PZ Cussons plc Annual Report and Accounts 2026

About Us

BRAND-BUILDING

SINCE 1884.

We are a listed consumer goods business headquartered in Manchester and

employ 2,000people across the PZ Cussons Group.

Retaining the pioneering spirit of our founders, we are focused on building winning

portfolios of locally-loved brands in our lead markets of the UK, ANZ, Nigeria

and Indonesia across the core categories of Personal, Homeand Baby Care.

Our brands are used by millions of people around the world and include Carex,

ChildsFarm, Cussons Baby, Imperial Leather, MorningFresh, Original Source,

Premier, SanctuarySpa, Stella and St.Tropez.

Summary of Financial Performance

Contents

STRATEGIC REPORT

02 PZ Cussons at a Glance

04 A Word from our Chair

06 Chief Executive's Review

10 Business Model

12 Our Strategy

14 Key Performance Indicators

16 Financial Review

20 People and Culture

24 Sustainability

29 Task Force on

Climate-related

Financial Disclosures

33 Risk Management and

Principal Risks

41 Viability and Going Concern

44 Non-Financial

and Sustainability

InformationStatement

45 Section 172(1) Statement

GOVERNANCE

50 Chair’s Introduction

toGovernance

51 Governance at a Glance

52 Our Board

54 Our Executive Committee

56 Board Activity at a Glance

58 Corporate Governance

Statement 2026

65 Nomination

CommitteeReport

69 Audit and Risk

Committee Report

76 Environmental and Social

Impact Committee Report

78 Remuneration

CommitteeReport

81 Remuneration at a Glance

82 Remuneration Policy

91 Report on the

Directors’Remuneration

102 Report of the Directors

FINANCIAL STATEMENTS

106 Independent

Auditor’sReport

114 Consolidated

IncomeStatement

115 Consolidated Statement

of Comprehensive Income

116 Consolidated

BalanceSheet

118 Consolidated Statement

of Changes in Equity

119 Consolidated Cash

FlowStatement

120 Notes to the Consolidated

Financial Statements

172 Company Balance Sheet

173 Company Statement of

Changes in Equity

174 Notes to the Company

Financial Statements

ADDITIONAL INFORMATION

180 Alternative

PerformanceMeasures

183 Glossary

184 Shareholder Information

Read our report online:

www.pzcussons.com/investors

FY26 was a strong year financially, with broad-based growth across each of our four lead markets

translating into higher revenue, profit and cash generation.

Revenue

£541.4m

2025: £513.8m

Operating margin – Statutory

16.0%

2025: 4.0%

Revenue growth – Statutory

5.4%

2025: (2.7)%

Operating margin – Adjusted¹

11.0%

2025: 10.7%

LFL revenue growth¹

5.8%

2025: 8.0%

Net debt

£(25.0)m

2025: (£112.0)m

Dividend per share

3.70p

2025: 3.60p

Basic earnings/(loss) per

share – Statutory

4.70p

2025: (1.38)p

Adjusted basic earnings per share¹

7.14p

2025: 7.34p

1 Alternative performance measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 180 to 182.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 01

PZ Cussons at a Glance

Our markets

FOUR LEAD MARKETS

factoriesoffices

UK | ANZ | NIGERIA | INDONESIA

PERSONAL | HOME | BABY

THREE CORE CATEGORIES

We are building winning portfolios of locally-loved brands in four

lead markets in the UK, ANZ, Indonesia and Nigeria.

With a balance between developed and emerging markets and

building our competitive advantages of go-to-market capabilities

and manufacturing scale, we are targeting double-digit total

shareholder return through the cycle.

employeesrevenue

c.2,000£541.4m

NIGERIA

Other markets with operations or significant presence

FOUR LEAD MARKETS

Salford, UK

Ikorodu, Nigeria

Ilupeju, Nigeria

Tangerang, Indonesia

Nairobi, Kenya

Factories

INDONESIA

ANZ

Aba, Nigeria

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PZ Cussons plc Annual Report and Accounts 2026

INDONESIA

Leading brand in Baby Care with Cussons Baby,

withpresence across Modern and General Trade,

ande-commerce.

Targeting North America in partnership with The Emerson

Group, combining Emerson’s extensive distribution reach and

brand activation capabilities with the brand equity of St.Tropez

and Childs Farm.

OTHER

We also serve a number of other markets, with in-market

operations in Kenya and Ghana and distributors serving other

markets in Africa, Europe and Asia.

