) +
established verified baseline Scope 3 measurement.
Carbon Neutral in global operations + 10% absolute
reductions (Scopes 1+2) by end of performance period.
Carbon Neutrality: FY25 PZ Cussons has achieved
carbon neutrality in operations across all
business units.
Absolute Carbon Reduction (Market Based): FY25
presented a 68.7% reduction versus our FY21 baseline
year. This result shows we have met and surpassed our
SBTi aligned target five years ahead of our target plan.
Scope 3 verified baseline: Scope 3 2021 baseline is
measured, verified and published.
Scope 3 reduction plan: An SBT-aligned reduction plan
to 2045 was not developed.
4.2%
Package
sustainability
10% reduction in virgin plastic by end of performance
period (2021 baseline).
10% reduction in virgin plastic by end of performance
period (2021 baseline) + 80% certified paper in packaging.
10% reduction in virgin plastic by end of performance
period (2021 baseline) + 100% certified paper
in packaging.
Plastic reduction: FY25 presented a 12.5% reduction in
virgin plastic intensity versus our FY21 baseline year.
Paper certification: certified or recycled paper
currently sitting at 96%. The data covers over 95% (by
tonnage) of our manufactured and third-party sourced
consumer goods. Certification and recycled content
are based on supplier documentation and have not
been independently verified or physically reviewed.
4.2%
Employee
wellbeing
Employee wellbeing score average 72% across the
three-year performance period.
Employee wellbeing score average 75% across the
three-year performance period.
Employee wellbeing score average 78% across the
three-year performance period.
The latest employee wellbeing score, provided by
our external survey provider, is 82%. This means we
averaged over 78% across the three-year performance
period which is equivalent to a maximum level of vesting.
6.7%
Total 15.1%
The Committee has reviewed the overall level of vesting of 15.1% of maximum in the context of wider business performance and stakeholder
experience and is comfortable that vesting is justified at this level with no need to apply discretion.
RESTRICTED SHARE PLAN AWARDS (AUDITED)
The outstanding awards granted to each Director of the Company under the Restricted Share Plan are as follows:
Date of
award
Number of
awards at
1 June 2024
Granted/
allocated Face value Vested
Lapsed in
year
Number
of awards
at 31 May
2025
1
Share price
at date of
award (£)
Share price
at date of
vesting (£)
Gain
(£)
Vesting/
transfer
date
2
J Myers 27-Nov-23 411,899 – £576,000 – – 411,899 1.442 – – 27-Sep-26
S Pollard 27-Nov-23 214,530 – £300,000 – – 214,530 1.442 – – 27-Sep-26
J Myers 26-Sep-24 – 662,948 £599,040 – – 662,948 0.944 – – 26-Sep-27
S Pollard 26-Sep-24 – 345,285 £312,000 – – 345,285 0.944 – – 26-Sep-27
1 Jonathan Myers and Sarah Pollard were granted the above awards on 26 September 2024, calculated using the five-day average mid-market quotation at close of business on 24 September 2024 of
£0.9036. The share price used to determine the number of shares subject to the award was in accordance with the rules of the LTIP 2020. The awards were in the form of Conditional Shares.
2 Shares vesting under the award are subject to a two-year post-vesting holding period.
Following shareholder approval of the Policy at the 2023 AGM, the Executive Directors were granted a conditional award under the RSP in FY25.
The maximum award was 90% of base pay for the CEO and 75% of base pay for the CFO. The award vesting date for Executive Directors was aligned
with that of the rest of the Company’s LTIP awards at 26 September 2027. Post-vesting, awards will be subject to a further two-year holding period.
Report on the Directors’ Remuneration continued
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The vesting of the RSP is subject to three underpins detailed below, over the three financial years to May 2027. The Committee will also retain the
ability to reduce vesting (including to nil) subject to performance against the underpins measured over the vesting period:
• No material weakness in the underlying financial health or sustainability of the business
• Maintenance of appropriate governance frameworks, including acceptable controls and compliance performance and no events that result in
significant reputational damage to the Company (as determined by the Board)
• To ensure ongoing focus on our critical ESG commitments, satisfactory performance against environmental and societal commitments.
The Committee retained discretion to ensure that overall vesting levels are aligned to the underlying financial performance on both a Group and
individual basis. Recovery and withholding provisions as set out in the Policy will also apply to these awards.
The Executive Directors will be granted awards under the RSP in the year ended 31 May 2026. Having considered the share price performance in
recent years, and the possibility of future windfall gains arising from a significant increase in the number of RSP shares granted, the Committee agreed
to a one-off reduction in the levels of RSP to be awarded to both the CEO and CFO. Accordingly, the CEO will be granted a FY26 RSP award of 79% of
salary (reduced from 90% in FY25) and the CFO, 66% of salary (reduced from 75% in FY25). Post-vesting, awards will be subject to a further two-year
holding period. Awards are expected to be made in September 2025. The vesting of the RSP will remain subject to the three underpins detailed above
over the three financial years to May 2028. The Committee will retain the ability to reduce vesting (including to nil) subject to performance against
the underpins measured over the vesting period, as well as the discretion to ensure that overall vesting levels are aligned to the underlying financial
performance on both a Group and individual basis. Recovery and withholding provisions as set out in the Policy will also apply to these awards.
DEFERRED BONUS AWARDS (AUDITED)
Under the current Directors’ Remuneration Policy, 40% of any bonus is deferred into shares for two years. The table below includes grants of the
previous Policy where 25% of any payment was deferred into shares for three years.
Date of
award Basis of award
Number
of awards
at 1 June
2024
Granted/
allocated
in year
1
Face value
of awards
in year
Vested
in year
Lapsed
in year
Dividend
Equivalent
Shares
in year
Number
of
awards at
31 May
2025
Share
price at
date of
award
(£)
Share
price at
date of
vesting
(£)
Gain
(£)
Vesting/
transfer
date
2
J Myers 23-Sep-21 25% of
annual bonus
98,011 – – 98,011 – 10,450 – 2.265 0.901 nil 23-Sep-24
S Pollard 23-Sep-21 25% of
annual bonus
18,719 – – 18,719 – 1,993 – 2.265 0.901 nil 23-Sep-24
J Myers 23-Sep-22 25% of
annual bonus
60,653 – – – – – 60,653 2.005 – – 23-Sep-25
S Pollard 23-Sep-22 25% of
annual bonus
28,569 – – – – – 28,569 2.005 – – 23-Sep-25
J Myers 27-Sep-23 25% of
annual bonus
115,659 – – – – – 115,659 1.510 – – 27-Sep-26
S Pollard 27-Sep-23 25% of
annual bonus
58,177 – – – – – 58,177 1.510 – – 27-Sep-26
J Myers 26-Sep-24 40% of
annual bonus
– 282,177 £254,975 – – – 282,177 0.944 – – 26-Sep-26
S Pollard 26-Sep-24 40% of
annual bonus
– 146,967 £132,799 – – – 146,967 0.944 – – 26-Sep-26
1 Jonathan Myers and Sarah Pollard were granted the above awards on 26 September 2024, calculated using the five-day average mid-market quotation at close of business on 24 September 2024 of
£0.9036. The share price used to determine the number of shares subject to the award was in accordance with the rules of the DBSP 2021.
2 Awards granted prior to 2024 ordinarily vest on the third anniversary of grant and awards granted from 2024 will ordinarily vest on the second anniversary of grant, conditional only on
continued employment.
As disclosed in the Report on Directors’ Remuneration for the year ended 31 May 2021, and in line with the Company’s Remuneration Policy at
the time, 25% of the annual bonus earned for the year ended 31 May 2021 was deferred into shares, in the form of conditional awards, for both
Jonathan Myers and Sarah Pollard. These are set out in the prior table. These awards vested on 23 September 2024, on the third anniversary of grant,
conditional only on continued employment.
Last year’s Report on Directors’ Remuneration sets out the deferral of annual bonus earned for the year ended 31 May 2024 for both Jonathan Myers
and Sarah Pollard. In line with the Company’s Remuneration Policy at the time, 40% was deferred into shares with awards ordinarily vesting on the
second anniversary of grant, conditional only on continued employment. These awards are detailed in the prior table.
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Report on the Directors’ Remuneration continued
STATEMENT OF DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS
The Committee has established share ownership guidelines that require Executive Directors:
• To build up and retain holdings of shares (and/or deferred shares net of tax) worth 200% of salary
• To retain shares, until this share ownership threshold is met, with a value equal to 50% of the net gain after tax arising from the acquisition of
shares pursuant to any of the Company’s share incentive plans
• To defer 40% of any bonus earned into shares for two years, as set out in the Remuneration Policy
• After ceasing to be a Director, to maintain the lower of: (1) a shareholding of at least 200% of their base salary for the first year following cessation
of their employment, and 100% for the second year; and (2) their shareholding on cessation.
In addition, there is an expectation that Non-Executive Directors build up interests in the Company’s shares worth 100% of their base fee, net of
statutory deductions, within four years of appointment.
INTERESTS IN SHARES (AUDITED)
The interests in the Company’s shares of each of the Executive Directors as at 31 May 2025 (together with interests held by any connected persons) were:
Ordinary
shares held at
31 May 2025
Interests in share incentive
schemes that are not subject to
performance conditions as at
31 May 2025
Interests in share incentive
schemes that are subject to
performance conditions as at
31 May 2025
1
Shares held under
the SIP as at
31 May 2025
2
Value of shares held at
31 May 2025 as a % of
base salary
J Myers 290,543 1,533,336 461,580 8,678 146.00%
S Pollard 59,604 793,528 232,178 8,533 102.68%
1 Includes unvested awards under the PSP that remain subject to performance conditions.
2 Between 31 May 2025 and 11 September 2025, Jonathan Myers and Sarah Pollard each acquired 1,010 shares under the SIP.
While the Executive Directors have not yet met the guideline given their dates of appointment to the Company and Board, progress is being made
towards achieving the 200% of salary guideline.
The interests in the Company’s shares of each of the Non-Executive Directors (together with interests held by any connected persons) as at 31 May 2025,
or date of resignation if earlier, are detailed below:
Shareholding
requirement as %
of net fee
Ordinary shares held at
31 May 2025 or date of
resignation if earlier
Total price paid
to acquire shares
Shareholding as % of
fee at 31 May 2025 or
date of resignation if
earlier
David Tyler 100% 59,005 £76,687 51%
Kirsty Bashforth 100% 22,469 £38,524 121%
John Nicolson
1
n/a 0 0 0
Jitesh Sodha 100% 22,200 £54,923 173%
Valeria Juarez 100% 23,860 £35,386 111%
Vivek Ahuja 100% 20,000 £18,995 60%
1 As at date of retirement, 21 November 2024.
As set out above, Non-Executive Directors are expected to build up interests in the Company’s shares worth 100% of their base fee, net of statutory
deductions, within four years of appointment. As at 31 May 2025, the Non-Executive Directors exceeded this expectation, with the exception of David
Tyler and Vivek Ahuja.
There have been no changes in the interests of any Non-Executive Director between 31 May 2025 and 11 September 2025.
PENSION BENEFITS (AUDITED)
Directors are eligible for membership of the Company’s defined contribution pension arrangements and/or the provision of cash allowances in lieu
thereof. The contribution for Jonathan Myers and Sarah Pollard is set at 10% of salary, in line with the rate applicable to the wider UK employee
population. No Executive Director has accrued benefit relating to legacy defined benefit pension schemes previously operated by the Group.
LOSS OF OFFICE PAYMENTS AND PAYMENTS TO FORMER DIRECTORS (AUDITED)
There were no loss of office or payments to former Directors during the year.
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LIMITS ON SHARES ISSUED TO SATISFY SHARE INCENTIVE PLANS
The Company’s share incentive plans may operate over newly issued ordinary shares, treasury shares or ordinary shares purchased in the market. In
relation to all of the Company’s share incentive plans, the Company may not, in any ten-year period, issue (or grant rights requiring the issue of) more
than 10% of the issued ordinary share capital of the Company to satisfy awards to participants, nor more than 5% of the issued ordinary share capital
for executive share plans. In respect of awards made during the year ended 31 May 2025 under the Company’s share incentive plans, no new ordinary
shares were issued.
PERFORMANCE GRAPH
The graph below illustrates the performance of PZ Cussons plc measured by Total Shareholder Return (TSR) over the ten-year period to 31 May 2025
against the TSR of a holding of shares in the FTSE 250 Index over the same period, based on an initial investment of £100.
CHIEF EXECUTIVE OFFICER REMUNERATION FOR PREVIOUS TEN YEARS
Total
remuneration
(£000)
Annual bonus %
of maximum
opportunity
LTIP % of
maximum
opportunity
2024–25 Jonathan Myers 1,548 74.5% 15.1%
2023–24 Jonathan Myers 1,401 66.4% 8.67%
2022–23 Jonathan Myers 1,569 80.1% 20.0%
2021–22 Jonathan Myers 1,151 54.4% n/a
2020–21 Jonathan Myers 1,518 100.0% n/a
2019–20
1
Alex Kanellis 660 n/a n/a
2018–19 Alex Kanellis 802 0% 0%
2017–18 Alex Kanellis 732 0% 0%
2016–17 Alex Kanellis 1,586 100.0% 0%
2015–16 Alex Kanellis 1,105 47.4% 0%
1 For 2019–20 the figure for total remuneration represents the pay of A Kanellis from 1 June 2019 to 31 January 2020, the fees paid to C Silver while acting as Executive Chair from 1 February 2020
through 30 April 2020 and the pay of J Myers since his appointment on 1 May 2020. No bonus was paid to any of these individuals and the 2017 and 2018 PSP awards lapsed in full.
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below shows PZ Cussons’ distributions to shareholders and total employee pay expenditure for the financial years ended 31 May 2024 and
31 May 2025, and the percentage change:
2025
£m
2024
£m
Change
%
Total employee costs 76.7 79.7 (4)%
Dividends paid 15.1 21.9 (31)%
PZ Cussons plc TSR vs the FTSE 250 Index TSR
Value (£)
300
200
250
150
100
50
0
PZ Cussons plc FTSE 250 Index
20252015 2016 2017 2018 2019 2020 2021 2022 2023 2024
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Report on the Directors’ Remuneration continued
CHANGE IN DIRECTORS’ REMUNERATION AND FOR EMPLOYEES
The table below shows the change in annual Director remuneration (defined as salary, taxable benefits and annual bonus), compared to the change in
employee annual remuneration for a comparator group, from FY24 to FY25.
The PZ Cussons (International) Limited employee population was chosen as a suitable comparator group because it is considered to be the most
relevant, due to the UK employment location and the structure of total remuneration (employees are able to earn an annual bonus as well as
receiving a base salary and benefits), and because PZ Cussons plc has no employees other than the Executive Directors.
UK
Employees
Jonathan
Myers
(CEO)
Sarah
Pollard
(CFO)
David Tyler
(Chair)
1
Kirsty
Bashforth
Dariusz
Kucz
2
John
Nicolson
5
Jeremy
Townsend
3
Jitesh
Sodha
Valeria
Juarez
Vivek
Ahuja
4
2024-25
Salary/fees 5.9% 4.1% 5.0% 2.1% 4.2% n/a (34.2)% n/a 2.1% 2.2% 990.6%
Benefits 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Bonus 26.4% 16.8% 16.8% n/a n/a n/a n/a n/a n/a n/a n/a
2023-24
Salary/fees 5% 4.2% 8.7% n/a 14.4% n/a 5.8% n/a 6.8% 15.6% n/a
Benefits 7.2% 0.8% 1.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Bonus (26.2)% (13.4)% (10.4)% n/a n/a n/a n/a n/a n/a n/a n/a
2022-23
Salary/fees 3.5% 3.4% 8.7% n/a (0.6)% (0.7)% (0.6)% (0.6)% 9.1% 44.4% –
Benefits 0.0% 0.2% 0.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% –
Bonus 41.6% 52.4% 62.7% n/a n/a n/a n/a n/a n/a n/a –
2021-22
Salary/fees 3.5% 3.5% 10.5% – 6.1% 5.1% 4.7% 4.7% 100.0% 100.0% –
Benefits 0.0% 0.0% 0.0% – 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% –
Bonus (62.0)% (56.0)% 38.0% – n/a n/a n/a n/a n/a n/a –
2020-21
Salary/fees 3.0% 0.0% n/a – 17. 5% 0.0% 0.0% (19.0)% – – –
Benefits 0.0% 0.1% n/a – (100.0)% (100.0)% (100.0)% n/a – – –
Bonus 0.0% n/a n/a – n/a n/a n/a n/a – – –
1 David Tyler was appointed to the Board on 24 November 2022 and as Chair on 23 March 2023. The % increase for 2023-24 was skewed due to the prior year’s figure reflecting an incomplete financial
year of service; therefore, the figure is inappropriate and not presented in the table.
2 Darius Kucz retired from the Board on 14 September 2023. The % fee increase for 2023-24 was skewed on the current year’s figure, reflecting an incomplete financial year of service; therefore, the figure
is inappropriate and not presented in the table.
3 Jeremy Townsend retired from the Board on 28 February 2024. The % fee increase for 2023-24 was skewed due to the current year’s figure reflecting an incomplete financial year of service; therefore,
the figure is inappropriate and not presented in the table.
4 Vivek Ahuja was appointed to the Board on 1 May 2024.
5 John Nicolson retired from the Board on 21 November 2024.
CEO TO ALL-EMPLOYEE PAY RATIO
Option A was used for the analysis because it is the ‘purest’ approach. Under Option A, companies are required to determine total full-time
equivalent total remuneration for all UK employees for the relevant financial year. The CEO single figure is the pay received by Jonathan Myers in
relation to FY25. As set out, in setting remuneration for the CEO, both internal and external benchmarks are considered, as is the remuneration of
the broader workforce. The Committee receives market updates from their independent advisers which provide context from other listed companies.
Executive pay policy for the CEO, other Directors and senior management is then set as to be appropriately positioned for the size and scope of the
roles and experience of the individuals.
The ratio is considered to be reflective of the pay, reward and progression policies within the Company’s UK employee population. Pay levels for roles
are set taking into account internal relativities and external benchmarks, and promotions are considered on an annual cycle.
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Employee data includes those employed as at 31 May 2025. For any employee who joined after 1 June 2024 and was still employed at 31 May 2025,
remuneration for that employee has been calculated as if the employee had been employed for the full year. Where there was no identifiable
employee at the 25th, 50th or 75th percentile, then the data for the employee closest to that percentile has been used. If two employees were
equally close to the relevant percentile then the employee with the most representative pay mix was selected. Additionally, where pay includes
statutory pay such as maternity, paternity or sick pay, these amounts have been included in the calculation.
Method
CEO Single figure
(£000) Upper quartile Median Lower quartile
2024-25 A 1,548 17 29 41
2023-24
1
A 1,401 14 20 30
2022-23 A 1,569 18 29 44
2021-22 A 1,151 15 23 30
2020-21 A 1,518 19 29 40
2019-20 A 660 9 13 19
1 CEO single figure has been updated to reflect actual vesting share price of the 2021 PSP award and dividend equivalent figures. See note 5 and 6 under the single figure table.
The median pay ratio has increased in the year to 31 May 2025. This was driven primarily by the annual bonus payout year-on-year change, given a
significant proportion of the CEO’s remuneration package comprises of variable pay.
The salary and total pay for the individuals identified at the lower quartile, median and upper quartile positions as at 31 May 2025 are set out below:
2025 Salary Total pay
Upper quartile individual £73,500 £91,633
Median individual £46,567 £53,875
Lower quartile individual £33,344 £37,837
CONSIDERATION BY THE DIRECTORS OF MATTERS RELATING TO DIRECTORS’ REMUNERATION
Throughout the year, the Committee has comprised exclusively independent Non-Executive Directors in accordance with the 2018 Code. The
Committee held four scheduled meetings during the 2025 financial year with our activities summarised in the table below.
The following Directors were members of the Remuneration Committee when matters relating to the Directors’ remuneration for the year were being
considered:
• Kirsty Bashforth (Chair from 1 July 2020)
• Jitesh Sodha
• Valeria Juarez
• Vivek Ahuja (from 21 November 2024)
During the year, the Committee received advice from Willis Towers Watson (WTW) in relation to market practice. WTW is a member of the
Remuneration Consultants Group and has signed the voluntary Code of Practice for remuneration consultants. The fees paid to WTW in respect of this
work were charged on a time and materials basis and totalled £43,400 excluding VAT for the year. WTW does not have any other connections with PZ
Cussons plc or any Director of the Company. The Committee appointed WTW following a full review process and is satisfied that the advice provided
by WTW is objective and independent.
During the year, the Committee consulted David Tyler (in his capacity as Non-Executive Chair) on issues where it felt his experience and knowledge
could benefit its deliberations and he attended meetings by invitation. The Committee also consulted Jonathan Myers as CEO on proposals relating
to the remuneration of members of the Group’s senior management team and he too attended meetings by invitation. The CFO, Chief People Officer
and Group Reward Director also attended meetings by invitation. The Committee is supported by the Company Secretary who acts as Secretary to the
Committee. Invitees are not involved in any decisions or discussions regarding their own remuneration.
In setting remuneration for Executive Directors and senior managers, both internal and external benchmarks are considered, as is the remuneration of
the broader employee population.
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COMMITTEE ACTIVITIES DURING THE YEAR ENDED 31 MAY 2025
July 2024
• Remuneration Policy review.
• Review of draft Remuneration Report in respect of FY24.
• Update on external environment from independent adviser.
• Review annual bonus awards for FY24.
• Review and approval of structure and financial targets for the
annual bonus scheme for FY25.
• Approval of executive salary review.
• Review of vesting of past awards under the PSP and update on
the progress of in-flight awards.
• Review of levels of share ownership.
• Review of company-wide remuneration dashboard.
September
2024
• Update on external environment from independent advisor.
• Approval of shareholder communication.
• Approval of FY24 Directors’ Remuneration Report.
• Review of post-audit annual bonus awards for FY24.
• Review of final target for FY25 annual bonus.
• Review of Executive Director FY25 Key Business Objectives.
• In-flight PSP award update.
• Approval of Executive Director FY22 PSP vesting.
• Review and approval of FY25 RSP and Deferred Bonus Share
Plan awards.
• Review of company-wide remuneration dashboard.
• Good leaver approval.
February 2025
• Update on external environment from independent adviser.
• Update on FY25 annual bonus performance.
• Update on the progress of in-flight PSP awards.
• Review approach to remuneration for strategic review of Africa.
• Review of the revised Corporate Governance Code
reward provisions.
• Review of company-wide remuneration dashboard.
• Good leaver approval.
• Review of interim FY25 RSP awards.
May 2025
• Update on external environment from independent advisor.
• Update on FY25 annual bonus performance.
• Consideration of FY26 annual bonus design principles.
• Update on the progress of in-flight PSP awards.
• Review of company-wide remuneration dashboard including
salary review proposals.
• Review of approach to interim remuneration changes for
Executive Committee.
• Review approach to ED and NED share ownership guidelines.
• Review of Board Chair’s fee.
SHAREHOLDER ENGAGEMENT
The Committee recognises the importance of understanding the perspective of the shareholders when taking decisions. We communicate with our
shareholders during both Remuneration Policy reviews and in advance of any significant changes to the implementation of our policy. While we note
that there are a range of different views among institutional investors on the most appropriate pay models and performance metrics, we will always
consider the views expressed to us and explain why we take a different approach if we choose to do so.
STATEMENT OF SHAREHOLDER VOTING
The Committee is directly accountable to the shareholders and, in this context, is committed to an open and transparent dialogue with the shareholders on the
issue of executive remuneration. For example, during FY24, this took the form of consultation on the proposed Policy, as well as questions at the 2024 AGM
held on 21 November 2024. The votes cast at the 2024 AGM in respect of the advisory vote on the 2024 Report on Directors’ Remuneration and in
respect of the binding vote for the Directors’ Remuneration Policy are shown below.
The Remuneration Committee Chair will be available to answer questions from the shareholders regarding remuneration at the 2025 AGM and looks
forward to ongoing dialogue with shareholders during FY26.
ADVISORY VOTE ON THE 2024 REPORT ON DIRECTORS’ REMUNERATION AND THE CHAIR’S ANNUAL STATEMENT (2024 AGM)
Votes for Votes against
Votes cast Votes withheldNumber % Number %
290,233,658 84.19 54,490,079 15.81 344,723,737 39,577
BINDING VOTE ON AMENDMENTS TO THE DIRECTORS’ REMUNERATION POLICY (2023 AGM)
Votes for Votes against
Votes cast Votes withheldNumber % Number %
236,473,923 71.24 95,488,209 28.76 331,962,132 12,150,481
By order of the Board of Directors
Kirsty Bashforth
Remuneration Committee Chair
16 September 2025
Report on the Directors’ Remuneration continued
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94
Report of the Directors
The Directors present their report, together with the audited Consolidated
Financial Statements, and the Report of the Auditor, for the year ended
31 May 2025.
PRINCIPAL ACTIVITIES
The principal activities of the Group are the manufacture and
distribution of soaps, detergents, toiletries, beauty products,
pharmaceuticals, electrical goods, edible oils, fats and spreads, and
nutritional products. The subsidiary undertakings and joint ventures
principally affecting the profits, liabilities and assets of the Group are
listed in note 28 of the Consolidated Financial Statements.
RESULTS AND DIVIDENDS
A summary of the Group’s results for the year is set out in the Financial
Review on pages 12 to 15 of the Strategic Report.
The Directors recommend a final dividend of 2.10p (2024: interim
dividend of 2.10p) per ordinary share to be paid on 27 November 2025
to ordinary shareholders on the register at the close of business on
31 October 2025, which, together with the interim dividend of 1.50p
(2024: 1.50p) paid on 9 April 2025, makes a total of 3.60p for the year
(2024: 3.60p).
SCOPE OF THE REPORTING IN THIS ANNUAL REPORT
ANDACCOUNTS
The Group’s statement on corporate governance can be found on pages
56 to 62 which is incorporated by reference and forms part of this
Report of the Directors. For the purposes of compliance with DTR 4.1.5
R(2) and DTR 4.1.8 R, the required content of the Management Report
can be found in the Strategic Report and this Report of the Directors,
including the sections of the Annual Report and Accounts incorporated
by reference.
The information required to be disclosed by the UK Listing Rules, UKLR
6.6.1 R (for the purposes of UKLR 6.6.4 R) and section 416(1)(a) of the
Companies Act can be found in the following locations:
Section Topic Location
1 Details of long-term incentive
schemes and other employee
share schemes
Report on Directors’ Remuneration
on pages 87 to 89
2 Shareholder waivers
of dividends
Employee Share Ownership
Trust (ESOT): see note 24 of the
Consolidated Financial Statements
3 Shareholder waivers of
future dividends
ESOT: see note 24 of the
Consolidated Financial Statements
4 Agreements with
controlling shareholders
Report of the Directors on page 96
All the information referenced above is hereby incorporated by
reference into this Report of the Directors.
THE BOARD
The Directors who served throughout the year, and unless stated
otherwise were in office up to the date of signing the financial
statements, are detailed below:
Service in the year ended 31 May 2025
David Tyler Served throughout the year
Jonathan Myers Served throughout the year
Sarah Pollard Served throughout the year
John Nicolson Served until 21 November 2024
Kirsty Bashforth Served throughout the year
Jitesh Sodha Served throughout the year
Valeria Juarez Served throughout the year
Vivek Ahuja Served throughout the year
DIRECTORS’ INTERESTS
Details of the Directors’ and connected persons’ interests in the share
capital of the Company can be found in the Report on Directors'
Remuneration on page 90. No Director had any beneficial interest
during the year, in shares or debentures of any subsidiary company.
Save for their service contracts or letters of appointment, there were no
contracts of significance subsisting during, or at the end of, the financial
year with the Company or any of its subsidiaries in which a Director of
the Company was materially interested.
OTHER SUBSTANTIAL INTERESTS
The Company had been notified in accordance with the FCA’s Disclosure
and Transparency Rule 5.1.2 of the following direct or indirect interests
amounting to 3% or more of its issued share capital as at the end of the
financial year and at 11 September 2025:
As at 11 September 2025 As at 31 May 2025
Number
of shares %
Number
of shares %
Zochonis Charitable Trust 63,019,193 14.70% 63,019,193 14.70%
Sir J B Zochonis Will Trust 49,320,712 11.50% 49,320,712 11.50%
Heronbridge
Investment Mgt 31,157,024 7. 27% 31,1 57,024 7.27%
FIL Limited 21,848,999 5.10% 21,848,999 5.10%
Majedie Asset management 21,160,944 4.94% 21,160,944 4.94%
J B Zochonis Settlement 19, 927,130 4.65% 19,927,130 4.65%
Lindsell Train Investment
Management 18,682,474 4.36% 18,682,474 4.36%
Mrs C M Green Settlement 15,322,741 3.57% 15,322,741 3.57%
The information provided above was correct at the date of notification;
however, the date it was received may not have been within the current
financial year. It should be noted that these holdings are likely to have
changed since the Company was notified. However, notification of any
change is not required until the next notifiable threshold is crossed.
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ADDITIONAL STATUTORY INFORMATION
Directors’
indemnification and
insurance
Indemnities are in force under which the Company has agreed to indemnify the Directors, the Company Secretary and
officers of Group subsidiaries, to the extent permitted by law, against claims from third parties in respect of certain liabilities
arising out of, or in connection with, the execution of their duties. The indemnified individuals are also indemnified against
the cost of defending criminal prosecution or a claim by the Company, its subsidiaries or a regulator provided that, where the
defence is unsuccessful, the indemnified person must repay those defence costs.
The Company purchases and maintains directors’ and officers’ liability insurance cover. This insurance has been in place
during the year and remains in place at the date of signing this report.
Significant
agreements –
Relationship
Agreement
For the purposes of the UK Listing Rules, certain shareholders in the Company, principally comprising the founding Zochonis
family, related family groups and trusts under their control are deemed to be controlling shareholders of the Company
(together, the Concert Party). In FY21, the Takeover Panel approved the reconstitution of the Concert Party as comprising the
core members of the founding Zochonis family, related family groups and certain related trusts holding. As of 31 May 2025,
the Concert Party held in the aggregate, approximately 42.86% of the issued share capital of the Company.
The Financial Conduct Authority’s UK Listing Rules require a listed company with a controlling shareholder (being a
shareholder who exercises or controls, on their own or together with any person with whom they are acting in concert,
30% or more of the votes able to be cast on all or substantially all matters at a general meeting) to be able to carry on the
business that it carries on as its main activity independently from such controlling shareholder at all times.
The Board confirms that the Company entered into a written relationship agreement with the Concert Party on 31 May 2024
containing undertakings (and a procurement obligation) that transactions and arrangements with the Concert Party and/or
any of their associates will be conducted at arm’s length and on normal commercial terms; that neither the Concert Party
nor any of its associates will take any action that would have the effect of preventing the Company from complying with its
obligations under the UK Listing Rules; and that neither the Concert Party nor any of its associates will propose or procure
the proposal of a shareholder resolution that is intended or appears to be intended to circumvent the proper application of
the UK Listing Rules (the Undertakings). This replaced the relationship agreement dated 17 November 2014.
The Board also confirms that:
• the Company complied with the Undertakings in the Relationship Agreement;
• so far as the Company is aware, the Undertakings in the Relationship Agreement were complied with by the Concert
Party and its associates; and
• so far as the Company is aware, the procurement obligation included in the Relationship Agreement was complied with
by the Concert Party.
Political and
charitable
contributions
Charitable contributions in the UK during the year amounted to £0.1 million (2024: £0.3 million).
No political contributions were made in the year (FY24: £nil).
Research and
development
The Group maintains in-house teams and facilities for research and development in the UK, Indonesia, Nigeria and Australia.
In addition, research and development is subcontracted to approved external organisations. Currently all such expenditure
is charged against profit in the year in which it is incurred, as it does not meet the criteria for capitalisation under IAS 38
‘Intangible Assets’.
Greenhouse gas
emissions
Global greenhouse gas emissions data for the year are contained within the Sustainability Report on page 24.
Employment
of people with
disabilities
During the year, the Group has maintained its policy of providing equal opportunities for the appropriate employment,
training and development of people with disabilities. If any employees should become disabled during the course of their
employment, our policy is to oversee the continuation of their employment and to arrange training for these employees.
Employee information The Group recognises the benefits of keeping employees informed of the progress of the business and of involving them
in the Company’s performance. While global information is usually shared from Group, the methods of achieving such
involvement are different in each country and have been developed over the years by local management working with local
employees in ways that suit their particular needs and environment. Employee views are provided to the Board through
updates from the designated Non-Executive Director for employee engagement.
Further details on our engagement with employees can be found on pages 16 to 17.
Report of the Directors continued
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Inclusion and diversity PZ Cussons is a diverse organisation in terms of its ethnic and cultural make-up and this is something that we continue to
promote. We employ a workforce of many different nationalities including Indian, Polish, Indonesian, Singaporean, Thai,
Greek, Australian, Nigerian, Ghanaian, Kenyan, American, Irish and British. We are clear that we want our leadership team
to reflect the diversity of the markets in which we function and for that reason we are focused on developing local talent
who understand different cultures. We do not employ any person below the local legal working age and we will not, in any
circumstances, employ anyone below the age of 16.
PZ Cussons has adopted a diversity and inclusion statement that sets out the Company’s commitment to having a Board
(including the Committees of the Board) and an Executive Committee that reflects the diversity of our workforce and
consumers in the countries in which we operate.
For the purposes of disclosure under Section 414C(8) of the Companies Act, further details on the composition of our global
employee population as at 31 May 2025 are set out in the table below:
2025 2024 2023 2022 2021
No. % No. % No. % No. % No. %
Female employees 689 29 688 28 726 27 756 27 832 28
Male employees 1,661 71 1,749 72 1,918 73 2,005 73 2,111 72
Female senior managers 76 48 75 43 74 40 61 36 51 32
Male senior managers 83 52 101 57 109 60 109 64 110 68
Female Group
Board Directors 3 43 3 37 3 33 4 44 3 43
Male Group
Board Directors 4 57 5 63 6 67 5 56 4 57
External Auditor PwC has indicated its willingness to act as External Auditor to the Company for the year ending 31 May 2026 and, in
accordance with section 485 of the Companies Act 2006, a resolution for its reappointment will be proposed at the
forthcoming Annual General Meeting (AGM). A statement on the independence of the External Auditor is included in the
Audit and Risk Committee Report on page 67.
Principal Risks and
uncertainties facing
the Group
The Group’s business activities, financial condition and results of operations could be affected by a variety of risks or
uncertainties. These are summarised in the Risk Management and Principal Risks section on pages 30 to 38 of the Strategic
Report.
Annual General
Meeting
The Company’s 2025 AGM will be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG at 10:30am
on 20 November 2025. The resolutions that will be proposed at the AGM are set out in the separate Notice of AGM, which
accompanies this Annual Report and Accounts.
Share capital As of 31 May 2025, the Company’s issued share capital consisted of 428,724,960 ordinary shares of 1p each.
No shares were issued in the year. Further information about the Company’s share capital is given in note 24 of the
Consolidated Financial Statements.
Rights and obligations
attaching to shares
Subject to applicable statutes and other shareholders’ rights, shares may be issued with such rights and restrictions as the
Company may by ordinary resolution decide, or, if there is no such resolution or so far as it does not make specific provision,
as the Board may decide.
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Restrictions on voting Unless the Board decides otherwise, no member shall be entitled to vote at any meeting in respect of any shares held by
that member if any call or other sum that is then payable by that member in respect of that share remains unpaid.
Powers of Directors Subject to the Company’s Memorandum and Articles of Association, the Companies Act 2006 and any directions given
by special resolution, the business of the Company will be managed by the Board, which may exercise all the powers
of the Company.
Articles of Association The rules governing the appointment and replacement of Directors are contained in the Company’s Articles of Association.
Changes to the Articles of Association must be approved by shareholders in accordance with legislation in force from time
to time.
Purchase of own
shares
The Company was authorised by shareholders at the 2024 AGM to purchase its own shares in the market up to a maximum
of 10% of its issued share capital. The Company is seeking to renew this authority at the forthcoming AGM, within the limits
set out in the notice of that meeting.
No shares were purchased from 1 June 2024 to 31 May 2025 (2024: nil) and up to the date of this report, and no acquisitions
were made by the ESOT (see note 24 of the Consolidated Financial Statements).
Restrictions on the
transfer of securities
There are no restrictions on the transfer of securities in the Company except:
• pursuant to certain restrictions under the Company’s employee share incentive plans, where the shares are subject to the
plan rules;
• that certain restrictions may from time to time be imposed by laws and regulations (for example, relating to insider
trading); and
• pursuant to the UK Listing Rules of the Financial Conduct Authority whereby certain employees of the Company require
the approval of the Company to deal in the Company’s ordinary shares.
Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position
are set out in the Strategic Report. The financial position of the Group and liquidity position are described within the
Financial Review. In addition, note 19 of the Consolidated Financial Statements includes policies in relation to the Group’s
financial instruments and risk management, and policies for managing credit risk, liquidity risk, market risk, foreign exchange
risk, price risk, cash flow and interest rate risk, and capital risk.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for a period of at least 12 months from the date of approving the Financial
Statements. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Accounts. A
viability statement has been prepared and approved by the Board and this is set out on pages 40 to 41.
Events after the
balance sheet date
The post-balance sheet events are described in note 29 to the Consolidated Financial Statements.
Engagement with
employees, suppliers
and customers
Please see the Statement of engagement with employees on page 57, the Statement of engagement with other business
relationships on page 58 and the Section 172(1) Statement on page 43.
Additional disclosures Other information that is relevant to the Report of the Directors, and which is incorporated by reference into this report, can
be located as follows:
• Proposed future developments for the business are set out on pages 4 to 6
• Details of Group subsidiaries including overseas branches are set out in note 28 of the Consolidated Financial Statements
• Financial instruments and risk management are set out in note 19 of the Consolidated Financial Statements
• Trade payables under vendor financing arrangements are set out in note 20 of the Consolidated Financial Statements.
Report of the Directors continued
ADDITIONAL STATUTORY INFORMATION CONTINUED
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF
THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report and
Accounts and the financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared the
Group financial statements in accordance with UK-adopted international
accounting standards and the Company financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework’, and applicable law).
Under company law, 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 Company and of the profit or loss of the Group
for that period. In preparing the financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting
standards have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising FRS
101 have been followed for the Company financial statements,
subject to any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are reasonable and
prudent; and
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will
continue in business.
The Directors are responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Company and enable them
to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
DIRECTORS’ CONFIRMATIONS
The Directors consider that the Annual Report and Accounts, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in Our
Board on pages 50 to 51, confirm that, to the best of their knowledge:
• the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards,
give a true and fair view of the assets, liabilities, financial position
and result of the Group;
• the Company financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising
FRS 101, give a true and fair view of the assets, liabilities and financial
position of the Company; and
• the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group and
Company, together with a description of the Principal Risks and
uncertainties that it faces.
In the case of each Director in office at the date the Directors’ report
is approved:
• so far as the Director is aware, there is no relevant audit information
of which the Group’s and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s auditors
are aware of that information.
By order of the Board of Directors.
Kareem Moustafa
General Counsel and Company Secretary
16 September 2025
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Independent Auditor’s Report to the Members of PZ Cussons plc
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion:
• PZ Cussons plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view of the state
of the group’s and of the company’s affairs as at 31 May 2025 and of the group’s loss and the group’s cash flows for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006;
• the company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which comprise: the
Consolidated and Company Balance Sheets, as at 31 May 2025; the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Statements of Changes in Equity, the Consolidated Cash Flow Statement for the year then ended; and the
notes to the financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs
(UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 4, we have provided no non-audit services to the company or its controlled undertakings in the period
under audit.
Our audit approach
Overview
Audit scope
• Our audit focused on those entities with the most significant contribution to the group’s revenue. Our work incorporated full scope audits of seven
components, the audit of the Company and consolidation entries.
• One UK component audit, as well as the audit of the Company, was performed by the Group engagement team, with the remaining six component
audits completed by UK and overseas component audit teams.
• The entities where we conducted audit work, together with audit work performed at the consolidated level, accounted for approximately 82%
of the Group’s revenue.
Key audit matters
• Impairment of goodwill and brands (group)
• Trade promotions – rebates (group)
• Impairment of investment in subsidiaries and amounts owed by group companies (parent)
Materiality
• Overall group materiality: £5.1 million (2024: £5.3 million) based on 1.0% of revenue.
• Overall company materiality: £1.1 million (2024: £0.6 million) based on 1.0% of total assets.
• Performance materiality: £3.1 million (2024: £2.6 million) (group) and £0.7 million (2024: £0.3 million) (company).
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The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Permanent as equity balances and going concern, which were key audit matters last year, are no longer included because of the de-designation of
loans as permanent as equity and removal of the materiality uncertainty in respect of going concern, respectively. Otherwise, the key audit matters
below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Impairment of goodwill and brands (group)
As at 31 May 2025, the group recognised brands of £220.0 million (2024:
£206.3 million) and goodwill of £10.4 million (2024: £54.7 million) as per
note 10 of the financial statements. An impairment charge of £35.3 million
in relation to the goodwill related to a group of brand CGUs was recognised
during the year.
During the year ended 31 May 2025, the group performed its annual
impairment assessment for indefinite lived brands and goodwill as required
by IAS 36. The group undertakes a two step approach first testing the
brands; each brand is considered its own cash generating unit (CGU), and
then goodwill is allocated to the CGU or groups of CGUs as appropriate and
representing the lowest level which goodwill is monitored by management.
For step one, the process involves determining the carrying amount of
each brand CGU by attributing and allocating assets excluding goodwill to
the CGU and preparing discounted cash flows analyses to determine the
CGUs’ recoverable amount. Based on our review of the cash flow models
and the significant assumptions, we consider Rafferty’s Garden, Childs Farm,
Sanctuary Spa and St.Tropez brands to be the most sensitive to the changes
in assumptions.
For step two, goodwill is allocated to a brand CGU or to a group of brand
CGUs (where more than one brand benefits from the goodwill synergies)
to determine the step two CGU carrying amounts for goodwill impairment
testing. The discounted cash flow analyses used for the purposes of step one
are also used to determine the recoverable amount of the CGUs for goodwill
impairment testing.
Refer to the Audit and Risk Committee Report and Note 1 and Note 10
within the Notes to the Consolidated Financial Statements of the Annual
Report & Accounts 2025.
In assessing the appropriateness of valuation of goodwill and brands we
have performed the following procedures:
• we evaluated and assessed the Group’s future cash flow forecasts, the
process by which they were drawn up and tested the mathematical
accuracy of the underlying value in use calculations;
• we evaluated management’s rationale for determining the CGUs and the
allocation of assets including goodwill to the brand or group of brands;
• we compared key assumptions around revenue growth rates to external
market research on growth rates and other supporting evidence where
the Group expects to grow in excess of the market;
• we compared actual results with previous forecasts to assess historical
accuracy of management forecasts and discussed any variances with the
Directors and management to understand reasons for variances;
• we reconciled forecasts used back to the board approved budget and a
five year plan;
• we assessed management’s assumptions for margins by comparing to
historical data and reviewed the central costs allocation;
• we reconciled the assets used in the model back to the group
consolidation;
• we considered management bias throughout the assumptions used and
considered any contradictory evidence;
• we engaged our internal valuations experts to review the model, assess
management’s key assumptions for the discount rates used by assessing
the cost of capital calculations for the Group and comparing against
comparable organisations and the long-term growth rates by comparing
with external forecasts;
• we carried out sensitivity analysis to assess the impact of changes in the
key assumptions such as revenue growth rate, long term growth, discount
rates and the gross margin rate, on the value in use; and
• we assessed the adequacy of the disclosure provided in note 10 of
the Group financial statements in relation to the relevant accounting
standards. We consider disclosures to be adequate and in line with the
requirements of the relevant standards.
Based on the above procedures we concluded that no additional
impairments are required, and the disclosures made are appropriate.
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Independent Auditor’s Report to the Members of PZ Cussons plc continued
Key audit matter How our audit addressed the key audit matter
Trade promotions – rebates (group)
Due to the industry in which PZ Cussons operates, being consumer goods, it
is customary that there is associated trade and promotional spend incurred.
Trade promotions comprise fixed and variable elements and we consider
the variable element to be a significant accounting estimate. A number
of estimates are made in arriving at the trade promotions liabilities and
related adjustments to revenue, which could be prone to management
bias and error.
As at 31 May 2025, the group recognised trade promotion liabilities of £23.4
million (2024: £25.8 million) and the total trade promotions (adjustments
to revenue) included in the consolidated income statement amounted to
c. £121.1 million (2024: c. £120.3 million). There is a level of estimation
involved in accruing for such arrangements and a potential for management
to manipulate profit and we have considered it to be a significant risk in
relation to completeness and accuracy of liabilities and related adjustments
to revenue due to fraud or error.
Refer to the Audit and Risk Committee Report and Note 1 within the Notes
to the Consolidated Financial Statements of the Annual Report
& Accounts 2025.
In assessing the completeness and accuracy of trade promotion liabilities
and the related adjustments to revenue, we have performed the
following procedures:
• we obtained the year end incentive accrual calculation and the schedule
that reconciles the opening accrual to the closing accrual;
• we tested the inputs of the accrual calculation by tracing a sample of open
accruals to supporting evidence;
• we tested a sample of incentives paid in the current year to ensure the
accrual was made before the claim was paid or settled. For this same
sample, we recalculated the value of the accrual, and corroborated to
third party evidence;
• we performed a look back test, by selecting a sample of accruals
in the opening balance, and testing them to subsequent claim or
settlement data;
• we tested post-year end claims and settlements, and compared them
to the amounts accrued for; and
Based on our audit work, we have found the estimates made in relation to
trade promotions to be acceptable. We also consider the disclosures made
in the financial statements to be appropriate.
Impairment of investment in subsidiaries and amounts owed
by group companies (parent)
The Company has investments in subsidiaries of £36.8m (2024: £36.8m)
and amounts owed by group companies of £66.6m (2024: £15.8m). Given
the magnitude of these balances and management judgement involved in
determining whether any impairment triggers exist, we considered there to
be a risk of impairment of these assets.
Management has considered the investment balance and amounts owed
by group companies for impairment and has not identified any impairment
indicators as at 31 May 2025.
Refer to Note 4 (Investments) and Note 5 (Receivables) within the Notes to
the Company Financial Statements of the Annual Report & Accounts 2025.
In assessing the appropriateness of valuation of investment in subsidiaries
we have performed the following procedures:
• we obtained a schedule of investments in subsidiaries and ensured this is
reconciled to the financial statements;
• we challenged management’s assertion that no impairment triggers
were identified that would necessitate a full impairment review to be
performed;
• we performed a review of net assets of the subsidiary entity against
the carrying value, compared the carrying value to the Group’s market
capitalisation and our review of the financial performance of the
subsidiaries; and
• we reviewed the disclosures included within Note 4 of the Company
accounts and consider these to be appropriate.
Based on these procedures we concluded that there were no triggers that
would indicate the directors were required to perform a full impairment
test of the carrying value of investments in subsidiaries.
In respect of the amounts owed by group companies:
• we performed a reconciliation of the amounts owed by group companies
and ensured this agreed with the counterparty;
• we evaluated management’s assessment of the recoverability of amounts
owed by group companies including assessing the ability of other
subsidiary companies to settle the intercompany balances; and
• we also assessed the adequacy of the disclosure provided in Note 5
of the Company financial statements in relation to the relevant
accounting standards.
We found no exceptions as a result of our testing and consider the
recoverability of investments in subsidiaries and amounts
owed by group companies to be appropriate.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate.
The Group is a manufacturer of personal healthcare products and consumer goods. The Group operates worldwide with the UK, Nigeria, Indonesia
and Australia being the most significant territories.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed at the entities by us, as
the Group engagement team, or component auditors operating under our instructions. Where work was performed by component auditors, we
determined the level of involvement we needed to have in this work to be able to conclude that sufficient appropriate audit evidence had been
obtained. Our work incorporated full scope audits of seven components, the audit of the Company and on consolidation entries. One UK component
audit, as well as the audit of the Company, was performed by the Group engagement team, with the remaining six component audits completed by
UK and overseas component audit teams.
The impact of climate risk on our audit
We made enquiries of management to understand the process they have adopted to assess the extent of the potential impact of climate risk on the
group’s financial statements, including their commitments made to achieving Net Zero carbon emissions for Scope 1,2 & 3 by 2045.The key areas
of the financial statements where management evaluated that climate risk has a potential impact are set out in note 1, in the notes to the financial
statements. The directors have reached the overall conclusion that there has been no material impact on the financial statements for the current
year from the potential impact of climate change.
We used our knowledge of the group to challenge management’s assessment. We particularly considered how climate risk would impact the
assumptions made in the forecasts prepared by management used in their impairment analyses, going concern and viability. We also considered the
consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on Climate-related Financial Disclosures (TCFD)
section) within the Annual Report with the financial statements and our knowledge obtained from our audit.
Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole, or on our key audit matters
for the year ended 31 May 2025.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group Financial statements – company
Overall materiality £5.1 million (2024: £5.3 million). £1.1 million (2024: £0.6 million).
How we determined it 1.0% of revenue 1.0% of total assets
Rationale for
benchmark applied
We considered materiality in a number of different ways, and used our
professional judgement having applied ‘rule of thumb’ percentages to a
number of potential benchmarks. On the basis of this, we concluded that
1.0% of revenue is an appropriate level of materiality. We have chosen this as
our benchmark based on the review of key performance measures disclosed
to users of the financial statements and considering the overall scale of the
business. This figure takes prominence in the Annual Report, as well as the
communications to both the shareholders and the market.
We believe that total assets is the primary
measure used by the shareholders in assessing
the performance of the entity, and is a generally
accepted auditing benchmark for non-trading
companies.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality
allocated across components was between £1.0 million to £3.9 million (2024: £0.3 million to £3.5 million). Certain components were audited to a
local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature
and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 60% (2024: 50%) of overall materiality, amounting to £3.1 million (2024: £2.6 million) for the group financial statements and
£0.7 million (2024: £0.3 million) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk
and the effectiveness of controls – and concluded that an amount in the middle of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above £0.3 million (group
audit) (2024: £0.3 million) and £0.06 million (company audit) (2024: £0.03 million) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
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Independent Auditor’s Report to the Members of PZ Cussons plc continued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of
accounting included:
• Obtained from management their latest assessments that support the board’s conclusions with respect to the going concern basis of preparation
for the financial statements;
• Evaluated management’s forecast and assessed downside scenarios and challenged the adequacy and appropriateness of the underlying
assumptions to ensure that they are appropriately severe but plausible;
• Reviewed management accounts for the financial period to date and checked that these were consistent with the starting point of management’s
scenarios and supported the key assumptions included in the assessments;
• Evaluated the historical accuracy of the budgeting process to assess the reliability of the data;
• Challenged management with regards to the impact of climate change and how this has been taken into account in the forecasts;
• Reviewed the terms and the availability of the Revolving Credit Facility (RCF) and the Term Loan and management’s analysis of both liquidity
and covenant compliance to satisfy ourselves that no breaches are anticipated over the period of assessment.
• Tested the mathematical integrity of management’s going concern forecast models; and
• Reviewed the disclosures made in respect of going concern included in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the company’s ability
to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.
The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report based on these responsibilities.
With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the UK Companies Act 2006
have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as
described overleaf.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Strategic report and Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Report of the Directors for
the year ended 31 May 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and Report of the Directors.
Report on the Directors’ Remuneration
In our opinion, the part of the Report on the Directors’ Remuneration to be audited has been properly prepared in accordance with the Companies
Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement,
included within the Corporate Governance Statement 2025 is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation
of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting
in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of
at least twelve months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why the period
is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or
assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and
only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with
the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and
our knowledge and understanding of the group and company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information
necessary for the members to assess the group’s and company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors’ responsibilities in respect of the financial statements, the directors are responsible for the
preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also 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.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to
the general product safety regulations and bribery acts, and we considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act
2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal risks were related to posting journal entries to manipulate revenue and financial
performance, and management bias within accounting estimates and judgements. The group engagement team shared this risk assessment with the
component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by
the group engagement team and/or component auditors included:
• challenging assumptions and judgements made by management in their significant accounting estimates, in particular around the trade
promotions, uncertain tax positions, valuation of pension liabilities and valuation of brands and goodwill;
• identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
• discussions with the Audit and Risk Committee, management, internal audit and the in-house legal team including consideration of known or
suspected instances of non-compliance with laws and regulation or fraud;
• reviewing minutes of meetings of those charged with governance throughout the year and post year end to identify any one off or unusual
transactions;
• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims; and
• in addressing the risk of fraud within promotional trade spend accruals, performing retrospective reviews of prior year positions; performing
substantive testing over the accrual balance and agreeing to contracts; and considering whether post year end settlements support or contradict
those judgements reached.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However,
it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Independent Auditor’s Report to the Members of PZ Cussons plc continued
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16
of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not
visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Report on the Directors’ Remuneration to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 23 November 2023 to audit the
financial statements for the year ended 31 May 2024 and subsequent financial periods. The period of total uninterrupted engagement is
2 years, covering the years ended 31 May 2024 to 31 May 2025.
OTHER MATTER
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an
annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism
of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report has
been prepared in accordance with those requirements.
Jonathan Studholme (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
16 September 2025
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Consolidated Income Statement
For the year ended 31 May 2025