ANZ

Leading brands in Home Care and Baby Care.

Leading positions in Personal Care and Baby Care, with

strong distribution and in-house manufacturing.

NIGERIA

Operating in Nigeria for over a century, with a strong footprint

in Personal Care, Home Care and Baby Care and a joint

venture in Electricals.

Our leading brands per market

employees

590

revenue

17%

revenue

11%

employees

390

revenue

32%

employees

820

revenue

25%

* Outside of core categories of Personal, Home and Baby.

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PZ Cussons plc Annual Report and Accounts 2026 03

A Word from our Chair

I am pleased to present the Annual Report for PZ Cussons forthe

yearending 31 May 2026.

PERFORMANCE

This has been a year of good progress for the Group, underpinned

by an improved financial performance and by a clearer strategic

direction, focusing on where we have the most attractive

competitiveadvantages.

The Group has delivered adjusted operating profit of £59.5 million,

and I am particularly pleased to note that this represents a materially

better result than we had indicated to investors at the beginning of the

year. This reflects strong underlying execution across the business

and a more favourable macro-economic backdrop in Nigeria, where

the Naira has remained relatively stable in contrast to the declines in

recent years. On a statutory basis, operating profit grew to £86.8million.

Revenue growth has been achieved across each of our four lead

markets and across each of our top ten brands, demonstrating the

breadth of progress and the benefits of continued investment in

innovation, brand-building and route-to-market capabilities.

The Group has also continued to strengthen its financial position.

Netdebt has reduced from £112.0 million at the end of FY25 to

£25.0 million in May 2026, reflecting strong cash generation from our

operations, and proceeds from the sale of our 50% stake in the PZ

Wilmar joint venture and the disposal of other surplus assets.

STRATEGIC REVIEW OUTCOME

The key milestones in the year have been the completion of the

Board’s strategic review and the announcement of ambitious growth

plans for the business, as part of a wider Group strategy built upon

a portfolio balanced between developed and emerging markets.

Whilewe sold our 50% stake in the PZ Wilmar joint venture, we

made the important decision to retain and grow the remainder of

ourbusiness in Africa.

We also decided to retain the St.Tropez brand and enhance its

distribution. We are pleased with these decisions: revenue in

Africa grew 15% on a like for like basis in FY26 and the partnership

established with The Emerson Group led to growth of 7% for

St.Tropezin North America.

As part of the decision to retain Africa, management has introduced

clear guardrails associated with our operations in Nigeria. These are

now reviewed by the Board at each planned Board meeting. They are

designed to help mitigate the impact of any future macro-economic

shock such as a devaluation, ensuring disciplined management of

cash and foreign exchange exposure.

Following the conclusion of the strategic review, we are now moving

ahead with a clear strategic direction and plan for how we will create

long-term value for shareholders.

At our Capital Markets Event in February, we set out the investment

case for PZ Cussons as a more focused and more resilient business,

targeting attractive total shareholder returns through the cycle. This is

based on:

• building winning portfolios of locally-loved brands across our four

lead markets;

• leveraging strong go-to-market capabilities and manufacturingscale;

• maintaining a balanced footprint between developed and

emergingmarkets; and

• continuing to strengthen the balance sheet with a disciplined

approach to capital allocation.

As part of this, the Board has approved a clear capital allocation

policy and remains focused on maintaining appropriate financial

leverage, and on supporting a progressive dividend while retaining

the flexibility to invest for growth – both organically and through

suitableacquisitions.

Following the conclusion of the strategic

review,we are now moving ahead with a clear

strategic direction and plan for how we will

create long-term value for shareholders.”

David Tyler

Non-Executive Chair

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PZ Cussons plc Annual Report and Accounts 2026

BOARD AND LEADERSHIP

During the year, we were delighted to welcome Jan Bramall as Chief

Financial Officer. Jan joined at an important time for the Group, bringing

significant experience in senior finance and strategy roles across large

international businesses. I know she will build on the good work carried

out by her predecessor, Sarah Pollard, ensuring strong financial controls

and capital discipline. Under the leadership of both Sarah and Jan and

other executives, we are pleased to present our Annual Report and

Accounts this year more than a month earlier than in previous years.

In addition, I would like to express my gratitude to Valeria Juarez and

Jitesh Sodha, who have decided to stand down from the Board at

our AGM on 1 October 2026. Valeria and Jitesh will have each served

as Directors for five years. They have made a valued contribution

to the Board through their insight, judgment and commitment, and

the Company has benefited greatly from their extensive experience

andexpertise.

The Board is now carrying out a professional recruitment process to

select two new Non-Executive Directors. The objective is to create a

balanced composition around the board table with a suitable range

ofskills, experience and diversity.

DIVIDEND

As part of our Capital Markets Event, the Board established a capital

allocation framework which includes a commitment to a progressive

dividend policy. The Board has recommended a final dividend of

2.20p per share, representing growth in the full year dividend for FY26

of 2.8%. This reflects both the significantly improved financial position

of the Group and our confidence in its long-term prospects, while

maintaining an appropriate level of earnings cover and supporting

continued investment in the business.

SUSTAINABILITY

Sustainability remains important to PZ Cussons and is embedded

within how we operate and innovate. We are proud now to have

achieved a 73% reduction in Scopes 1 and 2 carbon emissions in

FY26 vs the FY21 baseline, supporting our progress towards our

ambition for net zero by 2045. In April, we were pleased to become

a founding signatory of the UK Packaging Pact, reinforcing our

commitment to a more circular and sustainable packaging system

inthe UK.

PEOPLE AND STAKEHOLDERS

Our people remain the foundation of our success. I am therefore

delighted to report continued strong employee engagement scores –

particularly in areas such as advocacy for our products and alignment

to strategy.

On behalf of the Board, I would like to thank all our colleagues for

their dedication and hard work. Equally, I would also like to thank our

customers, suppliers, shareholders and other stakeholders for their

ongoing support.

THE FUTURE

We have been disappointed in recent years that the performance of the

Group has not reflected the underlying strengths of the business. The

Board and the executive team have taken positive steps during FY26

and we have entered FY27 with improved momentum, greater clarity on

our portfolio and a much improved balance sheet. Wetherefore remain

confident in the long-term potential of PZ Cussons, supported by strong

brands, attractive markets and a more focused portfolio.

David Tyler

Non-Executive Chair

5 August 2026

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PZ Cussons plc Annual Report and Accounts 2026 05

Chief Executive’s Review

INTRODUCTION FROM OUR CHIEF EXECUTIVE OFFICER

FY26 was an inflection point for PZ Cussons. We concluded a

significant strategic review, evolved our portfolio and developed a

clearer financial framework and capital allocation policy. With the

conclusion of the strategic review in December last year, we set out a

refreshed strategy demonstrating how we are now a more focused and

more resilient business, centred on three core categories of Personal,

Home and Baby Care. We operate in four lead markets of UK, ANZ,

Nigeria and Indonesia with a portfolio of locally-loved brands,

balanced between developed and emerging markets.

At our Capital Markets Event in February 2026, we set out our

competitive advantages of:

1. our winning portfolios of locally-loved brands;

2. our go-to-market capabilities; and

3. our manufacturing scale and agility.

Combined, these advantages provide us in each of our four lead

markets with both the scale to compete with our larger, global peers,

and the focus to compete with smaller, local players. It is these

competitive advantages on which our strategy is based and they are

drivers of the value creation we are determined to deliver.

Strong financial performance

We have delivered a strong performance in the year, with growth

across each of our four lead markets. Our like for like revenue growth

of 5.8% was broad-based, with momentum on both price/mix and

volume. This performance has been supported by a £3.5 million

increase in marketing investment – representing the most we have

invested in marketing in recent years – while delivering cost savings

of £8.5 million. As a result, we have delivered operating profit of £86.8

million and adjusted operating profit of £59.5 million, representing

growth of 8.4%, or 24.5% excluding the contribution from the PZ

Wilmar joint venture in FY25, providing early evidence that the actions

we have taken to reshape the business are beginning to come through

inperformance.

The sale of our stake in the PZ Wilmar joint venture, combined with the

proceeds from the sale of further non-operating, surplus assets and

ongoing cash generation, have significantly strengthened our balance

sheet during FY26. Over the last three years, our gross debt has fallen

by £174.3 million as cash repatriated to the UK, primarily from Nigeria,

has been used to pay down borrowings.

Conclusion of strategic review

In December 2025, we concluded our strategic review of Africa.

The Board took the decision during the year to retain our African

business, having announced the sale of our 50% stake in the non-core

PZ Wilmar joint venture. This decision reflects the strength of the

operations we have in the region and the Board’s view of the long-term

opportunities in the market. Our business demonstrated its underlying

resilience as we navigated a period of volatility and is well-placed

given the greater stability in the Nigerian economy and currency

throughout the year, further benefitting from the guardrails we have

been embedding to mitigate downside risks and limit the impact of

future currency movements.