|  | 2025 | 2024
| Note | £m | £m
Revenue | 2 | 513.8 | 527 .9
Cost of sales |  | (3 0 7. 0) | (396.8)
Gross profit |  | 206.8 | 131. 1
Selling and distribution expense |  | (85 .4) | (82.8)
Administrative expense |  | (10 6 . 4) | (139.3)
Share of results of joint venture | 14 | 5.6 | 7.3
Operating profit/(loss) | 2 | 20.6 | (83.7)
Finance income |  | 3.9 | 12.2
Finance expense |  | (1 8 .0) | (24.2)
Net finance expense | 6 | (14 . 1) | (12.0)
Net monetary gain/(loss) arising from hyperinflationary economies 1 |  | — | (0. 2)
Profit/(loss) before taxation |  | 6 .5 | (9 5.9)
Taxation | 7 | (11 .7) | 24.1
Loss for the year 2 | 4 | (5 .2) | (71.8)
Attributable to: |  |  |
Owners of the Parent |  | (5. 8) | (5 7. 0)
Non-controlling interests |  | 0.6 | (14.8)
|  | (5. 2) | (71.8)
|  | pence | pence
Loss per share 2 |  |  |
Basic (p) | 9 | (1 . 3 8) | (13.6 0)
Diluted (p) 3 | 9 | (1 . 3 8) | (13.6 0)

1 Represents the hyperinflation impact in relation to Ghana.
2 Wholly derived from continuing operations.
3 The basic and diluted loss per share are equal as a result of the Group incurring a loss for the year.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 May 2025

|  | 2025 | 2024
| Note | £m | £m
Loss for the year |  | (5. 2) | (71.8)
Other comprehensive (expense)/income |  |  |
Items that will not be reclassified subsequently to income statement |  |  |
Re-measurement loss on net retirement benefit surplus | 23 | (4 .6) | (6 .8)
Taxation on other comprehensive (expense)/income | 21 | 1 .2 | 1. 7
Total items that will not be reclassified to income statement |  | (3. 4) | (5 .1)
Items that may be reclassified subsequently to income statement |  |  |
Exchange differences on translation of foreign operations 1 |  | 0. 2 | (6 9.4)
Share of other comprehensive expense of joint venture accounted for using the equity method |  | (1 . 0) | (20 .0)
Cash flow hedges – fair value movements |  | 0. 2 | (0.6)
Total items that may be subsequently reclassified to income statement |  | (0.6) | (9 0.0)
Other comprehensive expense for the year |  | (4.0) | (95.1)
Total comprehensive expense for the year |  | (9. 2) | (16 6 .9)
Attributable to: |  |  |
Owners of the Parent |  | (10 . 1) | (133.3)
Non-controlling interests |  | 0.9 | (33.6)
|  | (9. 2) | (16 6 .9)

1 Includes a hyperinflation adjustment of £1 .9 million (2024: £4. 3 million) in relation to Ghana, net of £0. 8 million (2024: £1. 3 million) deferred taxation.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Consolidated Balance Sheet
As at 31 May 2025

|  | 2025 | 2024
| Note | £m | £m
Assets |  |  |
Non-current assets |  |  |
Goodwill and other intangible assets | 10 | 253.9 | 279.3
Property, plant and equipment | 11 | 4 3.4 | 42.8
Investment properties | 12 | 10. 0 | 6.6
Right-of-use assets | 13 | 13.6 | 10. 2
Net investment in joint venture | 14 | — | —
Trade and other receivables | 17 | 2 .1 | 32.1
Deferred tax assets | 21 | 1 5.8 | 2 2.2
Tax receivable |  | 4. 8 | 0.6
Retirement benefit surplus | 23 | 27 .4 | 32.1
|  | 371 .0 | 425.9
Current assets |  |  |
Inventories | 16 | 70.0 | 6 8.5
Trade and other receivables | 17 | 119.2 | 99.0
Derivative financial assets | 19 | 0 .4 | —
Current taxation receivable |  | 0.1 | 0.2
Cash and cash equivalents | 18 | 45.1 | 51.3
|  | 234. 8 | 219.0
Assets held for sale | 15 | 9.4 | 4.7
|  | 24 4.2 | 223.7
Total assets |  | 61 5. 2 | 6 49.6
Equity |  |  |
Share capital | 24 | 4. 3 | 4. 3
Treasury shares | 24 | (32 .0) | (34.5)
Capital redemption reserve |  | 0.7 | 0.7
Hedging reserve | 19 | (0. 2) | (0 .4)
Currency translation reserve |  | (1 58 . 4) | (159.6)
Retained earnings |  | 39 9.6 | 425.3
Other reserves |  | 5 .7 | 6. 5
Attributable to owners of the Parent |  | 219.7 | 242.3
Non-controlling interests |  | (6. 2) | (7. 1)
Total equity |  | 213.5 | 2 35.2

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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

|  | 2025 | 2024
| Note | £m | £m
Liabilities |  |  |
Non-current liabilities |  |  |
Borrowings | 18, 19 | 102 .4 | 16 0.3
Trade and other payables | 20 | 0.6 | 2.6
Lease liabilities | 19 | 12 .6 | 9.7
Deferred taxation liabilities | 21 | 34 .1 | 39 .8
Retirement and other long-term employee benefit obligations | 23 | 11.7 | 12.2
|  | 161. 4 | 224.6
Current liabilities |  |  |
Borrowings | 18, 19 | 5 4.7 | 6.3
Trade and other payables | 20 | 155.1 | 158.7
Lease liabilities | 19 | 2.3 | 2.4
Derivative financial liabilities | 19 | 0 .4 | 0. 5
Current taxation payable |  | 27 .5 | 21.7
Provisions | 22 | 0. 3 | 0 .2
|  | 24 0.3 | 189.8
Total liabilities |  | 4 01.7 | 4 14.4
Total equity and liabilities |  | 615. 2 | 649.6

The Consolidated Financial Statements from pages 108 to 163 were approved by the Board of Directors and authorised for issue on 16 September 2025.
They were signed on its behalf by:
J Myers S Pollard
16 September 2025
PZ Cussons plc
Registered number 00019457
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 May 2025

|  |  |  |  |  | Attributable to owners of the Parent |  |  |  |
|  |  |  | Capital |  | Currency |  |  | Non- |
|  | Share | Treasury | redemption | Hedging | translation | Retained | Other | controlling |
|  | capital | shares | reserve | reserve 1 | reserve 2 | earnings | reserves 3 | interests 4 | Total
| Note | £m | £m | £m | £m | £m | £m | £m | £m | £m
At 1 June 2023 |  | 4. 3 | (36 .9) | 0.7 | 0.2 | (89.0) | 511. 7 | 4.6 | 26.5 | 4 22.1
Loss for the year |  | — | — | — | — | — | (5 7. 0) | — | (1 4.8) | (71.8)
Other comprehensive expense |  | — | — | — | (0 .6) | (70.6) | (5.1) | — | (1 8 . 8) | (9 5.1)
Total comprehensive expense for the year |  | — | — | — | (0.6) | (70.6) | (62.1) | — | (33.6) | (16 6. 9)
Transactions with owners: |  |  |  |  |  |  |  |  |  |
Ordinary dividends | 8 | — | — | — | — | — | (21.9) | — | — | (2 1.9)
Share-based payments | 25 | — | — | — | — | — | — | 1.9 | — | 1.9
Shares issued from ESOT |  | — | 2.4 | — | — | — | (2.4) | — | — | —
Total transactions with owners |  | — | 2.4 | — | — | — | (2 4.3) | 1.9 | — | (2 0.0)
recognised directly in equity |  |  |  |  |  |  |  |  |  |
At 31 May 2024 |  | 4.3 | (34.5) | 0. 7 | (0 .4) | (159.6) | 425.3 | 6 .5 | (7. 1) | 235.2
At 1 June 2024 |  | 4. 3 | (3 4 .5) | 0.7 | (0.4) | (159 .6) | 425. 3 | 6. 5 | (7. 1) | 235. 2
(Loss)/Profit for the year |  | — | — | — | — | — | (5.8) | — | 0.6 | (5. 2)
Other comprehensive income/ |  | — | — | — | 0. 2 | 1. 2 | (5.7) | — | 0. 3 | (4.0)
(expense) |  |  |  |  |  |  |  |  |  |
Total comprehensive income/ |  | — | — | — | 0. 2 | 1. 2 | (11 . 5) | — | 0.9 | (9.2)
(expense) for the year |  |  |  |  |  |  |  |  |  |
Transactions with owners: |  |  |  |  |  |  |  |  |  |
Ordinary dividends | 8 | — | — | — | — | — | (15.1) | — | — | (15.1)
Share-based payments | 25 | — | — | — | — | — | 3. 4 | (0 .8) | — | 2.6
Shares issued from ESOT |  | — | 2 .5 | — | — | — | (2 . 5) | — | — | —
Total transactions with owners |  | — | 2 .5 | — | — | — | (1 4. 2) | (0. 8) | — | (1 2 . 5)
recognised directly in equity |  |  |  |  |  |  |  |  |  |
At 31 May 2025 |  | 4. 3 | (32 .0) | 0.7 | (0 .2) | (1 58 . 4) | 399. 6 | 5.7 | (6 .2) | 213.5

1 Reserve relates to continuing hedges.
2 Includes a hyperinflation adjustment of £1 .9 million (2024: £4. 3 million) in relation to Ghana.
3 Other reserves relate to the Group’s share-based payment schemes.
4 Refer to note 28 for more details.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Consolidated Cash Flow Statement
For the year ended 31 May 2025

|  | 2025 | 2024
| Note | £m | £m
Cash flows from operating activities |  |  |
Cash generated from operations | 26 | 4 9.2 | 47 .7
Interest paid |  | (14 . 9) | (21. 5)
Taxation paid |  | (10 . 8) | (13.3)
Net cash generated from operating activities |  | 23. 5 | 1 2.9
Cash flows from investing activities |  |  |
Interest received |  | 2. 2 | 9.0
Purchase of fixed assets | 10, 11, 12 | (6 .9) | (6 .1)
Proceeds from disposal of fixed assets |  | 0.9 | 0.8
Cash flow from disposal of current asset investment |  | 0.9 | —
Rental income |  | 1.1 | —
Loans advanced to joint venture |  | — | (4.0)
Loan repayments from joint venture |  | 2. 5 | 12.7
Net cash (used in)/generated from investing activities |  | 0.7 | 12.4
Cash flows from financing activities |  |  |
Dividends paid to Company shareholders | 8 | (15.1) | (21. 9)
Acquisition of non-controlling interests |  | (0 .2) | —
Repayment of lease liabilities |  | (3. 5) | (2.4)
Repayment of borrowings |  | (16 5 .7) | (2 06 .0)
Proceeds from borrowings |  | 156.0 | 1 21.4
Financing fees paid on committed credit facility |  | (0 .2) | (0. 8)
Net cash used in financing activities |  | (28 .7) | (1 0 9.7)
Net decrease in cash and cash equivalents |  | (4. 5) | (8 4.4)
Effect of foreign exchange rates |  | (1 .7) | (120.7)
Cash and cash equivalents at the beginning of the year |  | 51 .3 | 256.4
Cash and cash equivalents at the end of the year | 18 | 4 5.1 | 51.3

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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Year ended 31 May 2025
GENERAL INFORMATION
PZ Cussons plc is a public limited company registered in England and Wales which is listed on the London Stock Exchange and is domiciled and
incorporated in the UK under the Companies Act 2006. The address of the registered office is given on page 175. PZ Cussons plc is the parent
company and ultimate parent of the Group.
The principal activities of the Group are the manufacturing and distribution of hygiene, baby and beauty products.
These Consolidated Financial Statements are presented in Pound Sterling (GBP) and, unless otherwise indicated, have been presented in £ million
to one decimal place.
1. ACCOUNTING POLICIES
The Consolidated Financial Statements are prepared in accordance with UK-adopted International Accounting Standards including interpretations
issued by the IFRS Interpretations Committee and with the requirements of the Companies Act 2006 as applicable to companies reporting under
those standards.
The financial statements have been prepared on a historical cost basis, except for the following:
• Certain financial assets and liabilities (including derivative instruments) – measured at fair value
• Defined benefit pension plans – plan assets measured at fair value
• Hyperinflationary accounting in Ghana.
The preparation of financial statements, in conformity with IFRSs, requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
year. Although these estimates are based on management’s best knowledge of the amounts, events or actions, actual results may ultimately differ
from those estimates. Key sources of estimation uncertainty are described on pages 124 to 125.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic
Report. The financial position of the Group, liquidity position and available borrowing facilities are described within the Financial Review. In addition,
note 19 of the Consolidated Financial Statements includes policies in relation to the Group’s financial instruments and risk management and policies
for managing credit risk, liquidity risk, market risk, foreign exchange risk, price risk, cash flow and interest rate risk, and capital risk. The Group meets
its funding requirements through internal cash generation and borrowings. Borrowings are amounts drawn under both committed and uncommitted
borrowing facilities. The Group has a £325.0 million (2024: £325.0 million) committed credit facility which is available for general corporate purposes.
As at 31 May 2025, the Group had headroom on the committed facility of £167.5 million (2024: £164.0 million) and net debt of £112.0 million (2024:
£115.3 million) comprising cash of £45.1 million (2024: £51.3 million) and borrowings of £157.1 million (2024: £166.6 million). In assessing going
concern, the Group has prepared both base case and severe but plausible cash flow forecasts for a period of 18 months until the end of November
2026 (the going concern review period), which is at least 12 months from the date of approval of the financial statements. The Group’s base case
forecasts are based on the Board-approved budget and the first year of the current five-year plan, and indicate forecasted continued compliance with
its banking covenants and sufficient liquidity throughout the going concern review period. In the 2024 Annual Report and Accounts, the Directors
disclosed that, should mitigations prove insufficient, the impact of Naira exchange rate volatility on forecast interest cover covenant compliance
represented a material uncertainty that may have cast significant doubt upon the Group’s ability to continue as a going concern. In FY25, the Naira
exchange rate has been more stable and the Group was in compliance with all of its covenants throughout the year. Management has prepared a base
case forecast for the going concern period and, consistent with the approach taken at 31 May 2024, has modelled the following severe but plausible
downside scenarios: 5% reduction in Group revenue, Group gross margin decline of 200bps and a 10% decline in the Naira exchange rate of USD/
NGN 1,700 used in the base case forecast. None of these severe but plausible scenarios, either separately or in combination, forecast a breach in
the interest cover covenant prior to management action and there remain mitigating actions available to management should they be required.
Therefore, while the Group remains exposed to fluctuations in the Naira exchange rate, the Directors have determined that this no longer
represents a material uncertainty. The Directors consider it appropriate to continue to adopt the going concern basis in preparing the
Consolidated Financial Statements.
(a) New and amended accounting standards adopted by the Group
The following amended standards and interpretations were adopted by the Group during the year ending 31 May 2025:
• Classification of liabilities as current or non-current and non-current liabilities with covenants (Amendments to IAS 1 Presentation of financial statements).
• Lease liability in a sale and leaseback (Amendments to IFRS 16 Leases).
• Supplier financing arrangements (Amendments to IAS 7 Statement of cash flows and IFRS 7 Financial Instruments).
These amended standards have not had a significant impact on the Consolidated Financial Statements.
On 23 May 2023, the International Accounting Standards Board issued International Tax Reform Pillar Two Model Rules – Amendments to IAS 12. The
Group continues to apply the mandatory temporary exception to the accounting for deferred taxation arising from the jurisdictional implementation
of the Pillar Two rules set out therein.
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STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS
(b) New accounting standards and interpretations in issue but not yet effective
The following new and amended standards have been issued which are not yet effective:
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates issued in August 2023 and effective from 1 January 2025.
• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures issued in May 2024 and effective from 1 January 2026.
• Annual improvements to the following IFRS Accounting Standards – amendments to: IFRS 1 First-time Adoption of International Financial Reporting
Standards, IFRS 10 Consolidated Financial Statements and IAS 7 Statement of Cash flows, issued in July 2024 and effective from 1 January 2026.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures issued in May 2024 and effective from 1 January 2027.
• IFRS 18 Presentation and Disclosure in Financial Statements issued in April 2024 and effective from 1 January 2027.
The Group continues to assess the expected impact of standards not effective until 1 January 2027, all other new and amended standards are not
expected to have a significant impact on the Group’s Consolidated Financial Statements.
(c) Accounting policies
Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of PZ Cussons plc and entities controlled by PZ Cussons plc (its
subsidiaries) made up to 31 May each year. The Group controls an entity when the Group 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 financial and operational policies of 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. Any resulting gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
The total profits or losses of subsidiaries are included in the Consolidated Income Statement and the interest of non-controlling interests is stated
as the non-controlling interest’s proportion of the fair values of the assets and liabilities recognised. Comprehensive income attributable to the non-
controlling interests is attributed to the non-controlling interests even if this results in the non-controlling interests recognising a deficit balance.
The interest of non-controlling interests in the acquiree is initially measured at the non-controlling interest’s proportion of the net fair value of the
assets, liabilities and contingent liabilities recognised. Where non-controlling interests are acquired, the excess of cost over the value of the non-
controlling interest acquired is recorded in equity.
Where necessary, the financial statements of subsidiaries are adjusted to conform to the Group’s accounting policies. Intra-group transactions and
balances, and any unrealised gains or losses on transactions between Group companies, are eliminated on consolidation.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration
transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business
combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are,
with limited exceptions, recognised at their fair values at the acquisition date.
Where acquisitions are achieved in stages, commonly referred to as ‘stepped acquisitions’, and result in control being obtained by the Group as part
of a transaction, the Group re-assesses the fair value of any existing investment as part of determining the fair value of consideration. In determining
the fair value of the Group’s existing interest, reference is given to the fair value of consideration paid to increase the Group’s interest in the existing
investment as well as considering the specific fair values of assets and liabilities transferred to gain control. Any increase or impairment of the Group’s
existing investment is credited/charged to the Consolidated Income Statement.
Goodwill arising on a business combination represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition. Goodwill arising on the acquisition of a
subsidiary is separately presented on the Group’s balance sheet.
If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at
the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred,
then the gain is recognised in the Consolidated Income Statement.
Goodwill is subsequently measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually, or more frequently
if there are indicators of impairment. The method used for impairment testing is to allocate goodwill to appropriate cash generating units (CGUs)
based on the smallest identifiable group of assets that generate independent cash inflows, and to estimate the recoverable amounts of the CGUs as
the higher of the asset’s fair values less costs of disposal and the value-in-use. For the purposes of goodwill impairment testing, goodwill related to
each of the Beauty brands is aggregated together into the Beauty group of CGUs as this is the manner in which the core assets are used to generate
cash flows and is the lowest level at which goodwill is monitored by management. An impairment arises if the recoverable amount of the CGU is less
than the carrying amount, in which case the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and
then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. Impairment losses recognised for goodwill
cannot be reversed in a subsequent period. On disposal of a subsidiary or an equity method investment, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
1. ACCOUNTING POLICIES CONTINUED
Investments in joint ventures
Under IFRS 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures depending on the
contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Group has assessed the nature of its
joint arrangements and determined them to be joint ventures. Interests in joint ventures are accounted for using the equity method.
Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s
share of the post-acquisition profits or losses and movements in other comprehensive income.
When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that,
in substance, form part of the Group’s net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the joint ventures.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its joint
ventures. At each reporting date, the Group determines whether there is objective evidence that the investment in joint ventures is impaired. If there
is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its
carrying value, and then recognises the loss within ‘Share of results of joint venture’ in the Consolidated Income Statement.
Revenue
Revenue comprises sales of goods after the deduction of discounts, trade spend, rebates and sales-related taxes. It does not include intra-group
sales. Trade promotions, which consist primarily of customer pricing allowances, placement/listing fees and promotional allowances, are governed by
agreements with our trade customers (retailers and distributors).
Discounts can either be immediately deducted from the sales value on the invoice or settled later through credit notes. Rebates are generally in the
form of credit notes. Amounts provided for discounts payable at the end of a period require estimation; historical data and accumulated experience
is used to estimate the provision using the most likely amount method and in most cases the discount can be estimated with a high level of accuracy
using known facts. These amounts are reported within Trade and other payables. Any differences between actual amounts settled and the amounts
provided are not material and recognised in the subsequent reporting period.
Customer contracts generally contain a single performance obligation and revenue is recognised when control of the products has transferred to our
customer as there are no longer any unfulfilled obligations to the customer. This is generally on delivery to the customer but depending on specific
customer terms, this can be at the time of dispatch, delivery or upon formal customer acceptance. This is considered the appropriate point where
the performance obligations in our contracts are satisfied as the Group no longer has control over the inventory. Estimating the amount of variable
consideration associated with discounts and assessing whether other consideration payable to customers (e.g. marketing investment payments)
represents payment for a distinct good or service require a degree of estimation and judgement applied by management.
Trade promotions
The Group provides for amounts payable to trade customers for promotional activity. Where a promotional activity spans across the year-end, an
accrual is reflected in the Consolidated Financial Statements based on our expectation of customer and consumer uptake during the promotional
period and the extent to which temporary promotional activity has occurred.
Where promotions, rebates or discounts give rise to variable consideration, the Group accounts for this by using the ‘most likely amount’ method and
this is generally estimated using known facts with a high degree of accuracy. Revenue is constrained to the extent that variable consideration has been
taken into account for the period and that no reversal in consideration is expected.
Foreign currencies
The financial statements of each Group entity are prepared in the currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the Consolidated Financial Statements, the results and financial position of each entity are presented in
Pound Sterling, which is the functional currency of the Company, and the presentational currency for the Consolidated Financial Statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at
the actual rate of exchange prevailing on the dates of the transactions, or at average rates of exchange if they represent a suitable approximation to
the actual rate. At each balance sheet date, monetary assets and liabilities denominated in currencies other than the functional currency of the local
entity are translated at the appropriate rates prevailing on the balance sheet date. Foreign exchange gains and losses arising from the settlement of
these transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated
Income Statement except when deferred in equity as qualifying hedges or permanent as equity balances.
In preparing the Consolidated Financial Statements, the balances in individual Group companies are translated from their functional currency into the
Group reporting currency (Pound Sterling). Apart from the financial statements of Group companies in hyperinflationary economies (see below), the
income statement, the cash flow statement and all other movements in assets and liabilities are translated at average exchange rates for the year as
a proxy for the transaction rate, or at the transaction rate itself if more appropriate. Assets and liabilities are translated at year-end exchange rates.
Cumulative foreign currency translation differences arising on the translation and consolidation of foreign operations’ income statements and balance
sheets denominated in foreign currencies are recorded as a separate component of equity.
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To determine the existence of hyperinflation, the Group assesses the qualitative and quantitative characteristics of the economic environment of the
country, such as the cumulative inflation rate over the previous three years. The financial statements of a Group company whose functional currency
is that of a hyperinflationary economy are adjusted for inflation and then translated into Pound Sterling using the balance sheet exchange rate.
See further details below.
On disposal of a foreign operation the cumulative translation differences will be transferred to the income statement in the period of the disposal
as part of the gain or loss on disposal. Repayments of permanent as equity balances are not considered full or partial disposals, since the parent
company continues to own the same percentage of the subsidiary and as a result there is no recycling of exchange differences from other
comprehensive income to the Consolidated Income Statement.
Hyperinflationary economies
Ghana was designated as a hyperinflationary economy from 1 December 2023. As a result, IAS 29 Financial Reporting in Hyperinflationary Economies
has been applied from 1 June 2023 to the Group’s Ghanaian subsidiary undertaking. The application of IAS 29 includes:
• Adjustment to historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial
recognition to the current balance sheet date
• Adjustment to the income statement for inflation during the current reporting period
• Translation of income statement at the period-end foreign exchange rate instead of an average rate
• Adjustment to the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities
in local currency.
The Ghanaian Combined Consumer Price Index (CPI) was 260.5% for May 2025 (for May 2024: 220.0%). The cumulative effect arising from the
re-statement of the opening non-monetary items is recognised in other comprehensive income. This impact for the year ended 31 May 2025 was
£1.9 million (2024: £4.3 million). In the year ended 31 May 2025, the application of IAS 29 resulted in a £2.5 million (2024: £3.7 million) increase of
total assets, a £0.2 million (2024: £0.6 million) increase in the operating profit and the recognition of a £nil (2024: £0.2 million) monetary loss. The
comparative information in the FY24 Consolidated Financial Statements was not re-stated as it was presented in a stable currency (Pound Sterling).
Finance income
Finance income includes interest receivable on cash and cash equivalents, interest receivable on loans to joint venture, net finance income in
relation to defined benefit pension schemes, finance income in relation to leases and the change in the fair value of deferred consideration on
business combinations.
Finance expense
Finance expense includes interest expense in relation to financial liabilities (which includes the unwind of the discount rate applied to lease liabilities),
finance expense on defined benefit pension schemes, amortisation of fees incurred in arranging financing and the change in the fair value of deferred
purchase consideration on business combinations.
Adjusting items
Adjusting items are material in value or related to significant one-off changes in the structure or value of the business. Certain adjusting items may
be recognised across multiple years if, for example, they are deemed to be part of a significant transformation project which would not be expected
to recur. Such projects are required to be agreed upfront with a clear scope, timeline and budget. The Directors apply judgement in assessing the
presentation of such items as adjusting items.
The Directors believe that the separate disclosure of these items is relevant to an understanding of the Group’s financial performance by providing
an alternative and meaningful basis upon which to analyse underlying 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.
These alternative performance measures should be viewed as supplemental to, but not as a substitute for, measures presented in the consolidated
financial information relating to the Group, which are prepared in accordance with IFRS. Further, they may not be comparable with similarly titled
measures reported by other companies due to differences in the way they are calculated.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
1. ACCOUNTING POLICIES CONTINUED
Taxation
Taxation on the profit or loss for the year comprises current and deferred taxation. Taxation is recognised in the Consolidated Income Statement
except to the extent that it relates to items recognised in other comprehensive income, in which case it is recognised within that statement.
Current taxation is the expected taxation payable on the taxable income for the year, using taxation rates enacted or substantively enacted at the
financial year-end date, and any adjustment to taxation payable in respect of previous years.
Deferred taxation is provided on temporary differences between the carrying amounts of assets and liabilities recognised for financial reporting
purposes and the amounts used for taxation purposes, on an undiscounted basis. The amount of deferred taxation provided is based on the expected
manner of realisation or settlement of the carrying amounts of assets and liabilities, using taxation rates enacted or substantively enacted at the
financial year-end date.
Deferred taxation liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint ventures,
except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
The Group has previously adopted the amendment to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction and as a
result recognises a separate deferred taxation asset in relation to its lease liabilities and a deferred taxation liability in relation to its right-of-use assets,
even if balances qualify for offset under paragraph 74 of IAS 12.
On 23 May 2023, the International Accounting Standards Board issued International Tax Reform Pillar Two Model Rules – Amendments to IAS 12.
The Group continues to apply the mandatory temporary exception to the accounting for deferred taxation arising from implementation of the Pillar
Two rules set out therein.
Deferred taxation assets and liabilities are offset when there is a legally enforceable right to offset current taxation assets against current taxation
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current taxation liabilities
on a net basis.
A deferred taxation asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be used. The Group maintains adequate provisions for potential liabilities that may arise from periods that remain open and not yet agreed by tax
authorities. The ultimate liability for such matters may vary from the amounts provided and is dependent upon the outcome of agreements with
relevant tax authorities. In assessing uncertain tax treatments, management is required to make judgements in determination of the facts and
circumstances in respect of the tax position taken, together with estimates of amounts that may be required to be paid in ultimate settlement with
the tax authorities. As the Group operates in a multi-national tax environment, the nature of the uncertain tax positions is often complex and subject
to change. Original estimates are refined as and when additional information becomes known.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment with the exception of freehold land
which is shown at cost less accumulated impairment. Except for freehold land and assets in the course of construction, the cost of property, plant
and equipment is depreciated on a straight-line basis over the period of the expected useful life of the asset. For this purpose, expected lives are
determined within the following limits:
Freehold buildings at rates not less than 2% per annum
Plant and machinery not less than 8% per annum
Fixtures, fittings and vehicles not less than 20% per annum
In the case of major projects, depreciation is provided from the date the project is brought into use.
An asset is derecognised from the Consolidated Balance Sheet when it is sold or retired and no future economic benefits are expected from that
asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in the Consolidated Income Statement when the asset is derecognised.
Residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet date.
Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Property,
plant and equipment that has been impaired is reviewed for possible reversal of the impairment at each subsequent balance sheet date.
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Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable
amount, to the extent that the increased carrying amount does not exceed the value that would have been determined had an impairment
loss not been recognised in prior years. Impairment loss or reversal of impairment is recognised in the Consolidated Income Statement as part
of administrative expense.
Investment properties
On acquisition, an investment property is initially recognised at cost. Investment property is subsequently recognised at cost less accumulated
impairment and is presented as a separate line on the Consolidated Balance Sheet. Gains or losses on disposal are recognised within administrative
expenses in the Consolidated Income Statement.
Other intangible assets
Other intangible assets comprise brands and software.
Brands
An acquired brand is only recognised on the Consolidated Balance Sheet where it is supported by a registered trademark, where brand earnings are
separately identifiable or the brand could be sold separately from the rest of the business. Brands acquired as part of a business combination are
recorded in the Consolidated Balance Sheet at fair value at the date of acquisition. Trademarks, patents and purchased brands are recorded at cost
less accumulated impairment.
The Directors believe that acquired brands have indefinite lives because, having considered all relevant factors, there is no foreseeable limit to the
period over which the brands are expected to generate net cash inflows for the Group. Further, the Directors have the intention and the ability to
maintain the brands. In forming this conclusion the Directors have not taken into consideration planned future expenditure in excess of that required
to maintain the asset at that standard of performance.
In accordance with IAS 36 Impairment of Assets, as the brands have indefinite lives they are tested for impairment annually, and more frequently
where there is an indication that the asset may be impaired. The method used for impairment testing is similar to that used for goodwill whereby the
brand is allocated to a CGU based on the smallest identifiable group of assets that generate independent cash inflows. The recoverable amount of the
CGU is determined as the higher of the asset’s fair value less costs of disposal and the value-in-use. An impairment arises if the recoverable amount of
the CGU is less than the carrying amount. Any impairment is recognised immediately in the Consolidated Income Statement.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the Consolidated Income Statement.
Software
Expenditure on research activities is recognised in the Consolidated Income Statement as an expense as incurred. Expenditure on development
activities directly attributable to the design and testing of identifiable software products and systems are capitalised if the product or systems meet
the following criteria:
• The completion of the development is technically and commercially feasible to complete
• Adequate technical resources are sufficiently available to complete development
• It can be demonstrated that future economic benefits are probable
• The expenditure attributable to the development can be measured reliably.
Development activities involve a plan or design for the production of new or substantially improved products or systems. Directly attributable costs
that are capitalised as part of the software product or system include employee costs. Other development expenditures that do not meet these
criteria as well as ongoing maintenance costs are recognised as an expense as incurred. Development costs for software are carried at cost less
accumulated amortisation and are amortised on a straight-line basis over their useful lives (not exceeding ten years) at the point at which they come
into use.
Leases
Lessee accounting
The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a right-of-use asset and a
corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low-value
assets where the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The use of these
exemptions does not have a material impact.
Right-of-use assets
At commencement date, right-of-use assets are measured at cost, which comprises the initial measurement of the corresponding lease liability,
lease payments made at or before the commencement day and any initial direct costs.
After initial recognition right-of-use assets are depreciated on a straight-line basis over the shorter period of lease term and useful life of the
underlying asset. They are also assessed for impairment where indicators of impairment exist.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
1. ACCOUNTING POLICIES CONTINUED
Lease liabilities
Lease liabilities are initially measured at the present value of the lease payments, excluding those paid at the commencement date, discounted at the
rate implicit in the lease, or if that cannot be readily determined, at the Group’s incremental borrowing rate specific to the term, country, currency
and start date of the lease. Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in substance fixed payments), less any lease incentives receivable
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date
• The exercise price of a purchase option if the Group is reasonably certain to exercise that option
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. Variable lease
payments that do not depend on an index or rate are recognised as an expense in the period in which the event or condition that triggers those
payments occurs.
The carrying value of the lease liability is subsequently increased to reflect interest on the lease liability and reduced by the lease payment made.
The carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments
(e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset. Lease liabilities are presented as a separate line in the Consolidated Balance Sheet, within current
and non-current liabilities.
As a practical expedient, IFRS 16 Leases permits a lessee not to separate non-lease components, and instead account for any lease and associated
non-lease components as a single arrangement. The Group has not used this practical expedient.
Lessor accounting
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all the risks and rewards incidental to
ownership of the underlying asset. If this is the case the lease is a classified as a finance lease, otherwise as an operating lease.
Operating leases
If a lease is classified as an operating lease, the Group does not derecognise the underlying asset from its balance sheet and continues to recognise
depreciation and impairment losses on the asset.
Rental income arising from operating leases is accounted for on a straight-line basis over the lease term and is included in administrative expense in
the Consolidated Income Statement.
Finance leases
If a lease is classified as a finance lease, the Group derecognises the underlying asset from its balance sheet and recognises a lease receivable at an
amount equal to the net investment in the lease. The net investment in the lease is the present value of the lease payments and any unguaranteed
residual value of the underlying asset, discounted at the interest rate implicit in the lease. The Group recognises finance income over the lease term,
based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Group presents the lease receivable in Trade
and other receivables on the Consolidated Balance Sheet.
Inventories
Inventories are stated at the lower of cost and estimated net realisable value. Cost comprises direct materials and, where applicable, direct labour
costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated based
on standard costs based on normal operating conditions with price and usage variances apportioned using the periodic unit pricing method. Net
realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and
distribution. Where net realisable value is lower than cost, provision for impairment is made which is charged to cost of sales in the Consolidated
Income Statement.
Assets held for sale
Non-current assets and groups of assets and liabilities which comprise disposal groups are classified as ‘held for sale’ when their carrying amount will
be recoverable principally through a sale transaction rather than through continuing use. To be classified as a ‘held for sale’ asset or disposal group,
the sale must be highly probable and the assets must be available for sale immediately in their present condition. In addition, all of the following
criteria must also be met:
• Management is committed to the plan to sell
• The assets are being actively marketed
• Actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will
be withdrawn
• A sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.
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Immediately prior to classification as held for sale, the value of the assets or groups of assets is re-measured in accordance with the requirements of
IFRS 5 Non-current Assets Held for Sale and Discontinued Items. Subsequently, assets and disposal groups classified as held for sale are measured at
the lower of book value or fair value less disposal costs. Assets held for sale are neither depreciated nor amortised.
Cash, cash equivalents and bank overdrafts
Cash and cash equivalents include cash at bank and in hand, call and short-term deposits and other highly liquid investments with original maturities
of three months or less which are readily convertible into known amounts of cash and insignificant risk of changes in value.
Bank overdrafts are repayable on demand and form part of the Group’s cash management arrangements.
Financial instruments
Financial assets and financial liabilities are recognised on the Consolidated Balance Sheet when the Group becomes a party to the contractual
provisions of the instrument.
Derivative financial instruments
The Group uses derivative financial instruments such as forward foreign exchange contracts and interest rate caps to manage its exposures to
risks associated with foreign currency and interest rate fluctuations. These instruments are measured at fair value. Changes in the fair value of any
derivative instruments that do not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement.
Derivatives designated as cash flow hedges
Derivatives designated as the hedging instruments are classified at inception of hedge relationship as cash flow hedges. There are no fair value hedges
or net investment hedges in the Group.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated in the hedging reserve. Ineffective portions are recognised in profit or loss immediately.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the amount accumulated in
the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognised. For all other
transactions, the amounts accumulated in the hedging reserve are recycled to the Consolidated Income Statement in the period (or periods) when
the hedged item affects the Consolidated Income Statement.
Financial assets
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss
(FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are
expensed in profit or loss.
The Group classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive income or profit or loss)
• Those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. The Group’s
financial assets are subsequently measured at either amortised cost or fair value through profit or loss, depending on their classification.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has
the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(a) Trade receivables
Trade and other receivables are initially measured at transaction price, and subsequently at amortised cost. The amortised cost for trade and other
receivables is generally equivalent to the invoiced amount less allowance for expected credit losses (ECL). The ECL is based on the difference between
the contractual cash flows due in accordance with the contract and the present value of all the cash flows that the Group expects to receive. The
Group has elected to use the simplified approach in calculating ECL and recognises a loss allowance based on lifetime ECLs at each reporting date (i.e.
the expected credit losses that will result from all possible default events over the expected life of the financial instrument). The Group has applied
the practical expedient to calculate ECLs using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the
reporting date.
Trade receivables are fully impaired and subsequently written off when all possible routes through which amounts can be recovered have been
exhausted. The Group recognises any impairment gain or loss in the Consolidated Income Statement with a corresponding adjustment to the financial
asset’s carrying amount through a loss allowance account.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
1. ACCOUNTING POLICIES CONTINUED
(b) Loans to joint ventures
The Group’s loans to the joint venture (presented in the Consolidated Balance Sheet as part of the ‘net investment in joint ventures’) are measured
initially at fair value and are subsequently held at amortised cost less an ECL allowance. The loans are assessed for an ECL allowance as follows:
• Where there has been a significant increase in credit risk since initial recognition – the Group measures ECL based on lifetime ECLs i.e. all credit
losses expected from possible default events over the remaining life of the loan, irrespective of the timing of the default.
• Where there has not been a significant increase in credit risk since initial recognition – the Group measures the loss allowance at an amount equal
to 12-month ECL i.e. the portion of lifetime ECL that is expected to result from default events on the loan that are possible within 12 months after
the reporting date.
In assessing whether the credit risk has increased significantly on the loan to the joint venture since initial recognition, the Group compares the risk
of a default occurring on the loan at the reporting date with the risk of a default occurring on the loan at the date of initial recognition. In making
this assessment, the Group considers, in particular, the financial and operational performance of a joint venture, changes to the financial forecasts or
increases in credit risk on other receivables. Any associated loss allowance related to loans to joint ventures is recorded in administration expense in
the Consolidated Income Statement.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
(a) Interest-bearing loans and borrowings
Interest-bearing bank loans, borrowings and overdrafts are initially recorded at fair value, net of directly related fees, and are subsequently measured
at amortised cost using the effective interest rate method.
Gains and losses arising on the repurchase, settlement or other cancellation of interest-bearing loans and borrowings are recognised in finance
income and finance costs, respectively.
(b) Trade payables
Trade payables are initially recognised at fair value, normally being the invoiced amounts, and subsequently measured at amortised cost, using the
effective interest rate method.
(c) Trade payables under vendor financing arrangements
The Group may from time to time enter into arrangements with a bank or banking partners under which the bank offers vendors the option to receive
early settlement of its trade receivables. Vendors using such arrangement pay a fee to the bank. The Group does not pay any fees and does not
provide any additional collateral or guarantee to the bank. Based on the Group’s assessment, the liabilities under the vendor advance arrangement
are closely related to operating purchase activities with no significant change in the nature or function of the liabilities. These liabilities are therefore
classified as trade payables with separate disclosures in the notes to the Consolidated Financial Statements. The credit period does not exceed 12
months and are not discounted.
Share capital and reserves
The types of reserves presented in the Consolidated Statement of Changes in Equity are:
• Treasury shares: When shares recognised as equity are repurchased, the amount of the consideration paid, including directly attributable costs,
is recognised as a charge to equity. Repurchased shares are classified as treasury shares and are presented as a deduction from equity attributable
to Company’s equity holders. When Treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity
attributable to Company’s equity holders.
• Capital redemption reserve: Includes amounts in respect of the redemption of certain of the Company’s ordinary shares.
• Hedging reserve: Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are
recognised in the hedging reserve through other comprehensive income.
• Currency translation reserve: The currency translation reserve recognises the cumulative effect of foreign exchange differences arising on
translation of the Group’s overseas operations from their local functional currency to the Group’s presentational currency.
• Retained earnings for the Group are made up of accumulated reserves.
• Other reserves relate to the Group’s share-based payment schemes.
• Non-controlling interests: The non-controlling interest's proportion of the fair values of the assets and liabilities recognised.
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Retirement benefit and similar obligations
The Group operates retirement benefit schemes in the UK and for certain overseas operations. In the UK, these comprise defined benefit schemes,
each of which was closed to future accrual on 31 May 2008, and defined contribution schemes. Overseas schemes are predominantly defined
contribution schemes, with the exception of PZ Cussons Indonesia, which operates a defined benefit scheme.
The Group accounts for its main defined benefit scheme under IAS 19 Employee Benefits. The deficit/surplus of the defined benefit pension scheme
is recognised in the Consolidated Balance Sheet (with surpluses only recognised to the extent that the Group has an unconditional right to a refund)
and represents the difference between the fair value of the plan assets and the present value of the defined benefit obligation at the balance sheet
date. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of
high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating
to the terms of the related pension obligation. Pension charges/income recognised in the Consolidated Income Statement consists of administration
charges for the scheme, past service costs and a cost/income based on the net interest expense/income on net pension scheme liabilities/surpluses.
Net interest is calculated by applying a discount rate to the net defined benefit liability or asset. Past service cost is recognised in profit or loss
when the plan amendment or curtailment occurs, or when the Group recognises related restructuring costs or termination benefits, if earlier.
Re-measurements comprising actuarial gains and losses, the effect of the asset ceiling and the return on plan assets (excluding interest) are included
directly in other comprehensive income. Payments to defined contribution retirement benefit schemes are charged as an expense when employees
have rendered service entitling them to the contributions.
Share-based payments
The Group operates a number of long-term incentive schemes which provide share awards to Executive Directors and certain senior employees.
The Group also operates a Share Incentive Plan (SIP) scheme which is open to UK employees.
The awards under these plans are measured at the fair value at the date of grant and are expensed over the vesting period based on the expected
outcome of the performance, where they apply, and service conditions. At each balance sheet date, the estimate of the number of awards that
are expected to vest is assessed, and the impact of the revision, if any, is recognised in the Consolidated Income Statement, with a corresponding
adjustment to equity.
Dividend distributions
Dividend distributions which are subject to shareholder approval are recognised as a liability in the period in which the approval is given. Interim
dividends, which do not require shareholder approval, are recognised when paid.
Consideration of climate change
In preparing the Consolidated Financial Statements, management has considered the impact of climate change, particularly in the context of the
risks identified in the TCFD disclosures on pages 26 to 29. There has been no material impact identified on the financial reporting judgements and
estimates. In particular, management considered the impact of climate change in respect of the following areas:
• Assessment of impairment of goodwill, other intangibles and tangible assets
• Assessment of impairment of financial assets
• Going concern and viability disclosures
• Impact on useful economic lives of assets
• Preparation of budgets and cash flow forecasts.
Given the low value of short to medium-term risk to these areas assessed in the TCFD report, no climate change-related impact was identified.
The viability assessment on pages 40 to 41 includes an assessment of severe but plausible scenarios, including climate change risks, with the potential
to impact future performance, but none of these are considered likely to give rise to a trading deterioration of the magnitude indicated by the stress-
testing or to threaten the viability of the business over the five-year assessment period. Management is, however, aware of the changing nature of
risks associated with climate change and will regularly assess these risks against judgements and estimates made in preparation of the Consolidated
Financial Statements.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
1. ACCOUNTING POLICIES CONTINUED
Accounting estimates and judgements
The Group’s material accounting policies under IFRS have been set by management with the approval of the Audit and Risk Committee. The
application of these policies requires management to make assumptions and estimates about future events. The resulting accounting estimates will,
by definition, differ from the actual results. 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.
Key sources of estimation uncertainty
Pensions
The cost of defined benefit pension schemes and the present value of the pension obligation are determined using actuarial assumptions in those
valuations. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the
complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed at each reporting date. Significant differences in actual experience or significant changes in key
assumptions could affect the retirement benefit surplus/obligations and the net interest expense. In determining the discount rate, management
considers the interest rates of corporate bonds with at least an ‘AA’ rating or above and having terms to maturity approximating to the terms
of the related pension obligation to be appropriate. The mortality rate is based on publicly available mortality tables for the specific countries.
Those mortality tables tend to change only at intervals in response to demographic changes. Future salary increases and pension increases are
based on expected future inflation rates for the respective countries. See note 23 for details of key estimates and assumptions applied in valuing
the pension schemes.
Current taxation
Current taxation liabilities/assets relate to the expected amount of taxation to be paid/received as a result of the operating performance of the
Group’s entities. In calculating the appropriate taxation charge, assumptions and judgements are made regarding application and interpretation
of local laws.
In situations where tax impacts are subject to uncertain treatment, interpretation of local rule or regulation, or otherwise remain to be agreed
with relevant tax authorities, an estimate of any resulting financial impact may be recorded in the Consolidated Financial Statements. Any such
management estimates are made in accordance with IFRS requirements, including IAS 12 Income Taxes and IFRIC 23 Uncertainty over Income Tax
Treatments when considering income tax and IAS 37 Provisions, Contingent Liabilities and Contingent Assets in relation to non-income taxes. Due to
the uncertainty associated with such tax items, there is a possibility that on conclusion of open tax matters at a future date, the final outcome may
differ significantly from the original amounts recorded. Where the eventual taxation paid or reclaimed is different to the amounts originally estimated,
the difference will be charged or credited to the income statement in the period in which it is determined.
Included within the current taxation liability of the Group are current taxation estimates with net carrying values as at 31 May 2025 of £23.1 million
(2024: £24.7 million), of which £21.7 million (2024: £23.2 million) relates to a single estimate arising due to a difference in technical standpoint
between PZ Cussons plc and a tax authority on a subjective and complex piece of legislation. Due to the known difference in technical standpoint,
this potential taxation liability has been provided for in full as the range of possible outcomes could be a liability up to the full value of the provided
amount, however the potential future settlement remains a cash risk.
In addition to the provision items indicated above, as at 31 May 2025, the Group had further contingent taxation liabilities of £18.5 million (2024:
£14.4 million) and contingent assets of £0.5 million (2024: £1.2 million). The largest item relates to an overseas court verdict that found against
the Group and the possible cross-over risk into later years, all of which have been appealed by the Group. Other primary risks include the historical
impact of licensing arrangements and more speculative claims made by overseas tax authorities, with external third-party opinions supporting the
recognition of such items as having less than a probable risk of crystallisation. Such positions have been disclosed as contingent assets/liabilities in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Deferred taxation assets – temporary differences
Deferred taxation is provided on temporary differences between the carrying amounts of assets and liabilities recognised for financial reporting
purposes and the amounts used for taxation purposes, on an undiscounted basis. The amount of deferred taxation provided is based on the expected
manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax rates enacted or substantively enacted at the financial
year-end date.
Assessment of impairment of goodwill and other indefinite life assets
Goodwill and brands have all arisen from business combinations and all have indefinite useful lives and, in accordance with IAS 36 Impairment of
Assets, are subject to annual impairment testing (which the Group carries out at the year-end date), or more frequently if there are indicators of
impairment. The method used for impairment testing is to allocate assets (including goodwill and brands) to appropriate CGUs based on the smallest
identifiable group of assets that generate independent cash inflows, and to estimate the recoverable amounts of the CGUs as the higher of the asset’s
fair values less costs of disposal and the value-in-use. For the purposes of goodwill impairment testing, goodwill related to each of the Beauty brands
is aggregated together into the Beauty group of CGUs as this is manner in which the core assets are used to generate cash flows and is the lowest
level at which goodwill is monitored by management. Value-in-use is determined using cash flow projections from approved budgets and plans which
are then extrapolated based on estimated long-term growth rates applicable to the markets and geographies in which the CGUs operate.
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The cash flow projections are discounted based on a pre-tax weighted average cost of capital for comparable companies operating in similar markets
and geographies as the Group adjusted for risks specific to the particular CGU. The assumptions used in the cash flow projections, and associated
sensitivities, are described and set out in note 10.
Critical areas of judgment
Assessment of useful lives of acquired brands
The Directors are required to assess whether the useful lives of acquired brands are finite or indefinite. Under IAS 38 Intangible Assets, an intangible
asset should be regarded as having an indefinite useful life when, based on all of the relevant factors, there is no foreseeable limit to the period over
which the asset is expected to generate net cash inflows for the entity.
Deferred tax assets – unused tax losses
A deferred taxation asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be
used. Deferred taxation assets are recognised for unused tax losses to the extent that it is probable that future taxable profits will be available against
which they can be used. At 31 May 2025, the Group recorded a deferred taxation asset of £26.8 million (2024: £36.8 million) on recognised but
unused tax losses. The Group has concluded that the deferred taxation assets will be recoverable as it is probable that the related taxation benefit
will be realised in the foreseeable future.
2. SEGMENTAL ANALYSIS
The segmental information presented in this note is consistent with management reporting provided to the Executive Committee, which is the
Chief Operating Decision-Maker (CODM). The CODM reviews the Group’s internal reporting to assess performance and allocate resources. The
CODM considers the business from a geographic perspective, with Europe & the Americas, Asia Pacific and Africa being the operating segments.
In accordance with IFRS 8 Operating Segments, the Executive Committee has identified these as the reportable segments.
The CODM assesses the performance based on operating profit before adjusting items. Revenue and operating profit of the Europe & the Americas
and Asia Pacific segments arise from the sale of Hygiene, Beauty and Baby products. Revenue and operating profit from the Africa segment also arise
from the sale of Hygiene, Beauty and Baby products as well as Electrical products. The prices between Group companies for intra-group sales of
materials, manufactured goods, and charges for franchise fees and royalties are on an arm’s length basis.
Central includes expenditure associated with the global headquarters and above market functions net of recharges to our regions. Reporting used by
the CODM to assess performance does contain information about brand-specific performance. Global segmentation between the portfolio of brands
is not part of the regular internally reported financial information.
(a) Reportable segments