We also took the decision in the year to retain St.Tropez – our sunless

tanning brand. The Board concluded that value would be maximised

through refreshing the strategy with a renewed operating model built

around a partnership with The Emerson Group in the US, a major

distributor to retail outlets, with a focused and incentivised St.Tropez

team. Our priority in FY26 has been on transitioning to the new

operating model in the US, and we are pleased that the business

returned to growth of 6.9% in North America after two years of double-

digit declines. Although the brand has yet to return to growth in the

UK and Europe in the year, we are confident in its future prospects

globally, building on the refreshed ‘Life is better in St.Tropez’ brand

positioning launching this summer, strengthened New Product

Development (NPD) for this year and next and the recent launch of

St.Tropez on TikTok Shop in the UK.

The business today is simpler, stronger and

more resilient, with clearer priorities and

sharperexecution.”

Jonathan Myers

Chief Executive Officer

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PZ Cussons plc Annual Report and Accounts 2026

DELIVERING AGAINST OUR STRATEGY

With our refreshed strategy launched in February this year, we have

been able to demonstrate good early progress with strategic highlights

inFY26as follows:

Build brands

Building brands is central to our strategy: creating consumer demand

by better understanding and addressing consumer needs and

desires, driving brand equity and in turn supporting pricing power

andvolumegrowth.

During the year, we were pleased with the expansion of our gifting

programme in the UK, with Christmas gift pack sales up over 30%,

growing from our initial focus on Sanctuary Spa. We are now applying

these learnings to broaden our gifting ranges across other brands and

occasions throughout the year. We see a multi-year opportunity to

significantly expand the range of gift packs offered, both in terms of

products and price points, creating incremental demand within the

personal care category.

Innovation has continued to play an important role in driving growth

in our lead markets. Nigeria saw the launch of Carex, while we

completed the phased re-stage of Cussons Baby in Indonesia. In

Australia, we introduced consumer-preferred 1 litre pump packs on

Original Source and our Morning Fresh Auto Dishwash proposition has

continued to strengthen, with shares peaking at up to 10% when on

promotion in customers where the brand is listed, leveraging Morning

Fresh’s position as the market’s leading washing up liquid brand.

Partnerships have been another source of growth, helping to

strengthen brand relevance and extend reach. These included Original

Source’s partnership with social media influencer Spencer Matthews

as part of our sponsorship of HYROX London, building on the use of

well-loved animated characters including Bluey, Zog and The Gruffalo

across Childs Farm and Carex.

We are increasingly focused not only on investing in current-year

campaigns and innovation, but also on strengthening the multi-year

innovation pipeline, including targeted ‘seed’ investment to qualify

future innovation and ‘test and learn’ activity to refine future growth

plans. Reflecting increased confidence in the return on marketing

investment and funded through the reduction in overheads, total

marketing investment increased by £3.5 million versus FY25,

representing the Group’s highest level of investment in recent years.

Serve consumers

We have continued to improve the way we serve consumers by

increasing both the depth and quality of our distribution, ensuring

the right products are available in more stores. In Nigeria, this has

been an important driver of performance for several years. During

FY26, we increased both the number of stores served directly and

the number of Golden Outlets by more than 40%. These are the

stores in Nigeria which see increased investment and focus to

deliverasuperiorshopping experience to consumers. This means

we are reaching more consumers across the country, while also

improving our visibility and influence over how our products are

promoted and presented in-store, supporting stronger execution

andimproved financial returns.

Elsewhere, we are strengthening our ability to serve consumers in

the channels where they increasingly choose to shop. In Indonesia,

e-commerce, including ‘quick commerce’ grew by more than 50% and

now represents 14% of total revenue. This is supported in part by our

expanding live-streaming platform and strong execution across TikTok

Shop and Shopee. TikTok is increasingly important elsewhere too;

inthe UK, we launched St.Tropez on TikTok Shop.

Finally, our partnership with The Emerson Group has helped secure

in-store listings for Childs Farm in US Walmart stores in June 2026,

following the successful launch on Walmart.com earlier in the year.

Thisrepresents an important milestone for the brand, and we will

seekto build on this initial distribution over the coming years.

Reduce complexity

We made good progress in simplifying the Group’s portfolio during

FY26, improving strategic focus and strengthening the balance sheet.