| Europe & the |  |  |  |  |
| Americas | Asia Pacific | Africa | Central | Eliminations | Total
2025 | £m | £m | £m | £m | £m | £m
Gross segment revenue | 202.5 | 175.3 | 140.9 | 40.2 | (45.1) | 513.8
Inter-segment revenue | (3.1) | (1.8) | — | (40.2) | 45.1 | —
Revenue | 199.4 | 173.5 | 140.9 | — | — | 513.8
Segmental operating profit/(loss) before adjusting items and share of results of joint venture | 36.8 | 25.2 | 16.3 | (30.5) | — | 47.8
Share of results of joint venture | — | — | 7.1 | — | — | 7.1
Segmental operating profit/(loss) before adjusting items | 36.8 | 25.2 | 23.4 | (30.5) | — | 54.9
Adjusting items | 14.1 | (0.1) | (4.5) | (43.8) | — | (34.3)
Segmental operating profit/(loss) | 50.9 | 25.1 | 18.9 | (74.3) | — | 20.6
Finance income |  |  |  |  |  | 3.9
Finance expense |  |  |  |  |  | (18.0)
Net monetary gain arising from hyperinflationary economies |  |  |  |  |  | —
Profit before taxation |  |  |  |  |  | 6.5

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
2. SEGMENTAL ANALYSIS CONTINUED
(a) Reportable segments continued

| Europe & the |  |  |  |  |
| Americas | Asia Pacific | Africa | Central | Eliminations | Total
2024 | £m | £m | £m | £m | £m | £m
Gross segment revenue | 204.1 | 179.2 | 151.7 | 34.2 | (41.3) | 527.9
Inter-segment revenue | (3.4) | (4.0) | — | (33.9) | 41.3 | —
Revenue | 200.7 | 175.2 | 151.7 | 0.3 | — | 527.9
Segmental operating profit/(loss) before adjusting items and share of results of joint venture | 32.6 | 28.0 | 19.6 | (32.6) | — | 47.6
Share of results of joint venture | — | — | 10.7 | — | — | 10.7
Segmental operating profit/(loss) before adjusting items | 32.6 | 28.0 | 30.3 | (32.6) | — | 58.3
Adjusting items | (31.9) | (1.0) | (81.0) | (28.1) | — | (142.0)
Segmental operating profit/(loss) | 0.7 | 27.0 | (50.7) | (60.7) | — | (83.7)
Finance income |  |  |  |  |  | 12.2
Finance expense |  |  |  |  |  | (24.2)
Net monetary loss arising from hyperinflationary economies |  |  |  |  |  | (0.2)
Loss before taxation |  |  |  |  |  | (95.9)

Segment assets and liabilities are not disclosed because they are not reported to nor reviewed by the CODM.
UK revenue for 2025 was £182.1 million (2024: £179.6 million), Nigeria revenue for 2025 was £105.5 million (2024: £126.0 million), Australia and New
Zealand revenue for 2025 was £88.5 million (2024: £94.9 million) and Indonesia revenue for 2025 was £68.5 million (2024: £63.9 million). UK non-current
assets at 31 May 2025 were £283.8 million (2024: £337.2 million), Nigeria non-current assets at 31 May 2025 were £23.4 million (2024: £30.4 million),
Australia and New Zealand non-current assets at 31 May 2025 were £32.0 million (2024: £35.2 million) and Indonesia non-current assets at 31 May 2025
were £15.0 million (2024: £11.6 million).
The Group analyses its revenue by the following categories:

| 2025 | 2024
| £m | £m
Hygiene | 285.5 | 289.1
Baby | 106.6 | 106.9
Beauty | 65.4 | 68.3
Electricals | 47.0 | 56.6
Other | 9.3 | 7.0
| 513.8 | 527.9

No single customer generates revenue greater than 10% of the consolidated revenue.
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3. ADJUSTING ITEMS
Adjusting item expense/(income) comprised:

| 2025 | 2024
| £m | £m
Simplification and transformation 1 | 8.7 | 10.1
Acquisition and disposal-related items 2 | 1.7 | (1.4)
Impairment charge (net of impairment reversal) 1 | 18.8 | 24.4
Foreign exchange losses on Nigerian Naira devaluation 3 | — | 104.1
Foreign exchange losses on Nigerian Naira devaluation on joint venture 4 | — | 3.4
Foreign exchange losses arising on loans previously classified as permanent as equity 1 | 3.9 | —
Foreign exchange losses arising on loans previously classified as permanent as equity to joint venture undertaking 4 | 1.5 | —
Adjusting items before taxation | 34.6 | 140.6
Taxation | 2.7 | (30.6)
Adjusting items after taxation | 37.3 | 110.0

1 Included in administrative expense in the Consolidated Income Statement.
2 £1.4 million is included in administrative expenses and £0.3 million is Included in finance income in the Consolidated Income Statement.
3 In the year ended 31 May 2024, £79.0 million is included in cost of sales and £25.1 million is included in administrative expense in the Consolidated Income Statement. The amount in administrative
expense included charges of £0.2 million and £1.4 million relating to the de-designation of permanent as equity loans to a joint venture and fellow subsidiary undertakings respectively.
4 Included in share of results of joint venture in the Consolidated Income Statement.
Simplification and transformation
For the year ended 31 May 2025, these costs primarily relate to the strategic review of our Africa business and the St.Tropez brand. For the year
ended 31 May 2024, these costs primarily relate to the following projects which started in 2022: three-year finance transformation project, HR
simplification project and supply chain transformation project which completed during 2025.
Acquisition and disposal-related items
For the year ended 31 May 2025, the expense relates to the re-measurement of the deferred consideration for the Childs Farm acquisition and costs
incurred in relation to the sale of the Group’s joint venture undertaking (notes 14 and 15) expected to be completed during the year ending 31 May
2026. In the year ended 31 May 2025, the Group made the final settlement payment of the deferred consideration for the Childs Farm acquisition.
For the year ended 31 May 2024, the income relates to the re-measurement of the deferred consideration for the Childs Farm acquisition.
Impairment charge (net of impairment reversal)
The current year charge relates to the impairment of the Beauty group of CGUs goodwill of £35.3m which is partially offset by the £16.5m impairment
reversal of the Sanctuary Spa brand intangible (note 10). For the year ended 31 May 2024, the impairment charge relates to the impairment of the
Sanctuary Spa brand of £24.4m (note 10).
Foreign exchange losses arising on Nigerian Naira devaluation (including on joint venture)
For the year ended 31 May 2024, this primarily relates to realised and unrealised foreign exchange losses resulting from the Nigerian Naira
devaluation during the financial year on USD denominated liabilities which existed at 31 May 2023.
As outlined in footnotes 3 and 4 above, this also includes a net charge of £0.4 million relating to the de-designation of permanent as equity loans
to a joint venture undertaking and with subsidiary undertakings.
Foreign exchange losses arising on loans previously designated as permanent as equity (including to joint venture)
For the year ended 31 May 2025, this primarily relates to realised and unrealised foreign exchange losses resulting from movements in the Nigerian
Naira on loans with the joint venture undertaking and subsidiary undertakings which were de-designated from permanent as equity in the year ended
31 May 2024.
The closing NGN/GBP rate at 31 May 2025 was 2,136 (2024: 1,893), and the average NGN/GBP for the current year was 2,015 (2024: 1,257).
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
4. LOSS FOR THE YEAR
Loss for the year has been arrived at after (crediting)/charging:

| 2025 | 2024
| £m | £m
Net foreign exchange losses | 7.8 | 124.6
Research and development costs | 1.1 | 0.5
Depreciation of property, plant and equipment | 5.1 | 7.0
Depreciation of investment properties | 0.1 | 0.1
Depreciation of right-of-use assets | 2.8 | 3.2
Profit on disposal of property, plant and equipment | — | (1.8)
Profit on disposal of other assets | (1.1) | —
Amortisation of intangible assets | 4.1 | 7.1
Impairment of intangible assets, net of impairment reversal (note 10) | 18.8 | 24.4

Auditor remuneration
An analysis of Auditor remuneration is provided below:

| 2025 | 2024
| £m | £m
Fees payable to the Company’s Auditor for the audit of the Company’s annual financial statements and consolidation | 2.0 | 2.3
Fees payable to the Company’s Auditor and their associates for other services to the Group: |  |
– audit of the Company’s subsidiaries | 2.0 | 1.7
Fees payable to the Company’s previous Auditor and their associates for other services to the Group: |  |
– audit of the Company’s subsidiaries | — | 0.4
Total audit fees | 4.0 | 4.4
Fees payable to the Company’s Auditor and its associates for other services: |  |
– Other assurance services 1 | 0.2 | 0.3
Total fees for non-audit services | 0.2 | 0.3
Total auditor's remuneration | 4.2 | 4.7

1 Fees for permitted non-audit services paid to the Company’s Auditor included £0.2 million (2024: £0.3 million) for the review of the Group’s interim statement released in February 2025.
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5. EMPLOYEES
The average monthly number of employees (including Executive Directors) was as follows:

| 2025 | 2024
| number | number
Production | 1,379 | 1,621
Selling and distribution | 647 | 599
Administration | 385 | 347
| 2,411 | 2,567

Costs incurred in respect of the above were as follows:

| 2025 | 2024
| £m | £m
Wages and salaries | 64.6 | 69.2
Social security costs | 5.7 | 5.1
Pension costs | 3.3 | 3.5
Share-based payments | 2.6 | 1.9
| 76.2 | 79.7

Pension costs (note 23) consist of:

| 2025 | 2024
| £m | £m
Defined benefit schemes | 1.3 | 1.3
Defined contribution schemes | 1.8 | 1.9
Nigerian gratuity scheme | 0.2 | 0.3
| 3.3 | 3.5

6. NET FINANCE EXPENSE

| 2025 | 2024
| £m | £m
Interest receivable on cash and cash equivalents held | (2.4) | (8.9)
Finance income on defined benefit pension schemes | (1.5) | (1.9)
Change in fair value of deferred consideration | — | (1.4)
Finance income | (3.9) | (12.2)
Interest payable on borrowings | 15.5 | 22.2
Finance expense on defined benefit pension schemes | 0.6 | 0.6
Interest expense on lease liabilities | 0.6 | 0.5
Change in fair value of deferred consideration | 0.3 | —
Amortisation of financing fees | 1.0 | 0.9
Finance expense | 18.0 | 24.2
Net finance expense | 14.1 | 12.0

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
7. TAXATION

| 2025 | 2024
| £m | £m
Current taxation |  |
UK corporation tax |  |
– current year | 2.7 | 5.2
– adjustments in respect of prior years | (1.6) | 3.5
| 1.1 | 8.7
Overseas corporation tax |  |
– current year | 11.9 | 11.6
– adjustments in respect of prior years | (0.2) | (0.8)
| 11.7 | 10.8
Total current taxation charge | 12.8 | 19.5
Deferred taxation |  |
Origination and reversal of temporary timing differences | 1.5 | (38.0)
Adjustments in respect of prior years | (2.6) | (6.4)
Effect of rate change adjustments | — | 0.8
Total deferred taxation credit | (1.1) | (43.6)
Total taxation charge/(credit) | 11.7 | (24.1)
Analysed as: |  |
Taxation on profit before adjusting items | 9.0 | 6.5
Taxation on adjusting items | 2.7 | (30.6)
| 11.7 | (24.1)

The effective tax rate (ETR) in relation to continuing operations for the year is 180.0% (2024: 25.1%). Before adjusting items, the ETR is 21.9% (2024:
14.5%), primarily due to the impacts of the minimum tax regime in Nigeria and the material impairments on brand and goodwill. The statutory ETR
of 180.0% is driven primarily by the £35.3 million Goodwill impairment of Beauty brands that is non-deductible for UK corporation tax purposes, and
which originated from business combination accounting under IFRS 3 requiring relevant assets and liabilities to be recorded at fair value at the date of
acquisition. Absent the impairment of Goodwill, the statutory ETR for FY25 would be 28.0%.
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UK corporation tax is calculated at 25% (2024: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the
rates prevailing in the respective jurisdictions. The Group has chosen to use the UK corporation tax rate for the reconciliation of the tax charge for the
year to the profit before taxation as this is the seat for the central management and control of the Group.

| 2025 | 2024
| £m | £m
Profit/(loss) before taxation | 6.5 | (95.9)
Taxation at the UK corporation tax rate of 25% (2024: 25%) | 1.6 | (24.0)
Adjusted for: |  |
Effect of non-deductible expenses | 13.6 | 6.4
Effect of non-taxable income | (2.9) | (3.7)
Effect of rate changes on deferred taxation (all territories) | — | 0.8
Taxation effect of share of results of joint venture | (1.8) | (2.4)
Other taxes suffered outside of the UK | 3.0 | 2.1
Net adjustment to amount carried in respect of uncertain tax positions | 1.0 | 2.4
Movements in deferred taxation assets not recognised | 0.1 | 1.7
Adjustments in respect of prior years | (4.4) | (3.7)
Differences in overseas rates | 1.5 | (3.7)
Taxation charge/(credit) for the year | 11.7 | (24.1)

Primary reconciling differences between taxation at UK corporation tax rate and the actual taxation charge for the year include the following:
• Net increase to the amount carried in respect of uncertain tax positions £1.0 million (2024: £2.4 million increase).
• Effect of non-deductible expenses of £13.6 million (2024: £6.4 million) include items considered non-deductible across the Group’s various
operating entities, including disallowances in respect of related party transactions and impairments on intangibles, in particular a £35.3 million
(2024: £nil) impairment of goodwill relating to the Group's Beauty brands.
• Effect of non-taxable income of £2.9 million (2024: £3.7 million) include items considered non-taxable across the Group's various operating entities
including non-taxable income in respect of related party transactions.
• Other taxes suffered outside the UK increased the annual taxation charge by £3.0 million (2024: £2.1 million) and included unrelievable withholding
taxes incurred on dividends received in the UK. It also includes local levies and the minimum rate of tax payable in Nigeria as a proportion of
revenue and as a result of there being no taxable profits on which corporation tax would be assessable due to the availability of losses during
the period.
• Differences in foreign tax rates during the year of £1.5 million (2024: £3.7 million credit) reflecting the Group profitability profile in
overseas jurisdictions.
Taxation on items taken directly to equity and other comprehensive income was a credit of £0.7 million (2024: £14.9 million credit) and primarily
relates to deferred taxation on the re-measurement of retirement and other long-term benefit obligations.
The Group operates in a multi-national tax environment where the nature of uncertain tax positions is often complex and subject to change,
and necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined
until resolution.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation
implements a domestic top-up tax and a multi-national top-up tax effective for accounting periods on or after 31 December 2023, and effective for
the Group from 1 June 2024. The Group has continued to apply the exception allowed by an amendment to IAS 12 Income Taxes to recognising and
disclosing information about deferred tax assets and liabilities relating to top-up income taxes. The Group is not currently within the scope of the
Pillar Two rules.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
8. DIVIDENDS

| 2025 | 2024
| £m | £m
Amounts recognised as distributions to ordinary shareholders in the year comprise: |  |
Final dividend for the year ended 31 May 2024 of 2.10p (2023: 3.73p) per ordinary share | 8.8 | 15.6
Interim dividend for the year ended 31 May 2025 of 1.50p (2024: 1.50p) per ordinary share | 6.3 | 6.3
| 15.1 | 21.9

After the balance sheet date, a final dividend for the year ended 31 May 2025 was proposed by the Directors of 2.10p per ordinary share. This results
in a total proposed dividend of £15.1 million (2024: £15.1 million). Subject to approval by shareholders at the Annual General Meeting, the dividend
will be paid on 27 November 2025 to the shareholders on the register on 31 October 2025. The proposed dividend has not been included as a liability
in the Consolidated Financial Statements as at 31 May 2025.
9. LOSS PER SHARE
Earnings per share (EPS) represents the amount of earnings attributable to each ordinary share in issue. Basic EPS is calculated by dividing the profit/
(loss) after taxation attributable to owners of the Parent by the weighted average number of ordinary shares in issue during the year, excluding
treasury shares owned by employee trusts.
For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.
The Group’s dilutive potential ordinary shares relate to awards granted under the Group’s share incentive schemes which are described in the
share-based payments note (note 25). The basic and diluted EPS are equal as a result of the Group incurring a loss for the year.
The average number of shares is reconciled to the basic weighted average and diluted weighted average number of shares as set out below:

| 2025 | 2024
| number | number
| 000 | 000
Average number of ordinary shares in issue during the year | 428,725 | 428,725
Less: weighted average number of treasury shares | (9,268) | (9,693)
Basic weighted average shares in issue during the year | 419,457 | 419,032
Dilutive effect of share incentive schemes | 1,294 | 1,064
Diluted weighted average shares in issue during the year | 420,751 | 420,096

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10. GOODWILL AND OTHER INTANGIBLE ASSETS

| Goodwill | Software | Brands | Total
| £m | £m | £m | £m
Cost |  |  |  |
At 1 June 2023 | 66.6 | 66.6 | 267.2 | 400.4
Additions | — | 0.4 | — | 0.4
Exchange differences | — | (1.5) | — | (1.5)
At 31 May 2024 | 66.6 | 65.5 | 267.2 | 399.3
Additions | — | 0.4 | — | 0.4
Exchange differences | — | (0.1) | (2.8) | (2.9)
At 31 May 2025 | 66.6 | 65.8 | 264.4 | 396.8
Accumulated amortisation and impairment |  |  |  |
At 1 June 2023 | 10.2 | 41.1 | 36.4 | 87.7
Amortisation charge | — | 7.1 | — | 7.1
Impairment charge | — | — | 24.4 | 24.4
Exchange differences | 1.7 | (1.0) | 0.1 | 0.8
At 31 May 2024 | 11.9 | 47.2 | 60.9 | 120.0
Amortisation charge | — | 4.1 | — | 4.1
Impairment charge | 35.3 | — | — | 35.3
Impairment reversal | — | — | (16.5) | (16.5)
At 31 May 2025 | 47.2 | 51.3 | 44.4 | 142.9
Net book value |  |  |  |
At 31 May 2025 | 19.4 | 14.5 | 220.0 | 253.9
At 31 May 2024 | 54.7 | 18.3 | 206.3 | 279.3

Amortisation and impairment are charged to administrative expense in the Consolidated Income Statement. Cumulative impairment of goodwill as at
31 May 2025 was £45.5 million (2024: £10.2 million) and cumulative impairment of brands as at 31 May 2025 was £44.3 million (2024: £60.8 million).
Software includes the Group’s enterprise resource planning system (SAP), which is internally developed, and the carrying value of this asset as at
31 May 2025 is £11.3 million (2024: £13.7 million), with five years of amortisation remaining. In prior years, SAP was expected to be fully amortised
by the end of FY27, based on an initial plan to transition to a new release. Following a review during FY25, this plan has been revised and SAP is now
expected to remain in use until the end of FY30 in line with the manufacturer's support period. As a result, the remaining useful life of the asset has
been extended from two years to five years and the annual amortisation charge has been reduced to £2.4 million from £4.9 million.
Other than software, intangible assets comprise goodwill and brands. Goodwill and brands have all arisen from previous business combinations and
all have indefinite useful lives and, in accordance with IAS 36 Impairment of Assets, are subject to annual impairment testing (which the Group carries
out at the year-end date), or more frequently if there are indicators of impairment.
The method used for impairment testing is to allocate assets to appropriate CGUs based on the smallest identifiable group of assets that generate
independent cash inflows, and to estimate the recoverable amounts of the CGUs as the higher of the assets’ fair values less costs of disposal and the
value-in-use. Impairment testing is a two-step approach commencing with the testing of brands with an indefinite useful life. Each brand is considered
its own CGU for this purpose. The second step is to test goodwill for impairment. For the purposes of this test, goodwill acquired is allocated to the
CGUs or groups of CGUs expected to benefit from the synergies of the business combination. For this purpose goodwill related to each of the beauty
brands is aggregated together into the Beauty group of CGUs as this is the manner in which the core assets are used to generate cash flows and is the
lowest level at which goodwill is monitored by management.
Value-in-use is determined using cash flow projections from approved budgets and plans which are then extrapolated based on estimated long-term
growth rates applicable to the markets and geographies in which the CGUs operate. The cash flow projections are discounted based on a pre-tax
weighted average cost of capital for comparable companies operating in similar markets and geographies as the Group adjusted for risks specific to
the particular CGU.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
10. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED
Goodwill of £19.4 million (2024: £54.7 million) comprises £5.1 million (2024: £40.4 million) in relation to the acquisitions of the Group’s Beauty
brands (Charles Worthington, Fudge, Sanctuary Spa and St.Tropez), £13.5 million (2024: £13.5 million) in relation to the acquisition of Childs Farm and
£0.8 million (2024: £0.8 million) in relation to other acquisitions. Goodwill for the Beauty brands is assessed at the Group of CGUs comprising these
brands (see table below) as this represents the lowest level at which goodwill is monitored by management.
The carrying value of goodwill and each brand is set out in the table below. For the impairment testing of brands, each brand is allocated to a single
CGU. For the impairment testing of goodwill, Childs Farm goodwill is allocated to the same CGU as the brand and, as noted above, Beauty goodwill is
allocated to the group of CGUs comprising the Beauty brands:

| Goodwill | Brands | Goodwill | Brands
| 2025 | 2025 | 2024 | 2024
| £m | £m | £m | £m
Charles Worthington |  | 9.6 |  | 9.6
Fudge |  | 24.6 |  | 24.6
Sanctuary Spa |  | 51.0 |  | 34.5
St.Tropez |  | 58.4 |  | 58.4
Beauty | 5.1 | 143.6 | 40.4 | 127.1
Original Source | — | 9.8 | — | 9.8
Rafferty's Garden | — | 31.1 | — | 33.9
Childs Farm | 13.5 | 35.5 | 13.5 | 35.5
Other | 0.8 | — | 0.8 | —
| 19.4 | 220.0 | 54.7 | 206.3

In performing the impairment testing, the Group used the five-year plan ending 31 May 2030. Assumptions in the budgets and plans used for the
value-in-use cash flow projections include future revenue volume and price growth rates, associated future levels of marketing support, the cost base
of manufacture and supply, and directly associated overheads. These assumptions are based on historical trends and future market expectations
specific to each CGU and the markets and geographies in which each CGU operates.
The key assumptions applied in determining value-in-use are the long-term growth rate and the discount rate, both of which are determined with
reference to the markets and geographies in which the CGU (or group of CGUs) operates, and revenue growth and gross margin.
The compound annual growth rates, long-term growth rates and discount rates applied in the value-in-use calculations used in impairment tests were:

|  |  | Long-term | Long-term | Pre-tax | Pre-tax
| CAGR 1 | CAGR 1 | growth rate | growth rate | discount rate | discount rate
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
Charles Worthington | 2.5% | 6.1% | 2.0% | 2.0% | 13.0% | 11.5%
Fudge | 0.7% | 2.3% | 2.0% | 2.0% | 13.5% | 11.7%
Sanctuary Spa | 3.1% | 2.8% | 2.0% | 2.0% | 13.0% | 11.5%
St.Tropez | 1.3% | 3.3% | 2.0% | 2.0% | 13.5% | 12.0%
Beauty group of CGUs (goodwill assessment) | 2.0% | 3.2% | 2.0% | 2.0% | 13.3% | 11.6%
Original Source | 10.2% | 9.9% | 2.0% | 2.0% | 13.1% | 11.6%
Rafferty's Garden | 2.5% | 4.5% | 2.0% | 2.5% | 13.1% | 11.8%
Childs Farm (brand and goodwill assessment) | 11.2% | 19.6% | 2.0% | 2.0% | 13.0% | 11.7%

1 CAGR refers to the compound annual revenue growth rate over the five-year plan period.
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The results of the brand impairment tests as at 31 May 2025 were as follows:
Sanctuary Spa
In the year ended 31 May 2025, there was an impairment reversal of £16.5 million (2024: charge of £24.4 million) relating to the Sanctuary Spa brand,
charged to administrative expense in the Consolidated Income Statement and included in the Europe & the Americas segment. The recoverable
amount reflected improved brand performance that exceeded prior year expectations driven by gift set sales and the launch of a new range. The
recoverable amount of the CGU was determined to be £51.6 million based on a value-in-use calculation, which when compared to a carrying value
of £35.1 million (of which the brand represented £34.5 million) resulted in an impairment reversal of £16.5 million. The long-term growth rate and
discount rate used in the value-in-use calculations were 2.0% and 13.0% respectively.
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
Sanctuary Spa. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in gross
margin within the five-year forecast period would reduce the impairment reversal by £8.2 million, a 200bps decline in the annual revenue growth
rate over the five-year plan period, which results in a five-year compound annual revenue growth rate of 1.1%, would reduce the impairment reversal
by £10.0 million and a 100bps increase in the discount rate would reduce the impairment reversal by £5.7 million. A reduction of 3.4% in compound
annual revenue growth rate over the five-year plan would result in £nil impairment reversal. The same impact would be caused by a decline of 5.1% in
gross margin or an increase of 3.8% in discount rate.
St.Tropez
For the St.Tropez brand, the recoverable amount of the CGU was determined to be £63.4 million based on a value-in-use calculation, which is in
excess of the carrying value of £63.0 million (of which the brand represented £58.4 million) despite an unexpected revenue decline in the US during
the year ended 31 May 2025.
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
St.Tropez. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in gross margin
within the five-year forecast period would result in an impairment charge of £8.6 million, a 200bps decline in annual revenue growth rate within the
five-year forecast period, which results in a five-year compound annual revenue growth rate of (0.5)%, would result in an impairment charge of
£12.4 million and a 100bps increase in the discount rate would result in an impairment charge of £6.8 million. A reduction of 0.1% in compound
annual revenue growth rate over the five-year plan would result in zero headroom. The same impact would be caused by a decline of 0.1% in gross
margin or an increase of 0.1% in discount rate.
Rafferty’s Garden
For the Rafferty’s Garden brand, the recoverable amount of the CGU was determined to be £33.5 million based on a value-in-use calculation, which is
in excess of the carrying value of £31.9 million (of which the brand represented £31.1 million) despite cost-of living pressures in Australia.
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
Rafferty’s Garden. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in
gross margin within the five-year forecast period would result in an impairment charge of £6.6 million, a 200bps decline in annual revenue growth
rate within the five-year forecast period, which results in a five-year compound annual revenue growth rate of 0.5%, would result in an impairment
charge of £5.9 million and a 100bps increase in the discount rate would result in an impairment charge of £2.6 million. A reduction of 0.4% in
compound annual revenue growth rate over the five-year plan would result in zero headroom. The same impact would be caused by a decline
of 0.5% in gross margin or an increase of 0.4% in discount rate.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
10. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED
Charles Worthington
For the Charles Worthington brand, the recoverable amount of the applicable CGU which was based on a value-in-use calculation was determined to
be £11.5 million which is in excess of the carrying value of £9.7 million (of which the brand represented £9.6 million).
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
Charles Worthington. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in
gross margin within the five-year forecast period would reduce the headroom by £1.5 million, a 200bps decline in annual revenue growth rate within
the five-year forecast period, which results in a five-year compound annual revenue growth rate of 0.5%, would result in an impairment charge of
£0.2 million and a 100bps increase in the discount rate would reduce the headroom by £1.3 million. A reduction of 1.8% in compound annual revenue
growth rate over the five-year plan would result in zero headroom. The same impact would be caused by a decline of 2.9% in gross margin or an
increase of 1.5% in discount rate.
Fudge
For the Fudge brand, the recoverable amount of the applicable CGU which was based on a value-in-use calculation was determined to be £27.7
million which is in excess of the carrying value of £24.8 million (of which the brand represented £24.6 million).
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
Fudge. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in gross margin
within the five-year forecast period would result in an impairment charge of £0.3 million, a 200bps decline in annual revenue growth rate within the
five-year forecast period, which results in a five-year compound annual revenue growth rate of (1.3)%, would result in an impairment charge of £1.9
million and a 100bps increase in the discount rate would result in zero headroom. A reduction of 1.2% in compound annual revenue growth rate over
the five-year plan would result in zero headroom. The same impact would be caused by a decline of 2.3% in gross margin or an increase of 1% in
discount rate.
Childs Farm
For the Childs Farm brand, the recoverable amount of the applicable CGU which was based on a value-in-use calculation was determined to be £64.0
million which is in excess of the carrying value of £55.9 million (of which goodwill represented £13.5 million and the brand represented £35.5 million).
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts for
Childs Farm. Sensitivity analysis has been carried out in the year ended 31 May 2025 and a reasonably possible change of 250bps decline in gross
margin within the five-year forecast period would reduce the headroom by £6.5 million, a 500bps decline in annual revenue growth rate within
the five-year forecast period, which results in a five-year compound annual revenue growth rate of 6.4%, would result in an impairment charge to
goodwill of £14.6 million and a 100bps increase in the discount rate would reduce the headroom by £7.5 million. A reduction of 1.7% in compound
annual revenue growth rate over the five-year plan would result in zero headroom. The same impact would be caused by a decline of 3% in gross
margin or an increase of 1.1% in discount rate.
Beauty group of CGUs – goodwill
In the year ended 31 May 2025, there was an impairment charge of £35.3 million (2024: £nil) relating to the goodwill of the Beauty group of CGUs,
charged to administrative expense in the Consolidated Income Statement and included in the Central segment. The recoverable amount of goodwill
mainly reflected the reduction in the recoverable amount of the St.Tropez brand intangible due to a revenue decline in the US. The recoverable
amount of the CGU was determined to be £154.2 million based on a value-in-use calculation, which when compared to carrying value resulted
in an impairment charge of £35.3 million. The long-term growth rate and discount rate used in the value-in-use calculations were 2.0% and
13.3% respectively.
The remaining goodwill of the Beauty group of CGUs of £5.1 million reflects headroom of £1.8 million on the Charles Worthington brand intangible,
£2.9 million on the Fudge brand intangible and £0.4 million on the St.Tropez brand intangible. Please see the sensitivity analysis provided within
this note in relation to those brand intangibles. To the extent that an impairment that exceeded the headroom on the brand intangibles for Charles
Worthington, Fudge and St.Tropez were identified, this would lead to additional impairment of the goodwill of the Beauty group of CGUs.
Other CGUs
For the remaining CGUs, the recoverable amounts of the respective applicable CGUs, which were determined based on value-in-use calculations,
exceeded the carrying values. Sensitivity analysis on the value-in-use calculations did not identify potential impairment in relation to a reasonably
possible downside in the assumptions used for the projections.
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11. PROPERTY, PLANT AND EQUIPMENT

|  |  | Fixtures, | Assets in the |
| Land and | Plant and | fittings and | course of |
| buildings | machinery | vehicles | construction | Total
| £m | £m | £m | £m | £m
Cost |  |  |  |  |
At 1 June 2023 | 75.5 | 119.7 | 51.0 | 3.3 | 249.5
Additions | — | — | — | 5.7 | 5.7
Disposals | (4.6) | (9.6) | (0.6) | — | (14.8)
Transfers | 0.3 | 4.1 | 1.4 | (5.8) | —
Hyperinflationary adjustment 1 | 1.2 | — | — | — | 1.2
Exchange differences | (22.7) | (34.0) | (4.9) | (0.5) | (62.1)
At 31 May 2024 | 49.7 | 80.2 | 46.9 | 2.7 | 179.5
Additions | — | 0.1 | 0.2 | 6.0 | 6.3
Disposals | — | (1.6) | (7.8) | — | (9.4)
Transfers | 0.3 | 2.7 | 0.8 | (3.8) | —
Hyperinflationary adjustment 1 | 0.7 | — | — | — | 0.7
Exchange differences | (0.8) | (2.9) | (0.5) | (0.1) | (4.3)
At 31 May 2025 | 49.9 | 78.5 | 39.6 | 4.8 | 172.8
Accumulated depreciation and impairment |  |  |  |  |
At 1 June 2023 | 34.4 | 99.8 | 47.4 | — | 181.6
Depreciation charge | 1.0 | 4.7 | 1.3 | — | 7.0
Disposals | (2.6) | (9.5) | (0.7) | — | (12.8)
Exchange differences | (7.4) | (27.2) | (4.5) | — | (39.1)
At 31 May 2024 | 25.4 | 67.8 | 43.5 | — | 136.7
Depreciation charge | 0.7 | 3.2 | 1.2 | — | 5.1
Disposals | — | (1.6) | (7.8) | — | (9.4)
Exchange differences | (0.2) | (2.3) | (0.5) | — | (3.0)
At 31 May 2025 | 25.9 | 67.1 | 36.4 | — | 129.4
Net book value |  |  |  |  |
At 31 May 2025 | 24.0 | 11.4 | 3.2 | 4.8 | 43.4
At 31 May 2024 | 24.3 | 12.4 | 3.4 | 2.7 | 42.8

1 Represents a hyperinflation adjustment in relation to Ghana.
Depreciation is charged to administrative expenses except for plant and machinery which is charged to cost of sales in the Consolidated Income
Statement. As at 31 May 2025, the Group had entered into commitments for the purchase of property, plant and equipment amounting to £0.7
million (2024: £0.4 million). As at 31 May 2025, the Group’s share in the capital commitments of its joint venture was £nil (2024: £nil).
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
12. INVESTMENT PROPERTIES
The movement in the year in the carrying value of investments properties is set out below:

| 2025 | 2024
| £m | £m
Cost |  |
At 1 June | 7.2 | 7.2
Additions | 0.2 | 0.3
Transfers 1 | — | (0.9)
Hyperinflation impact 2 | 2.7 | 3.6
Exchange differences | 0.5 | (3.0)
At 31 May | 10.6 | 7.2
Accumulated depreciation and impairment |  |
At 1 June | 0.6 | 0.8
Depreciation charge | 0.1 | 0.1
Exchange differences | (0.1) | (0.3)
Transfers 3 | — | —
At 31 May | 0.6 | 0.6
Net book value |  |
At 31 May | 10.0 | 6.6

1 Transfers to assets held for sale.
2 Relates to hyperinflation in Ghana.
3 Transfers to property, plant and equipment.
Investment properties, principally office buildings and land, are held for long-term rental yields and are not occupied by the Group. The Group
classifies rental inflows as operating cash flows. The Group engages external, independent and qualified valuers to determine the fair value of the
Group’s investment properties at the end of every financial year. The fair value of the investment properties at 31 May 2025 is £30.0 million (2024:
£19.5 million). The main Level 3 inputs used by the Group are derived and evaluated as follows: discount rates, terminal yields, expected vacancy
rates and rental growth rates which are estimated by the external surveyors or management based on comparable transactions and industry data.
13. RIGHT-OF-USE ASSETS
The Group has lease contracts for various items of property, motor vehicles and other equipment used in its operations. Leases of property generally
have lease terms between 3 and 12 years, while motor vehicles and other equipment generally have lease terms between one and four years.
The Group also has certain leases of vehicles with lease terms of 12 months or less and leases of equipment with low value. The Group applies the
‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
The maturity analysis of future lease payments is provided in note 19.
Information about the Group’s right-of-use assets is outlined below:

| Land and | Motor | Other |
| buildings | vehicles | equipment | Total
| £m | £m | £m | £m
Additions | 5.9 | — | 0.6 | 6.5
Depreciation charge in the year | (2.3) | (0.3) | (0.2) | (2.8)
Net book value at 31 May 2025 | 12.6 | 0.1 | 0.9 | 13.6

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14. NET INVESTMENT IN JOINT VENTURE
Joint ventures are contractual arrangements over which the Group exercises joint control with partners and where the parties have rights to the net
assets of the arrangement, irrespective of the Group’s shareholding in the entity.
The Group’s joint venture relates to a 50% interest in PZ Wilmar Limited, a manufacturing business based in Nigeria. In the Group’s Consolidated
Financial Statements, the interest in PZ Wilmar Limited is accounted for using the equity method.
The movement in the year in the carrying value of the net investment in the joint venture is set out below:

|  | PZ Wilmar Limited |
| Long-term | Equity method |
| loans | accounting | Total
| £m | £m | £m
At 1 June 2023 | 40.3 | 11.7 | 52.0
Share of results of joint venture | — | 7.3 | 7.3
Loan repayments | (8.7) | — | (8.7)
De-designation of permanent as equity loans | (30.6) | — | (30.6)
Exchange differences | (1.0) | (19.0) | (20.0)
At 31 May 2024 | — | — | —
Share of results of joint venture | — | 5.6 | 5.6
Exchange differences | — | (1.0) | (1.0)
Reclassification to assets held for sale | — | (4.6) | (4.6)
At 31 May 2025 | — | — | —

The long-term loans are denominated in US Dollars, interest-free and repayable in part or in full on demand. On 31 May 2025, the Group’s investment
in the PZ Wilmar Limited joint venture was reclassified to assets held for sale (note 15). During the prior year, the long-term loans were de-designated
from permanent as equity (notes 1 and 3). Exchange differences on the long-term loans were recorded within other comprehensive income when the
loans were determined to be permanent as equity. From the date of de-designation, the exchange differences were recorded in the Consolidated
Income Statement.
Set out below is the summarised financial information for PZ Wilmar Limited:

| 2025 | 2024
| £m | £m
Assets |  |
Non-current assets | 25.7 | 25.8
Current assets |  |
Cash and cash equivalents | 4.5 | 14.5
Other current assets | 51.2 | 35.7
| 55.7 | 50.2
Total assets | 81.4 | 76.0
Liabilities |  |
Non-current liabilities | (47.7) | (54.1)
Current liabilities | (24.4) | (22.9)
Total liabilities | (72.1) | (77.0)
Net assets/(liabilities) | 9.3 | (1.0)

In the year ended 31 May 2024, the Group’s share of losses in the joint venture exceeded its interests in the joint venture and accordingly, the Group
did not recognise further losses in that year.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
14. NET INVESTMENT IN JOINT VENTURE CONTINUED

| 2025 | 2024
| £m | £m
Revenue | 189.6 | 202.6
Profit before taxation | 15.8 | 21.5
Profit after taxation | 11.1 | 14.6
Proportion of Group's ownership interest in the joint venture | 50% | 50%
Share of results of joint venture | 5.6 | 7.3

The loans issued to PZ Wilmar Limited have been assessed for impairment in accordance with IFRS 9 Financial Instruments and management has
concluded that no impairment of these loans is required.
15. ASSETS HELD FOR SALE
Assets held for sale of £9.4 million as at 31 May 2025 (2024: £4.7 million) were measured at book value and related to land and buildings which
are being disposed of as part of the ongoing supply chain simplification and transformation programme (£4.8 million), and an investment in a joint
venture (£4.6 million). The sale agreement for the Group’s 50% stake in the PZ Wilmar joint venture was signed after year-end and completion,
which remains conditional on relevant approvals, is expected to take place in the last quarter of calendar 2025. See note 14 for further details on the
investment in the joint venture. Assets held for sale are expected to be sold within 12 months.
16. INVENTORIES

| 2025 | 2024
| £m | £m
Raw materials and consumables | 11.9 | 11.5
Work in progress | 4.7 | 3.4
Finished goods and goods for resale | 53.4 | 53.6
| 70.0 | 68.5

During the year, the cost of inventories recognised as an expense, and included in cost of sales, amounted to £289.5 million (2024: £287.9 million)
which included £3.0 million (2024: £5.7 million) for the write-down to net realisable value for slow-moving and obsolete inventories. Inventories are
stated after provision to write-down to net realisable value of £3.2 million (2024: £4.9 million).
17. TRADE AND OTHER RECEIVABLES

| 2025 | 2024
| £m | £m
Trade receivables | 76.7 | 77.5
Less: loss allowance | (1.9) | (2.6)
Net trade receivables | 74.8 | 74.9
Lease receivables | 1.2 | 1.3
Amounts owed by joint venture | 27.1 | 31.7
Other receivables | 12.6 | 14.9
Prepayments | 5.6 | 8.3
| 121.3 | 131.1
Classified within: |  |
Current assets | 119.2 | 99.0
Non-current assets | 2.1 | 32.1
| 121.3 | 131.1

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The Directors consider the carrying amount of trade and other receivables approximates to their fair value due to their short-term nature.
During the year ended 31 May 2024, long-term loans of £30.6 million were de-designated from permanent as equity (note 14). From the date of
de-designation, the exchange differences were recorded in the Consolidated Income Statement. The long-term loans are denominated in US Dollars,
interest-free and repayable in part or in full on demand. At the year ended 31 May 2025, the loans of £26.4 million became short-term loans following
the sale agreement being reached for the PZ Wilmar joint venture.
Lease receivables on an undiscounted basis comprise £0.2 million receivable in less than one year, £0.2 million receivable in one to two years,
£0.7 million receivable in two to five years and £1.0 million receivable in more than five years. The impact of discounting is £0.9 million.
Movement in the trade receivables loss allowance was:

| 2025 | 2024
| £m | £m
At 1 June | (2.6) | (4.4)
Increase in loss allowance | (0.8) | (1.9)
Allowance used during the year | 0.1 | 0.6
Allowance released during the year | 1.4 | 2.0
Exchange differences | — | 1.1
At 31 May | (1.9) | (2.6)

See note 19 for an analysis of the ageing and credit risk profile of trade receivables.
Net trade receivables are denominated in the following currencies:

| 2025 | 2024
| £m | £m
Pound Sterling | 29.0 | 27.0
US Dollar | 11.7 | 11.6
Nigerian Naira | 3.5 | 4.7
Australian Dollar | 12.5 | 12.1
Indonesian Rupiah | 12.8 | 14.6
Other currencies | 5.3 | 4.9
| 74.8 | 74.9

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
18. CASH AND CASH EQUIVALENTS AND NET DEBT
Cash and cash equivalents include cash at bank and in hand, short-term deposits and other highly liquid investments with original maturities of three
months or less which are readily convertible into known amounts of cash with insignificant risk of changes in value.
Borrowings comprise bank overdrafts, short-term uncommitted loans and amounts drawn under the Group’s committed credit facility. Bank
overdrafts are repayable on demand and form a part of the Group’s cash management activities. Further details on the Group’s committed credit
facility are provided in note 19.
The Group defines net debt as cash and cash equivalents net of borrowings, and net debt including lease liabilities as cash and cash equivalents net of
borrowings and lease liabilities.
Group net debt comprises the following:

|  |  | Foreign |  |
|  |  | exchange |  |
| 1 June 2024 | Net cash flow | movements | Other 1 | 31 May 2025
| £m | £m | £m | £m | £m
Cash at bank and in hand | 49.4 | (9.7) | (1.6) | — | 38.1
Short-term deposits | 1.9 | 5.2 | (0.1) | — | 7.0
Cash and cash equivalents 2 | 51.3 | (4.5) | (1.7) | — | 45.1
Current borrowings | (6.3) | 6.2 | 0.1 | (54.7) | (54.7)
Non-current borrowings | (160.3) | 3.5 | — | 54.4 | (102.4)
Net debt | (115.3) | 5.2 | (1.6) | (0.3) | (112.0)
Lease liabilities | (12.1) | 3.3 | 0.2 | (6.3) | (14.9)
Net debt including lease liabilities | (127.4) | 8.5 | (1.4) | (6.6) | (126.9)

|  |  | Foreign |  |
|  |  | exchange |  |
| 1 June 2023 | Net cash flow | movements | Other 1 | 31 May 2024
| £m | £m | £m | £m | £m
Cash at bank and in hand | 127.4 | (22.7) | (55.3) | — | 49.4
Short-term deposits | 129.0 | (61.7) | (65.4) | — | 1.9
Cash and cash equivalents 2 | 256.4 | (84.4) | (120.7) | — | 51.3
Current asset investment | 0.5 | (0.5) | — | — | —
Current borrowings | — | (6.4) | 0.1 | — | (6.3)
Non-current borrowings | (251.2) | 91.0 | — | (0.1) | (160.3)
Net cash/(debt) | 5.7 | (0.3) | (120.6) | (0.1) | (115.3)
Lease liabilities | (13.0) | 2.9 | 0.2 | (2.2) | (12.1)
Net debt including lease liabilities | (7.3) | 2.6 | (120.4) | (2.3) | (127.4)

1 Other includes a current to non-current borrowings reclassification, lease additions, the increase in the lease liability arising from the unwinding of interest element and the movement in the
unamortised fees on borrowings.
2 At 31 May 2025, the Group had restricted cash of £1.3 million (2024: £0.7 million). At 31 May 2025, £20.2 million (2024: £20.0 million) of the cash and cash equivalents were held by the Group’s
Nigerian subsidiaries.
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19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Financial instruments
The carrying amounts of each class of financial instruments were:
Financial assets

| 2025 | 2024
| £m | £m
Derivatives designated as hedging instruments |  |
Forward foreign exchange contracts | 0.3 | —
Derivatives not designated as hedging instruments |  |
Forward foreign exchange contracts | 0.1 | —
Financial assets at amortised cost |  |
Cash and cash equivalents | 45.1 | 51.3
Net trade and other receivables | 87.4 | 89.8
Lease receivables | 1.2 | 1.3
Trade receivables owed by joint venture | 0.7 | 1.1
Loan receivables owed by joint venture | 26.4 | 30.6
| 161.2 | 174.1
Classified within: |  |
Current assets | 159.1 | 142.0
Non-current assets | 2.1 | 32.1
| 161.2 | 174.1