This includes both the disposal of our 50% stake in the PZ Wilmar joint

venture as well as the disposal of a number of surplus, non-operating

assets in Africa and Asia, generating proceeds of £27.6 million during

the year. Together, these actions have strengthened the balance

sheet, reduced our holdings in non-core assets and enabled greater

focus on our core categories of Personal, Home and Baby Care.

We have simplified our operational footprint during the year. We closed

our offices in the US following the decision to partner with The Emerson

Group, and the Childs Farm office in the UK following its integration into

the wider UK business. We have also simplified or streamlined a number

of business processes through the use of AI tools and data analytics.

LFL revenue growth

5.8%

Reduction in Group’s

carbonemissions

1 FY26 Scopes 1 & 2 carbon emissions compared to FY21 baseline.

73%

Reduction in gross debt sinceFY23

£174m

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PZ Cussons plc Annual Report and Accounts 2026 07

Chief Executive’s Review continued

Develop people

We continued to invest in the culture and capabilities required to deliver

our refreshed strategy. During the year, we launched our Employee

Promise, ‘Dare. Discover. Do.’, providing a clearer articulation of the

behaviours and mindset we seek to encourage across the Group. This

supports our ambition to build a more agile, ambitious and consumer-

focused organisation, with teams empowered to act with pace,

accountability and entrepreneurial spirit.

We also launched our engagement survey on a new platform,

enabling more frequent feedback and improved insight into the

employee experience. While the change in platform means that

results are not directly comparable with the prior year, we achieved an

extremely strong 97% completion rate of our c.2,000 employees, with

engagement remaining well ahead of the benchmark for consumer

companies. This provides an important foundation as we continue

to build the capabilities, leadership and ways of working required to

deliver sustainable growth.

Grow sustainably

Sustainability remains central to how we create long-term value.

During FY26, we continued to make progress in reducing the Group’s

carbon footprint, achieving a reduction of 73% compared with the

2021 baseline. This reflects sustained action across our operations

and supply chain and supports our broader commitment to

growresponsibly.

We also continued to make progress on packaging and plastic

reduction. We became a founding signatory to the UK Packaging Pact

and continued to reduce plastic usage across our portfolio, including

through the 1 litre Original Source bottle, which reduces plastic per

litre of product while also offering better value in a preferred pump

format to cost-conscious consumers. These actions demonstrate

how our sustainability agenda can support both environmental

progress and consumer relevance, helping us deliver our purpose:

ForEveryone. For Life. For Good.

Conclusion

Looking ahead, there is plenty more to do, and while we remain

mindful of macro-economic uncertainties, we are confident in the

foundations that are now in place. The business today is simpler,

stronger and more resilient, with clearer priorities and sharper

execution. We are focused on delivering against the financial

algorithm we have set out which seeks to generate double-digit

total shareholder return through the cycle. Our progress throughout

FY26 has been an important step in moving PZ Cussons beyond the

strategic review to a period of more consistent delivery.

On behalf of the Board, I would like to thank our teams across the

Group for their energy and commitment through a period of significant

uncertainty and change. We now move forward with a clearer strategy,

a stronger business and a greater sense of momentum.

Jonathan Myers

Chief Executive Officer

5 August 2026

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PZ Cussons plc Annual Report and Accounts 2026

Imperial Leather

Imperial Leather is a longstanding Personal Care brand in our UK lead market and many

other markets around the world, known for its heritage soaps, shower gels and fragrances

that combine quality and everyday affordability. In FY26, we refreshed our product

formats and packaging and launched our ‘Right Royal Lather’ campaign to update our rich

heritage with amodern twist and plenty of British wit and charm, featuring our new brand

ambassador TomRead Wilson.

For more details, visit:

https://www.imperialleather.com

The first Imperial Leather Bar Soap

launched in

1930

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PZ Cussons plc Annual Report and Accounts 2026 09

STRATEGIC REPORT

Business Model

HOW WE CREATE VALUE FOR ALL STAKEHOLDERS

MACRO-ECONOMIC VOLATILITY

AND MARKET DEVELOPMENT

Economic conditions vary by market, with easing inflation in Nigeria offset by increasing cost pressures

more broadly due to the conflict in the Middle East. In the long term, structural growth opportunities

persist, supported by improving demographics, particularly in our emerging markets.

TREND FY26 CONTEXT AND IMPLICATIONS

Consumers continue to balance affordability with expectations of quality, efficacy and brand trust.