Financial liabilities

| 2025 | 2024
| £m | £m
Current interest-bearing borrowings at amortised cost |  |
Borrowings | 54.7 | 6.3
Non-current interest-bearing borrowings at amortised cost |  |
Borrowings | 102.4 | 160.3
Derivatives designated as hedging instruments |  |
Forward foreign exchange contracts | 0.2 | 0.3
Derivatives not designated as hedging instruments |  |
Forward foreign exchange contracts | 0.2 | 0.2
Other financial liabilities at fair value through profit or loss |  |
Other payables 1 | — | 4.5
Other financial liabilities at amortised cost |  |
Trade and other payables 2 | 149.3 | 151.9
Lease liabilities | 14.9 | 12.1
| 321.7 | 335.6
Classified within: |  |
Current liabilities | 206.1 | 163.0
Non-current liabilities | 115.6 | 172.6
| 321.7 | 335.6

1 Relates to deferred consideration on the acquisition of Childs Farm (note 20).
2 Excludes other taxation and social security .
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Borrowings are amounts drawn under both committed and uncommitted borrowing facilities. The Group has a £325.0 million committed credit
facility which is available for general corporate purposes. The credit facility incorporates both a term loan, of up to £125.0 million, with the balance
as a revolving credit facility (RCF) structure. Entered into in November 2022, the term loan is a two-year facility and the RCF a four-year facility, with
both facilities retaining two, one-year extension options. The first option for both RCF and term loan was executed in October 2023 and the second
term loan extension was executed in March 2025 reducing to £70 million from 8 November 2026. Drawings under the term loan are permitted in GBP,
and under the RCF in GBP, Euros or USD, at interest rates at a margin of 1.30–2.10% above SONIA, EURIBOR or SOFR, dependent on leverage and the
attainment of specified sustainability performance targets.
Non-current borrowings as at 31 May 2025 are presented net of £0.1 million (2024: £0.7 million) of unamortised financing fees. As at 31 May 2025,
this facility was £157.5 million drawn (2024: £161.0 million).
Borrowings as at 31 May 2025, which are presented net of £0.4 million (2024: £0.7 million) of unamortised financing fees, comprise £125.0 million
(2024: £125.0 million) of term loans which are denominated in GBP at an interest rate of 6.18% (2024: 6.81%), and £32.5 million (2024: £36.0 million)
of borrowings under the RCF which are denominated in GBP at interest rates at between 6.04–6.10% (2024: 6.78–6.79%).
In addition, the Group retains other unsecured and uncommitted facilities that are primarily used for trade-related activities in Nigeria where ordinary
trading activities are required to be supported by letters of credit (or similar). As at 31 May 2025, these amounted to £122.1 million (2024: £161.6
million) of which £33.7 million, or 28% were used (2024: £40.3 million or 25%). The utilisation amount has decreased during the reporting period as
a result of the improvement in access to foreign currency which in turn has facilitated the settlement of USD liabilities. As at the reporting date, there
were no bank overdrafts (2024: £nil).
Changes in liabilities arising from financing activities were as follows:

|  |  | Foreign |  |
|  |  | exchange |  |
| 1 June 2024 | Net cash flow | movements | Other | 31 May 2025
| £m | £m | £m | £m | £m
Non-current borrowings 1 | (160.3) | 3.5 | — | 54.4 | (102.4)
Current borrowings 1 | (6.3) | 6.2 | 0.1 | (54.7) | (54.7)
Lease liabilities | (12.1) | 3.3 | 0.2 | (6.3) | (14.9)

|  |  | Foreign |  |
|  |  | exchange |  |
| 1 June 2023 | Net cash flow | movements | Other | 31 May 2024
| £m | £m | £m | £m | £m
Non-current borrowings 1 | (251.2) | 91.0 | — | (0.1) | (160.3)
Current borrowings 2 | — | (6.4) | 0.1 | — | (6.3)
Lease liabilities | (13.0) | 2.9 | 0.2 | (2.2) | (12.1)

1 Relates to committed banking facilities.
2 Relates to uncommitted short-term facilities.
(b) Risk management
The Group’s activities expose it to a variety of financial risks, including market risk (arising from movements in foreign currency exchange rates,
commodity prices and interest rates), credit risk and liquidity risk.
Overall risk management is led by senior management and executed according to Group policy with the intention to minimise adverse impacts on the
Group’s financial performance through the execution of agreed risk management strategies. Management of these risks, along with the day-to-day
management of treasury activities, is performed by the Group Treasury function as defined within the Board-approved policy framework.
Where appropriate, the Group uses derivative financial instruments to hedge certain risk exposures. The use of financial derivatives and the
management of all financial risks is governed by the Group Treasury policy as approved by the Board of Directors. The Group does not enter into
any financial derivative contracts for trading or speculative purposes. All hedging activity is carried out by the Group Treasury function who hedge
financial risks according to forecasts provided by the Group’s subsidiary undertakings.
The Group also enters into contracts with suppliers for its principal raw material requirements and associated input costs. Commodity and associated
input and manufacturing costs such as energy are part of the Group’s normal purchasing activities.
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A. Market risk
The Group’s principal market risks are in relation to foreign currency exchange rates, the prices of certain commodities and interest rates. In managing
market risks, the Group aims to minimise the impact of short-term fluctuations on the Group’s financial performance. However, over the longer term,
permanent changes in market rates will have an impact on consolidated results.
(i) Foreign currency risk
Foreign currency risk is the risk that the carrying value of Group assets, liabilities or future cash flows will fluctuate due to changes in foreign currency
exchange rates. The Group is exposed to foreign currency exchange translation and transaction risks as follows:
• Foreign currency exchange translation risks arise due to the translation of monetary assets and liabilities denominated in currencies other than
the functional currency of the subsidiary into functional currency, with the foreign exchange gain/(loss) recorded in the income statement. Further
translation differences arise on the translation of net assets of its non-GBP functional currency subsidiary undertakings into GBP being the Group’s
presentation currency, with the foreign exchange gain/(loss) recorded in other comprehensive income.
• Foreign currency exchange transaction risk occurs due to changes in the value of cash flows in a currency other than the functional currency of the
subsidiary undertaking.
The most significant foreign exchange transaction risk exposures for the Group are the purchase of inventories (predominantly raw materials) and
services denominated in USD and Euros. Group policy is to reduce this risk where possible, mainly in relation to its GBP and AUD functional currency
subsidiaries, by using forward foreign exchange derivative contracts as hedging instruments that are typically designated as cash flow hedges. In these
cases, the Group negotiates the terms of the derivative to match the critical terms of the hedged item normally including covering the period from
initial forecasting of the hedged item purchase commitment to the point of settlement. There remains no effective and functioning market to hedge
USD liabilities in Nigeria.
Hedge accounting is typically applied to remove any timing mismatch between the hedging instrument and hedged item, with the effective portion
of the change in fair value of the hedging instrument initially accounted for in the hedging reserve through other comprehensive income. If the firm
commitment or forecast transaction that is the subject of a cash flow hedge results in the recognition of a non-financial asset or liability, then, at the
time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in other comprehensive
income and accumulated in the hedging reserve are removed directly from equity and included in the initial measurement of the asset or liability. If
the hedged item is transaction-related the foreign currency ‘basis spread’ is reclassified to profit or loss when the hedged item affects profit or loss.
Those reclassified amounts are recognised in the Consolidated Income Statement in the same line as the hedged item.
Hedge ineffectiveness may arise from items including changes in forecast transactions, misalignment in critical terms, or if credit dominates the
relationship between hedged item and hedging instrument. Where there is ineffectiveness and hedge accounting criteria are not met, the change in
the fair value of the derivative is accounted for through profit or loss. There was no ineffectiveness during the reporting period in relation to the use
of forward foreign exchange contracts.
The notional amounts of forward foreign exchange contracts outstanding as at the reporting date, along with the weighted average hedge rates of
these contracts and average spot rates for the reporting period, are as follows:

|  | Notional |  |  |  | Fair value |
|  |  | Weighted |  |  |  |
| Local currency |  | average hedge | GBP equivalent | Average spot | Asset | Liability
2025 | million | Currency pair | rate | £m | rate | £m | £m
Sell USD | (13.8) | GBP:USD | 1.35 | 10.2 | 1.29 | — | —
Buy EUR | 6.4 | GBP:EUR | 1.18 | (5.4) | 1.19 | 0.1 | (0.1)
Sell AUD | (8.7) | GBP:AUD | 2.05 | 4.2 | 1.99 | 0.1 | —
Buy USD | 24.1 | AUD:USD | 0.64 | (17.8) | 0.65 | 0.2 | (0.2)
Buy IDR | 207,317.0 | GBP:IDR | 21,647 | (9.6) | 20,742 | — | (0.1)
|  |  |  |  |  | 0.4 | (0.4)

|  | Notional |  |  |  | Fair value |
|  |  | Weighted |  |  |  |
| Currency |  | average hedge | GBP equivalent | Average spot | Asset | Liability
2024 | million | Currency pair | rate | £m | rate | £m | £m
Sell USD | (6.9) | GBP:USD | 1.27 | 5.4 | 1.27 | — | —
Buy EUR | 7.7 | GBP:EUR | 1.16 | (6.6) | 1.16 | — | (0.1)
Sell AUD | (4.2) | GBP:AUD | 1.92 | 2.2 | 1.92 | — | —
Buy USD | 23.1 | AUD:USD | 0.66 | (18.3) | 0.66 | — | (0.2)
Buy IDR | 134,365.4 | GBP:IDR | 20,103 | (6.7) | 19,550 | — | (0.2)
|  |  |  |  |  | — | (0.5)

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
As at 31 May 2025, the aggregate net amount of fair value movements of forward foreign exchange contracts currently deferred in the cash flow
hedging reserve was a loss of £0.2 million (2024: £0.4 million). It is anticipated that the purchases of the hedged items that these forward exchange
contracts were entered into for, will take place during the next financial year and these will be sold within 12 months of purchase.
The movement in the hedging reserve during the year was as follows:

| 2025 | 2024
| £m | £m
At 1 June | (0.4) | 0.2
Fair value gains/(losses), net of taxation | 0.2 | (0.6)
At 31 May | (0.2) | (0.4)

The aggregate amount under forward foreign exchange contracts taken directly to profit or loss was a gain of £0.8 million (2024: £0.9 million gain).
The majority of the Group’s monetary assets and liabilities are denominated in the functional currency of the relevant subsidiary. The following
sensitivity analysis illustrates the impact of a 10.0% strengthening of the Group’s transactional currencies against local functional currencies, with all
other variables held constant.
The impact on the Group’s (loss)/profit before taxation is due to foreign exchange (losses)/gains arising on the revaluation of monetary assets and
liabilities denominated in a currency other than the functional currency of the subsidiary. The aggregate net foreign exchange losses recognised in
profit or loss were £7.8 million (2024: £124.6 million) and are primarily as a result of the devaluation of the Nigerian Naira and the revaluation of
foreign currency (USD) liabilities.
The impact on the Group’s other comprehensive income is due to changes in the fair value of forward exchange contracts designated as cash flow
hedges and the permanent as equity loans to a joint venture and with fellow subsidiary undertakings prior to their de-designation in the current year
(notes 1, 3 and 14).
The Group’s exposure to foreign currency changes for all other currencies is not material. A similar but opposite impact would be felt on both profit or
loss and other comprehensive income if the Group’s main transactional currencies weakened against local functional currencies by a similar amount:

| 2025 |  | 2024 |
| Impact | Impact on | Impact on | Impact on
| on profit | pre-tax | loss before | pre-tax
£m | before tax | equity | tax | equity
US Dollar | (1.4) | 1.5 | 2.5 | 1.6
Nigerian Naira | 3.8 | — | 0.6 | —
Chinese Renminbi | — | — | (0.2) | —

The table above shows the foreign currency risk in relation to non-functional currency financial instruments in subsidiaries’ financial statements at
the balance sheet date. The inclusion of Chinese Renminbi is a reflection that historically the Group’s Nigeria subsidiaries held Renminbi liabilities in
relation to the purchase of electrical goods and raw materials from China.
In addition, the Group is also exposed to foreign currency risk on the translation of overseas subsidiaries’ results into GBP for the Consolidated
Financial Statements through the use of the average rate for the income statement and the closing rate for net assets. The impact on the Group’s
profit before tax and total equity if the applicable rate used to translate the results of the Group’s principal foreign operations into GBP were adjusted
to show a 10.0% strengthening of Sterling is shown below. A similar but opposite impact would be felt if Sterling weakened against the other
currencies by a similar percentage.

|  | 2025 |  |  | 2024 |
| Impact on | Impact on | Impact on | Impact on | Impact on | Impact on
| adjusted | operating | total | adjusted | operating | total
£m | operating profit | profit | equity | operating profit | loss | equity
Nigerian Naira | (1.7) | (1.4) | (5.6) | (2.4) | 4.7 | (5.1)
Indonesian Rupiah | (1.0) | (1.0) | (0.5) | (1.1) | (1.1) | (0.6)
Australian Dollar | (1.3) | (1.2) | (0.8) | (1.2) | (1.2) | (2.7)
Other | (0.6) | (0.6) | (2.2) | (0.6) | (0.3) | (2.3)

In the table above, the most significant balance sheet item impacting total equity for the Nigerian Naira is the cash and cash equivalents held by the
Nigerian subsidiaries (note 18).
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(ii) Commodity pricing risk
Commodity risk is the risk that changes in underlying raw material prices have an adverse impact on the Group’s financial performance.
The Group’s policy is to minimise the pricing volatility accompanied by unfavourable changes in commodity prices by entering into fixed price supplier
contracts in line with its commercial strategy.
The Group does not enter into any commodity derivatives.
(iii) Interest rate risk
Interest rate risk is the risk that a change in interest rates will have an adverse impact on the Group’s financial performance.
The Group’s main interest rate risk arises from cash and cash equivalents and borrowings.
To manage interest rate risk, the Group manages its proportion of fixed to floating rate borrowings within limits approved by the Board, primarily
through issuing fixed and floating rate borrowings, and by utilising interest rate swaps, where appropriate.
The following table sets out the sensitivity to reasonably possible changes in the Nigerian interest rates on cash and cash equivalents held by the
Group’s Nigerian operations, and reasonably possible changes in SONIA (Sterling Overnight Index Average) interest rates on that portion of loans and
borrowings at 31 May 2025 (see note 18). With all other variables held constant, the Group’s profit before taxation is affected as follows:

|  |  | Effect on profit/(loss) before tax
| Increase/decrease | 2025 | 2024
| in basis points | £m | £m
Nigerian Naira rates | +50 | 0.1 | 0.1
| -50 | (0.1) | (0.1)

|  |  | Effect on profit/(loss) before tax
| Increase/decrease | 2025 | 2024
| in basis points | £m | £m
GBP rates | +50 | (0.8) | (0.8)
| -50 | 0.8 | 0.8

B. Credit risk
The Group is exposed to counterparty credit risk from its financing and investing activities with banks and financial institutions, including cash
deposits, the use of derivatives and other financial instruments, from its operating activities (primarily trade receivables) and its loans to its joint
venture (note 14). The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets.
Financing and investing activities
The Group maintains a policy on financial counterparty credit risk exposures that limits the maximum exposure on the investment of surplus cash
and use of derivative instruments with reference to a minimum credit rating as maintained by Standard & Poor’s (S&P), Moody’s or Fitch, with
further limits established for levels of exposure at various ratings levels. The level of exposure and the credit worthiness of the Group’s banking
counterparties are regularly reviewed to ensure compliance with this policy. Cash held with lower rated banks reflects the impact of perceived
sovereign ceilings operating within those countries.
Cash and cash equivalents and net financial derivatives by counterparty credit rating at the end of the reporting period is as follows (ratings per S&P
unless unavailable, in which case the Fitch rating is used):

| 2025 |  | 2024 |
| Cash and cash | Financial | Cash and cash | Financial
| equivalents | derivatives | equivalents | derivatives
| £m | £m | £m | £m
AA- | 4.1 | 0.2 | 6.8 | —
A+ to A- | 19.6 | 0.2 | 20.8 | —
BBB+ to BBB- | 0.4 | — | 0.9 | —
BB+ to BB- | — | — | 2.6 | —
B+ to B- | 20.8 | — | 20.2 | —
not rated | 0.2 | — | — | —
| 45.1 | 0.4 | 51.3 | —

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
All financial derivative contracts are held in financial institutions with credit ratings of at least A-.
The amounts classified B+ to B- counterparty credit rating relate to cash and cash equivalents held predominantly in Nigeria where the sovereign
credit rating is B- thereby limiting the rating of banks incorporated within the country.
There are no significant concentrations of credit risk within the Group arising from the use of derivatives or other financial instruments.
Trade receivables
The Group trades only with creditworthy third parties. Under the Group policy, customers are subject to credit verification procedures to establish
appropriate credit terms and trade receivable balances are monitored on an ongoing basis.
An allowance for loss is estimated by management based on the expected credit loss model approach. The creation and release of provisions for
receivables is charged/credited to administrative expenses in the Consolidated Income Statement. Receivables are written off when all possible routes
through which amounts can be recovered have been exhausted.
Trade receivables consist of a broad cross-section of the international customer base for which there is no significant history of default. The credit
risk of customers is assessed taking into account the local market environment, customers’ financial positions, past experiences and other relevant
factors. Individual customer credit limits are imposed based on these factors, and payment terms are generally 30-45 days, with a range from 7 to 120
days which reflects the differing nature of trading in the Group’s geographical segments.
No other receivables are deemed to be impaired.
The ageing and credit risk profile of trade receivables based on the Group’s provision matrix at the end of the reporting period was:

| Expected credit | Gross trade | Lifetime expected | Net trade
| loss rate | receivables | credit loss | receivables
At 31 May 2025 | % | £m | £m | £m
Not past due | 0.0% | 65.2 | — | 65.2
Past due 0-30 days | 1.4% | 7.0 | (0.1) | 6.9
Past due 31-60 days | 12.5% | 0.8 | (0.1) | 0.7
Past due 61-90 days | 9.1% | 1.1 | (0.1) | 1.0
Past due 91-180 days | 11.1% | 0.9 | (0.1) | 0.8
Past due >180 days | 88.2% | 1.7 | (1.5) | 0.2
|  | 76.7 | (1.9) | 74.8
Specific provision |  |  |  | —
Net trade receivables |  |  |  | 74.8

| Expected credit | Gross trade | Lifetime expected | Net trade
| loss rate | receivables | credit loss | receivables
At 31 May 2024 | % | £m | £m | £m
Not past due | 0.1% | 67.4 | (0.1) | 67.3
Past due 0-30 days | 3.6% | 5.5 | (0.2) | 5.3
Past due 31-60 days | 9.1% | 1.1 | (0.1) | 1.0
Past due 61-90 days | 30.0% | 1.0 | (0.3) | 0.7
Past due 91-180 days | 33.3% | 0.9 | (0.3) | 0.6
Past due >180 days | 100.0% | 1.6 | (1.6) | —
|  | 77.5 | (2.6) | 74.9
Specific provision |  |  |  | —
Net trade receivables |  |  |  | 74.9

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C. Liquidity risk
The Group is exposed to the risk that it is unable to meet its financial commitments as they fall due. Under the terms of the £325.0 million committed
credit facility, the Group must meet certain financial covenants. The covenants are described in the capital risk management section below.
The Group manages liquidity risk through the Group Treasury function, with cash flow forecasts prepared and reviewed on a monthly basis. In
addition, longer-term cash flow forecasts of up to 12 months are prepared as part of the Group’s monthly forecasting and periodic budget cycles, with
performance against free cash flow and net working capital targets monitored each month and providing longer-term cash flow and net debt visibility.
The Group’s net debt level can vary from month to month depending on seasonal trading patterns including the holding of inventory, timing of
receipts from customers and payments to suppliers, and the timing of any capital and restructuring projects.
Set out below is the maturity profile of the Group’s financial liabilities which is based on the contractual undiscounted cash flows prepared using
forward interest rates where applicable, showing items at the earliest date on which the liability could be required to be paid (for borrowings under
committed facilities, the maturity is based on the maturity of the facility). The table includes both interest and principal cash flows. To the extent that
interest flows based on floating rate, the undiscounted amount is derived from interest rates at the reporting date. Derivatives are presented on a
notional basis in GBP.

| <3 months | 3-12 months | 1-2 years | 2-5 years | >5 years | Total
At 31 May 2025 | £m | £m | £m | £m | £m | £m
Trade and other payables | (143.3) | (11.8) | (0.6) | — | — | (155.7)
Forward foreign exchange contracts | (33.2) | (23.6) | — | — | — | (56.8)
Borrowings | — | (54.7) | (69.9) | (32.5) | — | (157.1)
Lease liabilities | (0.7) | (2.1) | (2.7) | (6.9) | (4.0) | (16.4)

| <3 months | 3-12 months | 1-2 years | 2-5 years | >5 years | Total
At 31 May 2024 | £m | £m | £m | £m | £m | £m
Trade and other payables | (158.7) | — | (2.6) | — | — | (161.3)
Forward foreign exchange contracts | (31.5) | (24.1) | — | — | — | (55.6)
Borrowings | (8.7) | — | (125.0) | (36.0) | — | (169.7)
Lease liabilities | (0.8) | (2.0) | (1.6) | (4.4) | (5.1) | (13.9)

The forward foreign exchange contracts disclosed in the tables above are the gross undiscounted cash outflows. Those amounts may be settled gross
or net. The following table shows the corresponding reconciliation of those amounts to their carrying values:

| <3 months | 3-12 months | 1-2 years | 2-5 years | >5 years | Total
At 31 May 2025 | £m | £m | £m | £m | £m | £m
Inflows | 33.4 | 23.4 | — | — | — | 56.8
Outflows | (33.2) | (23.6) | — | — | — | (56.8)
Net | 0.2 | (0.2) | — | — | — | —
Carrying amounts: |  |  |  |  |  |
Asset | 0.3 | 0.1 | — | — | — | 0.4
Liability | (0.1) | (0.3) | — | — | — | (0.4)
| 0.2 | (0.2) | — | — | — | —

| <3 months | 3-12 months | 1-2 years | 2-5 years | >5 years | Total
At 31 May 2024 | £m | £m | £m | £m | £m | £m
Inflows | 31.4 | 23.7 | — | — | — | 55.1
Outflows | (31.5) | (24.1) | — | — | — | (55.6)
Net | (0.1) | (0.4) | — | — | — | (0.5)
Carrying amounts: |  |  |  |  |  |
Asset | — | — | — | — | — | —
Liability | (0.1) | (0.4) | — | — | — | (0.5)
| (0.1) | (0.4) | — | — | — | (0.5)

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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Capital risk management
The objective of the Group when considering total capital is to protect the value of capital investments and to generate returns on shareholder funds.
Total capital is defined as including bank borrowings and equity, including, when applicable, derivatives used for the purposes of hedging currency and
interest exposure on the borrowings, but excluding the cash flow hedging reserve.
In support of its objectives, the Group may undertake actions to adjust its capital structure. Actions may include, but are not limited to, raising
or prepaying of borrowings together with related derivative instruments, issuance of additional share capital, payment of dividends or share
repurchase programmes.
The Group’s £325.0 million credit facility is subject to financial covenants. The principal covenants on the facility are a leverage ratio of ≤3.0x and
interest cover of ≥4.0x which are measured on a rolling 12-month basis at half-year and year-end. The Group considers net debt to be an important
performance measure as it forms the basis of the leverage ratio (defined as Total Net Debt to EBITDA) in the facility agreement. As at 31 May 2025,
the Group’s net debt including lease liabilities was £126.9 million (2024: £127.4 million), net of £45.1 million (2024: £51.3 million) cash and
cash equivalents as described in note 18. Interest cover is defined in the facility agreements as the ratio of Adjusted EBITDA to net finance
(expense)/income.
The committed credit facility also includes other customary provisions relating to events of default, including non-payment of principal, interest or
fees, misrepresentations, breach of covenants, creditor process, cross-default to other indebtedness of the borrowers and its subsidiaries.
During the year, and as at the reporting date, the Group was in compliance with all financial and other covenants.
Fair values
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. In determining fair value, the Group uses various methods including market, income and cost approaches. Based on these
approaches, the Group uses certain assumptions that market participations would use in pricing the asset or liability, including assumptions about
risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, market corroborated, or generally
unobservable inputs. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.
Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following categories:
• Level 1: Derived from quoted prices in active markets for identical assets or liabilities.
• Level 2: Derived from observable inputs other than Level 1, including quoted prices for similar assets or liabilities, quoted prices in less active
markets, or other observable inputs that can be corroborated by observable market data.
• Level 3: Derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable
inputs). This may include pricing models, discounted cash flow or similar methodologies as well as instruments for which the determination of fair
value requires significant management judgement or estimation.
There were no transfers between Level 1, 2 and 3 during the current or prior year.
At the end of the reporting period, the Group held the following financial assets and liabilities at fair value:

| Level 1 | Level 2 | Level 3 | Total
At 31 May 2025 | £m | £m | £m | £m
Assets held at fair value |  |  |  |
Derivative financial assets | — | 0.4 | — | 0.4
Liabilities held at fair value |  |  |  |
Derivative financial liabilities | — | 0.4 | — | 0.4
Other payables | — | — | — | —

| Level 1 | Level 2 | Level 3 | Total
At 31 May 2024 | £m | £m | £m | £m
Assets held at fair value |  |  |  |
Derivative financial assets | — | — | — | —
Liabilities held at fair value |  |  |  |
Derivative financial liabilities | — | 0.5 | — | 0.5
Other payables | — | — | 4.5 | 4.5

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The following is a description of the valuation methodologies and assumptions used for estimating the fair values:
• Derivative financial instruments – Derivative financial instruments comprise forward foreign exchange contracts. Fair value is calculated using
observable market data where it is available, including spot rates and observable forward points, as discounted to reflect the time value of money.
Counterparty credit is monitored. No adjustment to the fair value for credit risk is made due to materiality.
• Other payables – Other payables held at fair value at 31 May 2024 relate to deferred purchase consideration on the acquisition of Childs Farm (note
20), which was estimated by applying an appropriate discount rate to the expected future payments. The key assumptions take into consideration
the probability of meeting each performance target and the discount factor. Should the target not be met, no consideration would be payable, and
should the discount rate applied be changed, the fair value of the deferred purchase consideration would change, but the amount of consideration
that would ultimately be paid would not necessarily change.
For the financial assets and liabilities not held at fair value, there was no material difference between their carrying values and their fair values, except
for non-current borrowings which are presented net of unamortised issuance costs of £0.8 million (2024: £0.7 million).
20. TRADE AND OTHER PAYABLES

| 2025 | 2024
| £m | £m
Current |  |
Trade payables | 72.5 | 66.8
Trade obligations with banks | — | 12.8
Other taxation and social security | 6.4 | 4.9
Other payables | 4.9 | 5.6
Accruals | 71.3 | 68.6
| 155.1 | 158.7
Non-current |  |
Other payables | 0.6 | 2.6
| 0.6 | 2.6

Refer to note 19 for further information on financial instruments classified by category/fair value hierarchy level and management of liquidity risk.
The Group maintains arrangements under which vendors are offered the option to receive earlier payment of the Group’s trade payables. Vendors
utilising the arrangements pay a credit fee to the issuing bank. The Group does not pay any credit fees and does not provide any additional collateral
or guarantee to the bank. Current trade payables include £6.9 million (2024: £5.3 million) under such arrangements.
Trade obligations with banks relate to common practice in Nigeria whereby the bank undertakes to settle certain trade creditors on the Group’s
behalf and receives subsequent settlement from the Group trading entities. The Group does not benefit from payment terms with the bank that are
extended beyond those contractually agreed with the supplier, and neither does the supplier benefit from early payment terms. Accordingly, such
liabilities continue to be recognised within trade payables and cash flows are presented as operating.
Deferred consideration for the acquisition of Childs Farm in 2022 was settled with final payment made in the year ended 31 May 2025. In the year
ended 31 May 2024, the deferred consideration was included within other payables, of which £2.0 million was classified as current and £2.5 million
was non-current. The liability was re-measured and settled during the year and a £0.3 million increase (2024: £1.4 million reduction) was recognised
in finance expense.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
21. DEFERRED TAX
Deferred tax is provided under the balance sheet liability method using the applicable jurisdiction tax rate at which the balances are expected to
unwind. Movements in deferred tax assets and liabilities during the year were:

|  |  | Revaluation |  |  |  |  |  |
| Property, | Retirement | of property, |  |  |  |  |  |
| plant and | benefit | plant and | Unremitted | Business | Accruals and |  | Other timing |
| equipment | obligations | equipment | earnings | combinations | provisions | Tax losses | differences | Total
| £m | £m | £m | £m | £m | £m | £m | £m | £m
At 1 June 2023 | (9.9) | (6.6) | (4.8) | (1.8) | (45.2) | 3.8 | 3.6 | (8.5) | (69.4)
(Charge)/Credit to income | (2.0) | 0.2 | 4.8 | 1.8 | 6.1 | (1.0) | 29.5 | 4.2 | 43.6
statement |  |  |  |  |  |  |  |  |
Credit/(Charge) to other comprehensive income | — | 1.7 | — | — | — | — | 13.6 | (0.5) | 14.8
Exchange differences | 4.7 | (0.4) | — | — | (0.1) | (1.3) | (9.9) | 0.4 | (6.6)
At 31 May 2024 | (7.2) | (5.1) | — | — | (39.2) | 1.5 | 36.8 | (4.4) | (17.6)
Credit/(charge) to income | 0.8 | — | — | — | (4.1) | (0.6) | (8.0) | 12.9 | 1.0
statement |  |  |  |  |  |  |  |  |
Credit/(charge) to other comprehensive income | — | 1.2 | — | — | 0.9 | — | — | (1.6) | 0.5
Exchange differences | 0.1 | (0.1) | — | — | — | (0.2) | (2.0) | — | (2.2)
At 31 May 2025 | (6.3) | (4.0) | — | — | (42.4) | 0.7 | 26.8 | 6.9 | (18.3)

Deferred taxation assets are recognised for tax loss carry forwards to the extent that the realisation of the related tax benefit through future taxable
profits is probable.
At 31 May 2025 the Group recorded a deferred taxation asset of £26.8 million (2024: £36.8 million) on recognised but unused tax losses with the
balance primarily relating to the impact of the Naira devaluation and resulting operating losses. Given the probability of ongoing profitability together
with other supporting items, deferred tax assets occurring as a result of such tax losses are recognised in full.
A further £7.0 million (2024: £8.0 million) of unrecognised tax losses are not expected to expire or be disposed of, together with £12.7 million (2024:
£13.8 million) of unrecognised capital losses relating to the disposal of the five:am business. There is also an additional unrecognised deferred
taxation asset of £0.1 million (2024: £2.0 million) relating to timing differences other than unrecognised tax losses. This amount relates to property,
plant and equipment differences, unused temporary differences, and accruals and provisions, and it is not probable that these timing differences will
reverse in the foreseeable future.
Other temporary differences include a liability for brands and goodwill of £7.4 million (2024: £6.7 million), an asset for corporate interest restriction
of £17.8 million (2024: £4.1 million) and an asset for share-based payments of £0.4 million (2024: £0.5 million). A deferred tax liability of £1.2 million
(2024: £0.9 million) in respect of unremitted earnings in Indonesia has been recognised on the basis that unremitted earnings would be liable to
overseas withholding taxes if anticipated to be distributed as dividends. As at 31 May 2025, the aggregate amount of gross temporary differences
associated with investments in subsidiaries and joint ventures for which deferred taxation liabilities have not been recognised totals approximately
£24.2 million (2024: £22.5 million).
Following the amendments to IAS 12 in relation to Deferred Tax related to Assets and Liabilities arising from a Single Transaction, the Group has
recognised a separate deferred tax asset in relation to its lease liability of £3.5 million (2024: £2.7 million) and a deferred tax liability in relation to its
right-of-use assets of £3.1 million (2024: £2.4 million). There was no impact on the statement of financial position because the balances qualify for
offset under paragraph 74 of IAS 12.
After offsetting deferred taxation assets and liabilities where appropriate within jurisdictions (as permitted by IAS 12 Income Taxes), the net deferred
taxation liability comprises:

| 2025 | 2024
| £m | £m
Deferred tax assets | 15.8 | 22.2
Deferred tax liabilities | (34.1) | (39.8)
| (18.3) | (17.6)

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22. PROVISIONS

| Warranty
| provisions
| £m
At 1 June 2023 | 0.4
Exchange differences | (0.2)
At 31 May 2024 | 0.2
Additions | 0.1
At 31 May 2025 | 0.3

Warranty provisions relate to the Group’s electricals business in Africa.
23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS
The Group operates retirement benefit schemes in the UK and overseas as described below.
UK retirement benefit schemes
The Group operates four defined benefit pension schemes in the UK, each of which were closed to future accrual on 31 May 2008. The schemes are
as follows:
• PZ Cussons Retirement Benefits Plan (Main plan) – for UK-based employees excluding PZ Cussons plc Executive Directors
• PZ Cussons Directors’ Retirement Benefits Plan (Directors’ plan) – for PZ Cussons plc Executive Directors
• PZ Cussons Pension Fund and Life Assurance Scheme for Staff Employed Outside the UK (Expatriate plan) – for all eligible expatriate employees
based outside the UK
• PZ Cussons Employer Financial Retirement Benefits Scheme (Unfunded plan) – an unfunded, unapproved retirement scheme for certain former
PZ Cussons plc Directors.
The UK Plans operate under trust law and responsibility for their governance lies with a Board of Trustees composed of representatives of the
Group, plan participants and an independent trustee, who act on behalf of members in accordance with the terms of the Trust Deed and Rules
and relevant legislation.
Current and deferred members of these schemes are provided with defined benefits based on service and final salary. The Main plan, Directors’
plan and Expatriate plan are funded schemes and the assets of the schemes are administered by trustees and are held in trust funds independent
of the Group. The most recent triennial actuarial valuations of these schemes was as at 31 May 2024, and were performed by an independent
professional actuary. Each scheme was determined to be in surplus and therefore there are no company contributions required to be paid
before the next valuation.
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments made to the Virgin Media
scheme were invalid because they were not accompanied by the correct actuarial confirmation. 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.
On 5 June 2025, the UK Government announced a plan to introduce legislation to address the uncertainty arising from the Virgin Media judgment.
The proposed legislation will allow affected pension schemes to retrospectively obtain written actuarial confirmation that historic benefit changes
meeting the necessary standards.
The recent announcement has confirmed that the scope of the risk will reduce but the Group awaits further details on the legislation before
investigating any possible implications for the Group’s UK pension schemes. Therefore, the Group considers that the amount of any potential impact
on the UK schemes’ defined benefit obligation cannot yet be measured with sufficient reliability and consequently no allowance for this has been
made in calculating the defined benefit obligations at the reporting date.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS CONTINUED
The UK’s main schemes expose the Group to the following risks:

Risk | Description | Mitigation
Investment risk | The present value of the defined benefit pension schemes’ | As part of the financing of the funded schemes, they invest in
| liabilities is calculated using a discount rate (investment return) | assets with higher return expectations than lower risk bonds
| determined by direct reference to high-quality corporate bond | that are the best match for the schemes’ liabilities. To control
| yields (for IAS 19 Employee Benefits purposes) and gilt yields (for | the resulting investment risk, the funded schemes invest in
| statutory funding and long-term funding purposes). If the return | diversified portfolios of growth assets with the balances invested
| on scheme assets is less than these discount rates, the funding | in liability-matching bond assets designed to control interest rate
| position of the schemes will fall. | risk (see below). The split between growth assets and liability-
|  | matching bond assets for each funded scheme is regularly
|  | monitored to ensure investment risk is not excessive given the
|  | statutory funding assumptions and the schemes’ long-term
|  | funding objectives.
Interest risk | A decrease in the corporate bond yield and/or gilt yield will | The funded schemes make use of liability-driven investment
| increase the present value of the schemes’ liabilities under | techniques to protect them against the majority of the interest
| the IAS 19 Employee Benefits and statutory/long-term | rate risk inherent in their liabilities. This is achieved by investing
| funding bases respectively. | in gilts and investment grade corporate bonds such that changes
|  | in the schemes’ liabilities due to falling gilt and/or corporate
|  | bond yields are offset by similar movements in the value of the
|  | schemes’ overall assets.
|  | Reflecting the funded schemes’ focus on controlling interest
|  | risk relative to their statutory and long-term funding bases, the
|  | schemes’ liability matching bond portfolios are predominantly
|  | invested in gilts, with the balance invested in investment grade
|  | corporate bonds to increase the expected return on the plans’
|  | assets in a risk-controlled way. In doing so, the exposures to
|  | investment grade corporate bonds also help mitigate the
|  | interest rate risk inherent in the schemes’ IAS 19 Employee
|  | Benefits liabilities.
Inflation risk | A decrease in the corporate bond yield and/or gilt yield will | The schemes’ liability-matching bond assets are also designed
| increase the present value of the schemes’ liabilities under | to hedge the majority of the inflation rate risk inherent in
| the IAS 19 Employee Benefits and statutory/long-term funding | the schemes’ liabilities. This is achieved by investing in
| bases respectively. | index-linked gilts.
Longevity risk | The value of the schemes’ liabilities is calculated by reference | To help control longevity, risk all the schemes are closed to future
| to the best estimate of the life expectancy of each scheme’s | benefit accrual.
| participants. An increase in life expectancy of the schemes’ |
| participants will increase the schemes’ liabilities. | The schemes consider additional approaches to mitigating
|  | longevity risk, for example by buying annuities with an insurance
|  | company to cover the schemes’ liabilities.

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A summary of the amounts recognised in the Consolidated Balance Sheet for the UK schemes described above is as follows:

|  | 2025 |  |  | 2024 |
| Assets | Obligations | Total | Assets | Obligations | Total
| £m | £m | £m | £m | £m | £m
Main plan | 135.4 | (120.2) | 15.2 | 150.9 | (130.3) | 20.6
Directors' plan | 27.4 | (15.2) | 12.2 | 29.0 | (17.5) | 11.5
Expatriate plan | 78.4 | (39.5) | 38.9 | 86.3 | (44.1) | 42.2
Unfunded plan | — | (2.8) | (2.8) | — | (3.2) | (3.2)
| 241.2 | (177.7) | 63.5 | 266.2 | (195.1) | 71.1
Restrictions due to asset ceiling |  |  | (38.9) |  |  | (42.2)
Net asset |  |  | 24.6 |  |  | 28.9
Classified as/within: |  |  |  |  |  |
Retirement benefit surplus |  |  | 27.4 |  |  | 32.1
Retirement benefit and other long-term employee obligations |  |  | (2.8) |  |  | (3.2)
|  |  | 24.6 |  |  | 28.9

The trust deeds for the Main plan and Directors’ plan provide the Group with an unconditional right to a refund of surplus assets assuming the full
settlement of plan liabilities in the event of a plan wind-up. Furthermore, in the ordinary course of business the trustee has no rights to unilaterally
wind up, or otherwise augment the benefits due to members of the scheme. Based on these rights, any net surpluses in these two UK schemes are
recognised in full.
The trust deed for the Expatriate plan provides the trustees with an unconditional right to wind up the scheme and distribute the surplus to members.
Therefore, the surplus on the Expatriate plan has not been recognised in the Consolidated Balance Sheet (shown as a restriction due to asset ceiling in
the table above).
Movements in the fair value of plan assets were as follows:

| 2025 | 2024
| £m | £m
At 1 June | 266.2 | 272.4
Recognised in Consolidated Income Statement: |  |
– administrative expense | (1.0) | (1.3)
– finance income | 11.3 | 11.8
Recognised in Consolidated Statement of Other Comprehensive Income: |  |
– return on plan assets (excluding finance income) | (18.4) | 0.2
Not recognised within comprehensive income due to asset ceiling: |  |
– finance income | 2.2 | 2.4
– return on plan assets (excluding finance income) | (5.6) | (4.7)
Employer contributions to the Unfunded plan | 0.2 | 0.2
Benefits paid | (13.7) | (14.8)
At 31 May | 241.2 | 266.2

Employer contributions to the Unfunded plan related to payments during the year to former Directors amounting to £0.2 million (2024: £0.2 million).
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS CONTINUED
The assets in the schemes are as follows:

| 2025 | 2024
| £m | £m
Equities | 2.5 | 3.1
Bonds | 226.2 | 247.6
Cash and cash equivalents | 12.5 | 15.5
| 241.2 | 266.2

Equity relates to quoted shares of PZ Cussons Plc. The schemes invest in pooled investment vehicles (PIVs) for their bond investment. These PIVs are
unquoted, however the underlying bonds held are quoted in active markets. All other assets are unquoted.
The UK schemes’ investment strategy is set by the respective trustees after taking appropriate advice from their investment consultant. The trustee’s
primary objective is to invest the scheme’s assets in the best interest of the members and beneficiaries. Within this framework the trustee has agreed
a number of objectives to help guide them in their strategic management of the assets and control of the various investment risks to which the
scheme is exposed.
Movements in the present value of the plan defined benefit obligations were as follows:

| 2025 | 2024
| £m | £m
At 1 June | (195.1) | (192.5)
Recognised in Consolidated Income Statement: |  |
– finance expense | (9.8) | (10.0)
Recognised in Consolidated Statement of Other Comprehensive Income: |  |
– re-measurement gain due to changes in demographic assumptions | 3.3 | 1.1
– re-measurement gain/(loss) due to changes in financial assumptions | 18.6 | (8.4)
– re-measurement loss due to experience adjustments | (8.4) | (0.1)
Benefits paid | 13.7 | 14.8
At 31 May | (177.7) | (195.1)

The weighted average duration of the total defined benefit obligation is approximately 11 years (2024: 12 years). This represents the average time
until the expected benefit payments are settled.
Amounts recognised in the Consolidated Income Statement comprised:

| 2025 | 2024
| £m | £m
Administrative expense | (1.0) | (1.3)
Finance income | 1.5 | 1.8
| 0.5 | 0.5

Amounts recognised within Consolidated Statement of Other Comprehensive Income comprised:

| 2025 | 2024
| £m | £m
Relating to plan assets: |  |
– return on plan assets (excluding finance income) | (18.4) | 0.2
Relating to plan defined benefit obligations: |  |
– re-measurement gain due to changes in demographic assumptions | 3.3 | 1.1
– re-measurement gain/(loss) due to changes in financial assumptions | 18.6 | (8.4)
– re-measurement loss due to experience adjustments | (8.4) | (0.1)
| (4.9) | (7.2)

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The key financial assumptions used by the actuary to value the scheme obligations were as follows:

| 2025 | 2024
Rate of increase in retirement benefits in payment |  |
– pensions in payment | 2.7% | 3.1%
– deferred pensions | 2.4% | 2.7%
Discount rate | 5.8% | 5.2%
Inflation (RPI) | 2.9% | 3.3%

The mortality assumptions used were as follows:

| 2025 | 2024
| years | years
Weighted average life expectancy on post-retirement mortality table used to determine benefit obligations |  |
– Member age 65 (current life expectancy) | 21.9 | 22.5
– Member age 45 (life expectancy at age 65) | 23.0 | 23.9

The ages shown above are weighted average across the schemes based on the scheme’s defined benefit obligation as at 31 May 2025, and the prior
year ages are presented on the same basis.
The sensitivities on the key actuarial assumptions as at the end of the year in relation to the schemes were:

| Change in assumption | Change in obligation
Discount rate | Decrease of 0.25% | Increase of 2.6%
Inflation (RPI) | Increase of 0.25% | Increase of 2.4%
Mortality | Increase in life expectancy of 1 year | Increase of 3.2%

The sensitivities shown above are approximate. Each sensitivity considers each change in isolation and is calculated using the same methodology
as used for the calculation of the defined benefit obligation at the end of the year. The inflation sensitivity includes the impact of changes to the
assumptions for the revaluation and pension increases. In practice it is unlikely that the changes would occur in isolation.
During the year ending 31 May 2026, the Group expects to make cash contributions of £nil (2025: £nil) to funded defined benefit schemes,
and £0.2 million (2025: £0.2 million) to unfunded schemes.
Overseas retirement benefit schemes
Outside of the UK, the Group operates a number of defined benefit pension schemes, all of which are unfunded, and the movement in the liability
positions of these schemes during the year was as follows:

| 2025 | 2024
| £m | £m
At 1 June | (9.0) | (9.3)
Recognised in Consolidated Income Statement: |  |
– administrative expenses | (1.2) | (1.1)
– finance expenses | (0.6) | (0.6)
Recognised in consolidated other comprehensive income: |  |
– re-measurement gain | 0.3 | 0.4
Benefits paid | 0.9 | 0.6
Exchange differences | 0.7 | 1.0
At 31 May | (8.9) | (9.0)

The most significant overseas defined benefit scheme is operated by the Group’s Indonesian subsidiary. This is a final salary pension plan, defined
in Indonesian law, which provides benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided
depends on members’ length of service and their salary in the final years leading up to retirement. The scheme’s obligations have been valued using a
discount rate of 7.0% (2024: 7.0%) and a salary inflation rate of 8.0% (2024: 8.0%). The scheme’s obligation included in the above table is £8.3 million
(2024: £8.4 million).
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS CONTINUED
The sensitivities on the key actuarial assumptions as at the end of the year in relation to the overseas schemes were:

| Change in assumption | Change in obligation
Discount rate | Decrease of 1.0% | Increase of 7.9%
Salary rate | Increase of 1.0% | Increase of 7.6%

Defined contribution pension schemes and other long-term employee obligations
The Group operates a defined contribution pension scheme for current employees in the UK and at a number of overseas subsidiaries. The amount
recognised as an expense in the Consolidated Income Statement in relation to these schemes was £1.8 million (2024: £1.9 million).
The most significant other long-term employee obligation relates to the gratuity scheme operated by the Group’s Nigerian subsidiary. This scheme
operates under an agreement established in 2006 between PZ Cussons Nigeria plc and its employees, and is only eligible for employees who joined
the company before 1 January 2007. The scheme is funded directly by the company, and the amount recognised as an expense in the Consolidated
Income Statement in relation to this scheme is £0.2 million (2024: £0.3 million).
24. SHARE CAPITAL AND INVESTMENT IN TREASURY SHARES
(a) Share capital

| 2025 |  | 2024 |
| Number |  | Number |
| 000 | £m | 000 | £m
Authorised, allotted, issued and fully paid: |  |  |  |
Ordinary shares of 1p each | 428,725 | 4.3 | 428,725 | 4.3
Total called up share capital | 428,725 | 4.3 | 428,725 | 4.3

The Company has one class of ordinary shares which carry no right to fixed income.
(b) Treasury shares
Treasury shares represent the shares in the Company held by the employee share trusts which comprise the Employee Share Option Trust (ESOT)
and the Share Incentive Plan (SIP) trust. The ESOT was established to purchase shares to satisfy awards under the Group’s incentive schemes and
the SIP trust was established to purchase and hold shares on behalf of employees participating in the SIP. During the year, the ESOT purchased
no shares (2024: nil). The ESOT waives any dividends payable on shares to the extent of 0.01p per share. Further details of these schemes are
provided in note 25.
Movements in treasury shares were:

|  | SIP trust
| ESOT number | number
At 1 June 2023 | 9,996,496 | 98,920
Issued to satisfy options | (659,230) | —
Transfers | (103,523) | 103,523
At 31 May 2024 | 9,233,743 | 202,443
Issued to satisfy options | (688,843) | —
Transfers | (173,509) | 173,509
At 31 May 2025 | 8,371,391 | 375,952

The transfer of shares between the trusts relate to matching awards provided by the Group under the SIP (see note 25) which are sourced from the
ESOT. The cost of shares held in the ESOT and SIP trust as at 31 May 2025 was £32.0 million (2024: £34.5 million) and the market value was £7.6
million (2024: £10.4 million).
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25. SHARE-BASED PAYMENTS
The Group operates a number of long-term incentive schemes which provide share awards to Executive Directors and certain senior employees.
These schemes are designed to align the interests of the participants with those of the Group’s shareholders. The Group also operates a SIP scheme
which is open to UK employees.
The incentive schemes are described below.
Long-Term Incentive Plan (LTIP)
The PZ Cussons Long-Term Incentive Plan 2020 (LTIP 2020 plan) was approved by shareholders and adopted at the 2020 Annual General Meeting.
The LTIP 2020 plan provides for the grant of restricted share unit (RSU) awards for the senior employees and Executive Directors, to function like
restricted stock. These share awards are nil-cost shares which vest in full subject only to continued employment, with no performance conditions. The fair
value of the awards is determined to be the market price of the underlying shares on the date of the grant. There are no cash settlement alternatives. The
Group accounts for the restricted share awards as equity-settled awards. In the current year, 4,033,454 restricted share awards (2024: 2,488,823 awards)
were granted equating to a total fair value of £3.8 million (2024: £3.6 million) which will be recognised over the vesting period. Under the LTIP 2020
plan, Executive Directors and certain senior employees are also eligible to participate in the PSP, which provides for the grant of conditional rights
to receive nil-cost shares (performance shares) subject to continued employment over a three-year vesting period and the satisfaction of certain
performance criteria established by the Remuneration Committee. The fair value of the awards is determined to be the market price of the underlying
shares on the date of the grant. There are no cash settlement alternatives. The Group accounts for the performance share awards as equity-settled
awards. The last grant of performance share awards took place in February 2023 and will vest in September 2025. 5,985 dividend share units were
awarded and exercised during the current year, attached to performance share awards granted in previous years.
The total expense recognised in the Consolidated Income Statement in the year in respect of both the performance share awards and the restricted
share awards was £2.4 million (2024: £1.6 million).
Deferred Bonus Share Plan
This plan is limited to the Executive Directors and requires a minimum of 40% of any annual bonus (25% for awards granted prior to September 2024)
earned to be deferred into shares (deferred bonus shares). The deferral period is two years (three years for awards granted prior to September 2024)
unless the Remuneration Committee determines otherwise and the shares vest in full subject only to continued employment, with no performance
conditions. The fair value of the deferred bonus share awards is determined to be the market price of the underlying shares on the date of the
grant. The Group accounts for the deferred bonus share awards as equity-settled awards. In the current year, 441,587 deferred bonus share awards
(2024: 173,836 awards) were granted equating to a total fair value of £0.4 million (2024: £0.2 million) which will be recognised over the vesting
period. The expense recognised in the Consolidated Income Statement in the year in respect of deferred bonus share awards was £0.1 million
(2024: £0.3 million).
SIP
The Group launched the SIP in October 2021. Available to UK employees, this plan aligns employees with the business strategy and investors by
encouraging equity participation through the wider employee population. Under the plan, employees can opt to make a salary deduction on a
monthly basis to subscribe for shares which the Group matches up to a maximum of £100 per employee per month. These matched share awards
vest subject to continued employment over a three-year vesting period and a number of conditions associated with withdrawal. The fair value of
the matched share awards is determined to be the market price of the shares on the date of matching. There are no cash settlement alternatives.
The Group accounts for the matched share awards as equity-settled awards. In the current year, 198,097 matched share awards (2024: 125,802
awards) were granted equating to a total fair value of £0.2 million (2024: £0.2 million) which will be recognised over the vesting period. The expense
recognised in the Consolidated Income Statement in the year in respect of matched share awards was £0.1 million (2024: £0.1 million).
Set out below are the movements in the options and awards under each of the schemes:

| Performance | Restricted | Deferred |  |
| shares | shares | bonus shares | SIP | Total
| number | number | number | number | number
Options/awards outstanding as at 1 June 2023 | 3,619,963 | 1,587,947 | 205,952 | 96,460 | 5,510,322
Options/awards issued | 18,463 | 2,488,823 | 173,836 | 125,802 | 2,806,924
Options/awards exercised | (209,476) | (449,754) | — | (3,278) | (662,508)
Options/awards lapsed/forefeited 1 | (1,061,785) | (402,045) | — | (19,819) | (1,483,649)
Options/awards outstanding as at 31 May 2024 | 2,367,165 | 3,224,971 | 379,788 | 199,165 | 6,171,089
Options/awards issued | 5,985 | 4,033,454 | 441,587 | 198,097 | 4,679,123
Options/awards exercised | (91,733) | (466,782) | (129,173) | (519) | (688,207)
Options/awards lapsed/forfeited | (1,056,785) | (887,873) | — | (25,313) | (1,969,971)
Options/awards outstanding as at 31 May 2025 | 1,224,632 | 5,903,770 | 692,202 | 371,430 | 8,192,034

1 Of the options and awards which lapsed/forfeited in the year ended 31 May 2025 for the performance shares and restricted shares, 1,113,363 (2024: 1,256,950) related to the previous scheme
approved in 2014.
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
25. SHARE-BASED PAYMENTS CONTINUED
The vesting dates of the outstanding options and awards as at 31 May 2025 is:

| Performance | Restricted | Deferred |  |
| shares | shares | bonus shares | SIP | Total
| number | number | number | number | number
31 May 2025 | — | — | — | 23,193 | 23,193
31 May 2026 | 1,224,632 | 441,698 | 89,222 | 50,492 | 1,806,044
31 May 2027 | — | 1,919,624 | 602,980 | 106,343 | 2,628,947
31 May 2028 | — | 3,542,448 | — | 191,402 | 3,733,850
Total | 1,224,632 | 5,903,770 | 692,202 | 371,430 | 8,192,034

26. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| Note | 2025 | 2024
|  | £m | £m
Profit/(loss) before taxation 1 |  | 6.5 | (95.9)
Net finance expense and net monetary loss arising from hyperinflationary economies |  | 14.1 | 12.2
Operating profit/(loss) |  | 20.6 | (83.7)
Depreciation | 10, 11, 12 | 8.0 | 10.2
Amortisation | 10 | 4.1 | 7.1
Impairment of intangible assets | 10 | 35.3 | 24.4
Impairment reversal of intangible assets | 10 | (16.5) | —
Impairment of current asset investment |  | — | 0.5
Impairment reversal of current asset investment |  | (0.5) | —
Profit on sale of assets | 4 | (1.1) | (1.8)
Difference between pension charge and cash contributions |  | 1.1 | 1.7
Share-based payments |  | 2.6 | 1.9
Rental income classified as investing cash flows |  | (1.1) | —
Share of results of joint venture |  | (5.6) | (7.3)
Operating cash flows before movements in working capital |  | 46.9 | (47.0)
Movements in working capital: |  |  |
Inventories |  | (5.6) | 2.3
Trade and other receivables |  | 1.6 | 15.3
Trade and other payables |  | 5.6 | 77.5
Provisions |  | 0.7 | (0.4)
Cash generated from operations |  | 49.2 | 47.7

1 Wholly derived from continuing operations.
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27. RELATED PARTY TRANSACTIONS
Key management personnel
The key management personnel of the Group comprise the members of the PZ Cussons plc Board of Directors and their compensation was as follows:

| 2025 | 2024
| £m | £m
Short-term employee benefits | 2.4 | 2.2
Post-employment benefits | 0.1 | 0.1
Share-based payments | 1.2 | 0.7
| 3.7 | 3.0

Transactions with joint ventures
Certain Group subsidiary undertakings enter into related party transactions with PZ Wilmar Limited, a joint venture interest which was set up under
the terms of a joint venture agreement with Wilmar International Limited. Set out below are details of related party transactions during the year with
PZ Wilmar Limited as well as balances as at 31 May 2025:
• At 31 May 2025, outstanding loans receivable from PZ Wilmar Limited amounted to £26.4 million (2024: £30.6 million). The loan is matched
by another loan of the same amount and terms from the Group’s fellow joint venture partner. During the year, PZ Wilmar Limited made one
repayment to the Group of £2.5 million (2024: two repayments totalling £8.7 million). These loans are denominated in USD, interest-free and
repayable in part or in full on demand, subject to a 12-month notice period.
• At 31 May 2025, the outstanding trade receivable balance due from PZ Wilmar Limited was £0.7 million (2024: £1.1 million). All trading balances
are settled in cash, and there were no provisions for doubtful related party receivables at 31 May 2025 (2024: £nil).
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Notes to the Consolidated Financial Statements continued
Year ended 31 May 2025
28. SUBSIDIARIES AND JOINT VENTURES
Details of the Company’s subsidiaries as at 31 May 2025 are outlined below. PZ Cussons (Holdings) Limited and PZ Cussons (International) Limited are
directly owned by PZ Cussons plc; all other subsidiaries are indirectly held.

|  |  |  | Parent |  |  |
|  | Country of |  | company’s | Proportion of |  |
Company | Operation | incorporation |  | interest | voting interest Registered office address |  |
PZ Cussons (Holdings) Pty Limited | Holding company Australia |  | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
PZ Cussons Australia Pty Limited | Manufacturing | Australia |  | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
PZ Cussons Beauty Australia | Holding company Australia |  | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
(Holdings) Pty Limited |  |  |  |  |  |  |
Rafferty’s Garden Pty Limited | Dormant | Australia | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
United Laboratories Limited | Dormant | Australia | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
PZ Cussons (New Zealand) Pty Limited Distribution |  |  | Australia | 100% | 100% | Level 3, 510 | Church Street Cremorne Victoria 3121
Paterson Services (Shanghai) Limited |  | Active | China | 100% | 100% | Suite 635, 6th Floor, No.2000 Pudong Ave. China
|  |  |  |  |  | (Shanghai) Pilot Free Trade Zone
Bronson Holdings Limited |  | Holding company England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
Milk Ventures (UK) Limited | Holding company | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
PZ Cussons (Holdings) Limited |  | Holding company England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
PZ Cussons (International Finance) |  | Provision of |  |  | Manchester Business Park, 3500 Aviator Way,
Limited | services to Group | England | 100% | 100% | Manchester, M22 5TG
|  | companies |  |  |  |
|  | Provision of |  |  | Manchester Business Park, 3500 Aviator Way,
PZ Cussons (International) Limited | services to Group | England | 100% | 100% | Manchester, M22 5TG
|  | companies |  |  |  |
PZ Cussons (UK) Limited | Manufacturing | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
|  | Distribution |  |  | Manchester Business Park, 3500 Aviator Way,
PZ Cussons Beauty LLP1 | & Holding | England | 100% | – | Manchester, M22 5TG
|  | partnership |  |  |  |
Seven Scent Limited | Manufacturing | England | 100% | 100% | Agecroft Commerce Park, Lamplight Way, Swinton,
|  |  |  |  |  | Manchester, M27 8UJ
St. Tropez Acquisition Co. Limited |  | Holding company England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
St. Tropez Holdings Limited |  | Holding company | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
St. Tropez Operations Limited |  | Dormant | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, M22 5TG
Thermocool Engineering |  | Dormant | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
Company Limited |  |  |  |  |  | Manchester, M22 5TG
PZ Cussons Acquisition Co Limited 3 |  | Holding company England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, United Kingdom, M22 5TG
Tadley Holdings Limited |  | Holding company England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, United Kingdom, M22 5TG
Childs Farm Ltd |  | Distribution | England | 100% | 100% | Manchester Business Park, 3500 Aviator Way,
|  |  |  |  |  | Manchester, United Kingdom, M22 5TG
PZ Cussons Ghana PLC 3 |  | Distribution | Ghana | 100% | 100% | Plot 27/3-27/7, Sanyo Road, Tema, P. O. Box 628
|  |  |  |  |  | Community 1, Tema
|  | Provision of |  |  | 1/F., Hing Lung Comm. Bldg., 68-74 Bonham Strand,
Parnon (Hong Kong) Limited |  | services to Group | Hong Kong | 100% | 100% | Sheung Wan |
|  | companies |  |  |  |
PZ Cussons (Hong Kong) Limited |  | Dormant | Hong Kong | 100% | 100% | Level 54, Hopewell Centre, 183 Queen’s Road East
|  | Provision of |  |  | 604, 'C' Wing Raylon Arcade Ram Mandir Road – Kondvita
PZ Cussons India PVT Limited |  | services to Group | India | 100% | 100% |  | Road, Bhim Nagar, Andheri East, Mumbai 400093
|  | companies |  |  |  |  |

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|  |  | Parent |  |  |
|  | Country of | Company’s | Proportion of |  |
Company | Operation | incorporation | interest | voting interest Registered Office address |  |
PT PZ Cussons Indonesia | Manufacturing | Indonesia | 100% | 100% | Jalan Halim Perdana Kusuma No. 144, Kebon Besar, |
|  |  |  | Batuceper, Tangerang, Banten, Indonesia |
PZ Cussons (Europe) Limited | Dormant | Ireland | 100% | 100% | The Greenway Ardilaun Court, 112-114 St Stephen’s |
|  |  |  | Green, Dublin, DO2 TD28, Ireland |
Childs Farm Europe Ltd | Dormant | Ireland | 100.00% | 100.00% | 4th Floor, 103/104 O'Connell Street, Limerick V94 AT85, |
|  |  |  | Co. Limerick, Ireland |
PZ Cussons East Africa Limited | Manufacturing | Kenya | 99.99% | 99.99% | Baba Dogo Road, Ruaraka, Nairobi, Kenya |
Food For Life International Limited | Dormant | Nigeria | 99.99% | 99.99% | 45/47 Town Planning Way, Ilupeju, Lagos |
Harefield Industrial Nigeria Limited | Distribution | Nigeria | 99.99% | 99.99% | 45/47 Town Planning Way, Ilupeju, Lagos |
HPZ Limited2 | Manufacturing | Nigeria | 74.99% | 74.99% | 45/47 Town Planning Way, Ilupeju, Lagos |
Nutricima Limited | Dormant | Nigeria | 99.99% | 99.99% | 45/47 Town Planning Way, Ilupeju, Lagos |
PZ Cussons Nigeria PLC | Manufacturing | Nigeria | 73.27% | 73.27% | 45/47 Town Planning Way, Ilupeju, Lagos |
Roberts Pharmaceuticals Limited | Dormant | Nigeria | 100% | 100% | 45/47 Town Planning Way, Ilupeju, Lagos |
PZ Cussons Polska S.A. | Distribution | Poland | 100% | 100% | Ul. Chocimska 17, 00-791 Warszawa |
| Provision of |  |  |  |  |
PZ Cussons Singapore Private Limited | services to Group | Singapore | 100% | 100% | 5 Shenton Way, UIC Building #10-01, Singapore 068808 |
| companies |  |  |  |  |
| Provision of |  |  | 35 Moo 4, Tessamphan Road, Ban Chang Sub-District, |
Guardian Holdings Company Limited | services to Group | Thailand | 49.00% | 49.00% | Mueang Pathum Thani District, Pathum Thani Province |
| companies |  |  |  |  |
PZ Cussons (Thailand) Limited | Manufacturing | Thailand | 99.99% | 99.99% | 35 Moo 4, Tessamphan Road, Ban Chang Sub-District, |
|  |  |  | Mueang Pathum Thani District, Pathum Thani Province |
PZ Cussons Middle East and South | Dormant | UAE | 100% | 100% | PO Box 17233, | Jebel Ali, Dubai
Asia FZE |  |  |  |  |  |
St. Tropez Inc. | Distribution | USA | 100% | 100% | 101 | Greenwich St. Suite #11c New York, NY 10006
Childs Farm, Inc. | Distribution | USA | 100% | 100% | 101 | Greenwich St. Suite #11c New York, NY 10006

1 PZ Cussons (Holdings) Limited has a 100 percent economic interest in PZ Cussons Beauty LLP as the Corporate Member but does not hold any voting rights.
2 The equity interest in HPZ Limited is owned by PZ Cussons Nigeria PLC.
3 The Group has acquired the minority interest in PZ Cussons Acquisition Co Limited and PZ Cussons Ghana PLC during FY25. In FY24, the ownership interest was 91.87% and 95.68% respectively.
In addition, Paterson Zochonis Employee Trust (registered in Jersey) and Share Incentive Plan Trust (constituted under the laws of England and Wales)
are deemed to be subsidiaries. The trusts hold shares in the Company for the purpose of the Group’s incentive schemes (note 24).

|  | Country of |  |
Joint venture company | Operation | incorporation | Parent company’s interest | Registered office address
PZ Wilmar Limited | Manufacturing | Nigeria | 50% | 45/47 Town Planning Way, Ilupeju, Lagos

With the exception of Paterson Services (Shanghai) Limited and Childs Farm Inc. with an accounting reference date of 31 December, all subsidiary
entities have an accounting reference date of 31 May.
Non-controlling interests
The two subsidiaries that have non-controlling interests that are material to the Group are HPZ Limited and PZ Cussons Nigeria plc. Total
net liabilities held in these two material subsidiaries at 31 May 2025 were £4.9 million and £4.5 million respectively (2024: £4.7 million and
£8.9 million respectively).
29. EVENTS AFTER THE REPORTING PERIOD
On 18 June 2025, the Group announced it had signed an agreement to sell its 50% equity interest in PZ Wilmar Limited, a Nigerian edible oils
business, to Wilmar International Limited, the joint venture partner, for cash consideration of $70 million (£51 million). Consideration will be paid in
US Dollars. After taxes, fees and other costs, net proceeds are expected to be approximately $64 million (£47 million). Completion is expected to take
place in the last quarter of calendar year 2025.
In April 2024, PZ Cussons announced its intention to sell the St.Tropez brand, as part of a broader plan to refocus its portfolio. On 26 June 2025, the
Group announced that following an extensive auction process which resulted in a number of offers being received, the decision was made to retain
St.Tropez and set a new strategic direction for the brand.
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Company Balance Sheet
As at 31 May 2025
2025 2024
Note £m £m
Non-current assets
Investments in subsidiaries 4 36.8 36.8
Deferred tax assets 5 2.9 1.6
39.7 38.4
Current assets
Receivables 5 69.8 18.2
Cash and cash equivalents 1.2 1.0
71.0 19.2
Current liabilities
Payables 6 (6.9) (56.8)
Net current assets/(liabilities) 64.1 (37.6)
Total assets less current liabilities 103.8 0.8
Net assets 103.8 0.8
Equity
Share capital 8 4.3 4.3
Treasury shares 8 (32.0) (34.5)
Capital redemption reserve 0.7 0.7
Other reserves 4.7 5.5
Retained earnings 126.1 24.8
Total equity 103.8 0.8
The attributable profit for the year in the accounts of the Company was £115.5 million (2024: loss of £35.5 million).
The financial statements from pages 164 to 170 were approved by the Board of Directors and authorised for issue on 16 September 2025.
They were signed on its behalf by:
J Myers S Pollard
PZ Cussons plc
Registered number 00019457
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Company Statement of Changes in Equity
For the year ended 31 May 2025
Capital
Share Treasury redemption Other Retained
capital shares reserve reserves earnings Total
Note £m £m £m £m £m £m
At 1 June 2023 4.3 (36.9) 0.7 3.7 84.6 56.4
Loss for the year — — — — (35.5) (35.5)
Ordinary dividends 3 — — — — (21.9) (21.9)
Share-based payment — — — 1.8 — 1.8
Shares issued from ESOT — 2.4 — — (2.4) —
At 31 May 2024 4.3 (34.5) 0.7 5.5 24.8 0.8
Profit for the year — — — — 115.5 115.5
Ordinary dividends 3 — — — — (15.1) (15.1)
Share-based payment — — — (0.8) 3.4 2.6
Shares issued from ESOT — 2.5 — — (2.5) —
At 31 May 2025 4.3 (32.0) 0.7 4.7 126.1 103.8
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Notes to the Company Financial Statements
Year ended 31 May 2025
1. ACCOUNTING POLICIES
(a) Basis of preparation
PZ Cussons plc (the Company) is a public limited company registered in England and Wales which is listed on the London Stock Exchange and is
domiciled and incorporated in the UK under the Companies Act 2006. The address of the registered office is given on page 175.
The Company is a holding company and its principal activity is the ownership and strategic management of investments in subsidiary undertakings.
The Company Financial Statements of PZ Cussons plc are presented as required by the Companies Act 2006 and have been prepared in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The preparation of financial statements in conformity with FRS
101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the
Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed within the Consolidated Financial Statements of PZ Cussons plc.
The Directors consider it to be appropriate to continue to adopt the going concern basis in preparing the Company’s financial statements. For further
information on going concern, refer to note 1 of the Group’s consolidated financial statements.
The Company’s functional currency is Pound Sterling (GBP), and these financial statements are presented in GBP and, unless otherwise indicated,
have been presented in £ million to one decimal place. The financial information for the Company has been prepared on the same basis as the
Consolidated Financial Statements, applying identical accounting policies as outlined throughout the notes to the Consolidated Financial Statements
except as noted below:
Investments in subsidiaries
In the Company financial statements, investments in subsidiaries are held at cost less any provision for impairment. Details of the Company’s
investments are set out in note 4.
Intercompany receivables
Allowance losses on amounts owed by subsidiary undertakings where there has not been a significant increase in credit risk are calculated by
reviewing 12-month expected credit losses using historic and forward-looking data on credit risk. The loss allowance expense for the year was
de minimis (2024: de minimis).
Share-based payments
The share incentive schemes are accounted for as equity-settled share-based payments, and further details are provided in note 25 to the Group
Consolidated Financial Statements. Where equity-settled share-based payments are granted to the employees of subsidiary companies, the fair value
of the award is treated as a capital contribution by the Company and the investment in subsidiaries is adjusted to reflect this capital contribution.
Audit exemptions
For the year ended 31 May 2025 the following subsidiaries of the Company were entitled to exemption from audit under s479A of the Companies Act
2006 relating to subsidiary companies:
Subsidiary name Companies House Registration Number
Bronson Holdings Limited 9771991
Childs Farm Limited 7454284
PZ Cussons Acquisition Co Limited 13977759
PZ Cussons (International Finance) Limited 8589433
St.Tropez Holdings Limited 5706646
Tadley Holdings Limited 10438262
Thermocool Engineering Company Limited 9266188
As permitted by section 408(3) of the Companies Act 2006, the income statement of the parent company is not presented with these financial
statements. The loss for the year of the parent company is shown in the Statement of Changes in Equity. Details of dividends paid are included
in note 3 of the financial statements.
The entity satisfies the criteria of being a qualifying entity as defined in FRS 101. Its financial statements are consolidated into the Group Financial
Statements of PZ Cussons plc which are included within this Annual Report.
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The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with
FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment (details of the number and weighted average exercise prices of share options,
and how the fair value of goods or services received was determined).
• IFRS 7 Financial Instruments: Disclosures.
• Paragraphs 91 to 99 of IFRS 13 Fair Value Measurement (disclosure of valuation techniques and inputs used for fair value measurement of assets
and liabilities)
• Paragraph 38 of IAS 1 Presentation of Financial Statements comparative information requirements in respect of:
(i) Paragraph 79(a)(iv) of IAS 1 Presentation of Financial Statements
(ii) Paragraph 73(e) of IAS 16 Property, Plant and Equipment
(iii) Paragraph 118(e) of IAS 38 Intangible Assets (reconciliations between the carrying amount at the beginning and end of the period).
• The following paragraphs of IAS 1 Presentation of Financial Statements: 10(d) (statement of cash flows), 16 (statement of compliance with all IFRS),
38A (requirement for minimum of two primary statements, including cash flow statements), 38B-D (additional comparative information), 111 (cash
flow statement information) and 134-136 (capital management disclosures).
• IAS 7 Statement of Cash Flows.
• Paragraph 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (requirement for the disclosure of information when
an entity has not applied a new IFRS that has been issued but is not yet effective).
• Paragraph 17 of IAS 24 Related Party Disclosures (key management compensation).
• The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group.
Critical accounting policies and key sources of estimation uncertainty
Estimates and accounting 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.
The preparation of financial statements under FRS 101 requires management to make assumptions and estimates about future events. The resulting
accounting estimates will, by definition, differ from the actual results.
In the course of preparing the Company’s financial statements, the critical judgements and key source of estimation uncertainty required when
preparing the Company’s financial statements are as follows:
Carrying value of investments in subsidiaries
Annually the Directors consider whether there are any indicators of impairment that may suggest that the recoverable amount of the Company’s
investments in subsidiaries is less than their carrying amount. The assessment of impairment indicators and estimation of recoverable amount
requires management to apply judgement in assessing current and forecast trading performance as well as assessing the impact of Principal Risks
and uncertainties specific to the investments it holds. Details of the Company’s investments are set out in note 4.
2. DIRECTORS’ EMOLUMENTS
2025 2024
£m £m
Aggregate amount of Directors’ emoluments 3.7 3.0
Emoluments of the highest paid Director 2.0 1.6
Amounts above include share-based payment expenses. For the year ended 31 May 2025 the highest paid Director received Company pension
contributions of £0.07 million (2024: £0.06 million).
The Schedule 5 requirements of SI 2008/410 for Directors’ remuneration, as well as their interests in the Company, are included in the Report on
Directors’ Remuneration on pages 84 to 94.
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3. DIVIDENDS
2025 2024
£m £m
Amounts recognised as distributions to ordinary shareholders in the year comprise:
Final dividend for the year ended 31 May 2024 of 2.10p (2023: 3.73p) per ordinary share 8.8 15.6
Interim dividend for the year ended 31 May 2025 of 1.50p (2024: 1.50p) per ordinary share 6.3 6.3
15.1 21.9
After the balance sheet date, a final dividend for the year ended 31 May 2025 was proposed by the Directors of 2.10p per ordinary share. This results
in a total proposed dividend of £15.1 million (2024: £15.1 million). Subject to approval by shareholders at the Annual General Meeting, the dividend
will be paid on 27 November 2025 to the shareholders on the register on 31 October 2025. The proposed dividend has not been included as a liability
in the Consolidated Financial Statements as at 31 May 2025.
4. INVESTMENTS IN SUBSIDIARIES
£m
Cost
At 1 June 2023 92.4
Additions 1.8
At 31 May 2024 94.2
Additions 2.6
At 31 May 2025 96.8
Accumulated impairment
At 1 June 2023 (29.2)
Impairment charge (28.2)
At 31 May 2024 (57.4)
Impairment charge (2.6)
At 31 May 2025 (60.0)
Carrying value
At 31 May 2025 36.8
At 31 May 2024 36.8
Additions are deemed capital contributions in relation to share-based payment expenses incurred by subsidiaries.
Annually the Directors consider whether there are any indicators of impairment that may suggest that the recoverable amount of the Company’s
investments in subsidiaries is less than their carrying amount. The assessment of impairment indicators requires management to apply judgement
in assessing current and forecast trading performance as well as assessing the impact of Principal Risks and uncertainties specific to the investments
it holds.
Management has determined gross margin, discount rate and compound annual revenue growth rate to be the key assumptions in the forecasts used
to assess the carrying value of investments in subsidiaries.
No reasonably possible changes in key assumptions have been identified that could give rise to an impairment charge against the investment in
PZ Cussons (Holdings) Limited.
Notes to the Company Financial Statements continued
Year ended 31 May 2025
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PZ Cussons (International) Limited is in a net liability position (unaudited) as at 31 May 2025 and is currently loss-making with no reasonable
indication that it will become profit-making in the future and no current plans for any future restructuring. Management considered the requirements
of IAS 36 Impairment of Assets. On the basis that the subsidiary operates principally to provide services to the rest of the Group and does not have
third-party revenue, the value-in-use is deemed to be £nil. When the subsidiary is able to recharges costs, there is no certainty around cash inflows
relating to these recharges. When considering the fair value less costs to sell, management has considered that the subsidiary holds the Group’s
external borrowings and UK defined benefit pension schemes, and therefore the fair value less costs to sell is similarly negligible. On this basis, an
impairment of £2.6 million (2024: £28.2 million) has been recorded to reduce the investment’s carrying value to £nil. Details of the Company’s direct
subsidiaries as at 31 May 2025 are shown below. For a full listing of all subsidiaries see note 28 in the Group Consolidated Financial Statements.
Subsidiary companies Operation
Country of
incorporation
Parent
company’s interest
Proportion of
voting interest
PZ Cussons (Holdings) Limited Holding company England 100% 100%
PZ Cussons (International) Limited Provision of services to Group companies England 100% 100%
5. RECEIVABLES
2025 2024
£m £m
Non-current
Deferred tax assets 2.9 1.6
Current
Amounts owed by Group companies 66.6 15.8
Other receivables 0.1 0.1
Prepayments 1.6 2.3
Current taxation receivable 1.5 —
69.8 18.2
Allowance losses on amounts owed by subsidiary undertakings are calculated by reviewing 12-month expected credit losses using historic and
forward-looking data on credit risk. The loss allowance expense for the year was de minimis (2024: de minimis).
Amounts owed by Group companies accrue interest at 1.6% plus SONIA per annum until 5 December 2024 and 1.825% plus SONIA per annum
thereafter. The balances are unsecured, have no fixed date of repayment and are repayable on demand.
6. PAYABLES
2025 2024
£m £m
Amounts owed to Group companies 6.6 56.7
Accruals 0.3 0.1
6.9 56.8
Amounts owed to Group companies are non-interest-bearing, unsecured and have no fixed date of repayment.
7. BORROWINGS
The Company is one of a number of Group companies who are guarantors to the £325.0 million committed credit facility taken out by the Group in
the prior year. The credit facility incorporates both a term loan, of up to £125.0 million, with the balance as a revolving credit facility (RCF) structure.
Entered into in November 2022, the term loan is a two-year facility and the RCF a four-year facility, with both facilities retaining two, one-year
extension options. The first option for both RCF and term loan was executed in October 2023 and the second term loan extension was executed in
March 2025 reducing to £70 million from 8 November 2026. Further details are provided in note 19 to the Group Consolidated Financial Statements.
The amount borrowed by the Group under this agreement as at 31 May 2025 was £157.1 million (2024: £160.3 million), of which the Company’s
borrowing was £nil (2024: £nil).
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8. SHARE CAPITAL AND INVESTMENT IN OWN SHARES
(a) Share capital
2025 2024
number 000 £m number 000 £m
Allotted, issued and fully paid:
Ordinary shares of 1p each 428,725 4.3 428,725 4.3
Total called up share capital 428,725 4.3 428,725 4.3
The Company has one class of ordinary shares which carry no right to fixed income.
(b) Investment in own shares
Investment in own shares represent the shares in the Company held by the employee share trusts which comprise the Employee Share Option Trust
(ESOT) and the Share Incentive Plan (SIP) trust. The ESOT was established to purchase shares to satisfy awards under the Group’s incentive schemes
and the SIP trust was established to purchase and hold shares on behalf of employees participating in the SIP. Movements in the investment in own
shares was:
ESOT SIP trust
number number
As at 1 June 2023 9,996,496 98,920
Issued to satisfy options (659,230) —
Transfers (103,523) 103,523
As at 31 May 2024 9,233,743 202,443
Issued to satisfy options (688,843) —
Transfers (173,509) 173,509
As at 31 May 2025 8,371,391 375,952
The transfer of shares between the trusts relate to matching awards provided by the Group under the SIP which are sourced from the ESOT.
The cost of shares held in the ESOT and SIP trust as at 31 May 2025 was £32.0 million (2024: £34.5 million) and the market value was £7.6 million
(2024: £10.4 million).
9. CONTINGENT LIABILITIES AND GUARANTEES
The Company is one of a number of Group companies who are guarantors to the £325.0 million committed credit facility taken out by the Group in
November 2022. The facility comprises a term loan of up to £125.0 million, with the balance as a RCF structure. Further details are provided in note
19 to the Group Consolidated Financial Statements. The amount borrowed by the Group under this agreement as at 31 May 2025 was £157.1 million
(2024: £160.3 million), of which the Company’s borrowing was £nil (2024: £nil).
Notes to the Company Financial Statements continued
Year ended 31 May 2025
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Alternative Performance Measures
The Group’s business performance is assessed using a number of alternative performance measures (APMs). These APMs include adjusted
profitability measures where results are presented excluding separately disclosed items (referred to as adjusting items) as we believe this provides
both management and investors with useful additional information about the Group’s performance and supports a more effective comparison of the
Group’s financial performance from one period to the next.
Like for like (LFL) revenue growth represents the growth on the prior year at constant currency, excluding unbranded sales and the impact of disposals
and acquisitions, and adjusting for the number of reporting days in the period.
Adjusted profitability measures are reconciled to IFRS results on the face of the Consolidated Income Statement with details of adjusting items
provided in note 3 to the Consolidated Financial Statements. Reconciliations between APMs and IFRS reported results are set out below:
Adjusted Consolidated Income Statement
2025 2024
Business Business
performance performance
excluding Adjusting Statutory excluding Adjusting Statutory
adjusting items items results adjusting items items results
£m £m £m £m £m £m
Revenue 513.8 — 513.8 527.9 — 527.9
Cost of sales (307.0) — (307.0) (317.8) (79.0) (396.8)
Gross profit 206.8 — 206.8 210.1 (79.0) 131.1
Selling and distribution expense (85.4) — (85.4) (82.8) — (82.8)
Administrative expense (73.6) (32.8) (106.4) (79.7) (59.6) (139.3)
Share of results of joint venture 7.1 (1.5) 5.6 10.7 (3.4) 7.3
Operating profit/(loss) 54.9 (34.3) 20.6 58.3 (142.0) (83.7)
Finance income 3.9 — 3.9 10.8 1.4 12.2
Finance expense (17.7) (0.3) (18.0) (24.2) — (24.2)
Net finance (expense)/income (13.8) (0.3) (14.1) (13.4) 1.4 (12.0)
Net monetary gain/(loss) arising from
hyperinflationary economies — — — (0.2) — (0.2)
Profit/(loss) before taxation 41.1 (34.6) 6.5 44.7 (140.6) (95.9)
Taxation (9.0) (2.7) (11.7) (6.5) 30.6 24.1
Profit/(loss) for the year 32.1 (37.3) (5.2) 38.2 (110.0) (71.8)
Attributable to:
Owners of the Parent 30.8 (36.6) (5.8) 33.6 (90.6) (57.0)
Non-controlling interests 1.3 (0.7) 0.6 4.6 (19.4) (14.8)
32.1 (37.3) (5.2) 38.2 (110.0) (71.8)
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Alternative Performance Measures continued
Adjusted operating profit and adjusted operating margin
2025 2024
£m £m
Group
Operating profit/(loss) from continuing operations 20.6 (83.7)
Exclude: adjusting items 34.3 142.0
Adjusted operating profit 54.9 58.3
Revenue 513.8 527.9
Operating margin 4.0% (15.9)%
Adjusted operating margin 10.7% 11.0%
By segment
Europe & the Americas:
Operating profit from continuing operations 50.9 0.7
Exclude: adjusting items (14.1) 31.9
Adjusted operating profit 36.8 32.6
Revenue 199.4 200.7
Operating margin 25.5% 0.3%
Adjusted operating margin 18.5% 16.2%
Asia Pacific:
Operating profit from continuing operations 25.1 27.0
Exclude: adjusting items 0.1 1.0
Adjusted operating profit 25.2 28.0
Revenue 173.5 175.2
Operating margin 14.5% 15.4%
Adjusted operating margin 14.5% 16.0%
Africa:
Operating profit/(loss) from continuing operations 18.9 (50.7)
Exclude: adjusting items 4.5 81.0
Adjusted operating profit 23.4 30.3
Revenue 140.9 151.7
Operating margin 13.4% (33.4)%
Adjusted operating margin 16.6% 20.0%
Central:
Operating loss from continuing operations (74.3) (60.7)
Exclude: adjusting items 43.8 28.1
Adjusted operating loss (30.5) (32.6)
Adjusted gross profit and gross margin
2025 2024
£m £m
Gross profit 206.8 131.1
Exclude: adjusting items — 79.0
Adjusted gross profit 206.8 210.1
Revenue 513.8 527.9
Gross margin 40.2% 24.8%
Adjusted gross margin 40.2% 39.8%
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Adjusted share of results of joint venture
2025 2024
£m £m
Share of results of joint venture 5.6 7.3
Exclude: adjusting items 1.5 3.4
Adjusted share of results of joint venture 7.1 10.7
Adjusted profit before taxation
2025 2024
£m £m
Profit/(Loss) before taxation from continuing operations 6.5 (95.9)
Exclude: adjusting items 34.6 140.6
Adjusted profit before taxation 41.1 44.7
Adjusted Earnings Before Interest Depreciation and Amortisation (Adjusted EBITDA)
2025 2024
£m £m
Profit/(Loss) before taxation from continuing operations 6.5 (95.9)
Add back: net finance expense 14.1 12.0
Add back: depreciation 8.0 10.2
Add back: amortisation 4.1 7.1
Add back: impairment and impairment reversal 18.3 24.9
51.0 (41.7)
Exclude: adjusting items
1
15.5 117.6
Adjusted EBITDA 66.5 75.9
1 Excludes adjusting items relating to impairment.
Adjusted earnings per share
2025 2024
pence pence
Basic loss per share (1.38) (13.60)
Exclude: adjusting items 8.72 21.62
Adjusted basic earnings per share 7.34 8.02
Diluted loss per share
1
(1.38) (13.60)
Exclude: adjusting items
2
8.70 21.60
Adjusted diluted earnings per share 7.32 8.00
1 The basic and diluted loss per share are equal as a result of the Group incurring a statutory loss for the year.
2 In 2025, this includes an adjustment of 0.00p per share (2024: 0.03p per share) arising from bringing the diluted loss per share in line with the basic loss per share as outlined above.
Operating profit excluding share of results of joint venture
2025 2024
£m £m
Operating profit/(loss) 20.6 (83.7)
Exclude: Share of results of joint venture 5.6 7.3
Operating profit/(loss) excluding share of results of joint venture 15.0 (91.0)
Free cash flow
2025 2024
£m £m
Cash generated from operations 49.2 47.7
Less capital expenditure (6.9) (6.1)
Free cash flow 42.3 41.6
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Glossary
Term Definition
ANZ Australia and New Zealand
APAC Asia-Pacific region
APM Alternative performance measure
BEST values Our PZ Cussons values (Bold, Energetic, Striving and Together)
CGU Cash generating unit
EBITDA Earnings before interest, taxes, depreciation and amortisation
Employee wellbeing % score based upon a set of questions within our annual survey of employees
EPS Earnings per share
ETR Effective tax rate
Family Care Refers to our Hygiene, Baby and Beauty brands in Nigeria and Africa
Free cash flow Cash generated from operations less capital expenditure
Free cash flow conversion Free cash flow as a % of adjusted EBITDA from continuing operations
JV Joint venture
Like for like (LFL) revenue
growth
Growth on the prior year at constant currency, excluding unbranded sales and the impact of disposals and acquisitions,
and adjusting for the number of reporting days in the period
Net debt Cash, short-term deposits and current asset investments, less bank overdrafts and borrowings. Excludes IFRS 16 lease liabilities
n.m. Represents non-meaningful growth rates
Personal Care Refers to our UK business unit operating our Hygiene brands such as Carex, Original Source and Imperial Leather
Price/mix The effect of pricing, promotional and mix activity on revenue
Revenue Growth
Management (RGM)
Maximising revenue through ensuring optimised price points across customers and channels and across different product sizes
SKUs Stock keeping units
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ANNUAL GENERAL MEETING
The Annual General Meeting will be held at
10:30am on 20 November 2025 at: Manchester
Business Park, 3500 Aviator Way, Manchester,
M22 5TG
FINANCIAL CALENDAR
The key dates for PZ Cussons’ financial
calendar are available on our website:
www.pzcussons.com
REGISTERED OFFICE
PZ Cussons plc
Manchester Business Park
3500 Aviator Way
Manchester
M22 5TG
Tel: +44 (0)161 435 1000
www.pzcussons.com
REGISTERED NUMBER
Company registration
number – 00019457
REGISTRARS
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Tel: +44 (0)370 707 1221
www.computershare.com
COMPANY SECRETARY
Kareem Moustafa
Shareholder Information
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements relating to expected or anticipated results, performance or events. Such statements are
subject to normal risks associated with the uncertainties in our business, supply chain and consumer demand along with risks associated with macro-
economic, political and social factors in the markets in which we operate. While we believe that the expectations reflected herein are reasonable
based on the information we have as at the date of this report, actual outcomes may vary significantly owing to factors outside the control of the PZ
Cussons Group, such as cost of materials or demand for our products, or within our control such as our investment decisions, allocation of resources
or changes to our plans or strategy. The PZ Cussons Group expressly disclaims any obligation to revise forward-looking statements made in this report
or other announcements to reflect changes in our expectations or circumstances. No reliance may be placed on the forward-looking statements
contained within this report.
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Notes
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Manchester M22 5TG
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