During periods of higher cost inflation, we adapt our product portfolio and propositions to cater both for

consumers seeking to reduce their spending, and for those who continue to seek premium products.

The channels through which consumers purchase products continue to evolve. Growth in discounters,

particularly in the UK, drives growth in private label products, while e-commerce and social media has

driven ‘digital-native’ insurgent brands into our categories. Such dynamics necessitate us in turn to drive

sharper execution across these channels, with clearly differentiated brand propositions.

Regulatory requirements and stakeholder expectations continue to increase, particularly in areas such

as packaging, as evidenced by the introduction in 2025 of the Extended Producer Responsibility tax in the

UK. This requires us to continually adapt, embedding sustainability into operations and maintaining high

standards of governance and transparency.

EVOLVING CHANNELS AND

COMPETITIVE INTENSITY

REGULATION,

SUSTAINABILITY AND

STAKEHOLDEREXPECTATIONS

CHANGING CONSUMER

NEEDS, TASTES AND

VALUEPERCEPTIONS

Trends impacting our business

WHAT THIS MEANS

OUR BRANDS

CONSUMER

INSIGHTS

PRODUCT

DEVELOPMENT

SOURCING AND

MANUFACTURING

DISTRIBUTION

Understanding of

consumers and their

evolving usage and

shopping behaviours.

Translating insight

into products through

the development of

formulations, formats

and packaging.

Procuring raw materials

and converting them

into finished goods

readyfor sale.

Distributing products to

consumers through an

online or physical retailer,

or distributor.

With insights and analytics

teams embedded within

each of our lead markets,

our understanding of

the consumer is at a

local level, allowing us

to develop products that

are focused on serving

localneeds.

Working closely with

insights teams, our

product development

is led by in-market

teams, allowing us to

tailor innovation to local

preferences and to

respond quickly to the

changing needs in each

ofour lead markets.

We use a combination of

in-house and

third-party manufacturing

allowing us to balance

agility and cost while

benefiting from externally-

generated innovation. Key

inputs include palm oil,

surfactants and packaging

such as bottles and jars.

Our distribution channels

vary by geography. In

the UK and ANZ, more

than 90% of revenue is

generated through modern

trade retailers, whether

online or offline. In Nigeria

and Indonesia, the

route-to-market is more

complex, with more than

50% in traditional trade

such as open markets.

HOW THIS IS DELIVERED AT PZ CUSSONS

BRAND-BUILDING ACTIVITY

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PZ Cussons plc Annual Report and Accounts 2026

TREND FY26 CONTEXT AND IMPLICATIONS

Artificial intelligence (AI) is expected to become an increasingly important feature of the wider consumer

goods landscape, shaping how companies understand consumers, develop products, improve execution

and drive efficiency across their operations.

We are already partnering with providers of digital and AI-enabled tools to generate faster and better

insights, including qualitative research, product and concept validation, advertising testing and panel-

based learning. This supports a more locally relevant approach to innovation, helping to translate at speed

insight into product, pack, claims and content.

We also see potential for AI and advanced analytics to support stronger execution across the value chain.

In Nigeria, our teams are using AI to inform how and where to target new distribution, and our supply chain

teams are using it to improve forecasting and demand planning. Across the Group, AI tools are improving

productivity, through helping our teams automate repetitive tasks, improve consistency and reduce

manual effort.

As the technology continues to become more widely adopted with ever-increasing use cases amongst

consumers, customers and suppliers, key for PZ Cussons will be to apply AI in a focused and responsible

way to continue to strengthen our brands, through improved consumer understanding and operational

efficiency while supporting better decision-making across the business.

ARTIFICIAL INTELLIGENCE

AND THE RISKS AND

OPPORTUNITIES FOR

OURBUSINESS

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 INVESTORS

A business with a more focused portfolio and stronger

brands, delivering sustainable, profitable growth.

FOR CUSTOMERS

Our retail partners and customers benefit from

selling our leading brands.

FOR THE ENVIRONMENT

Sustainable sourcing on plastic, paper and palm oil, with

reduced carbon emissions, water usage and landfillwaste.

THE VALUE WE CREATE

OUR BUSINESS MODEL CREATES SHARED, SUSTAINABLE VALUE FOR ALL OURSTAKEHOLDERS.

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PZ Cussons plc Annual Report and Accounts 2026 11

OUR COMPETITIVE ADVANTAGES

OUR STRATEGY IN TEN WORDS

PORTFOLIO

CHOICES

PRIORITIES

FOR USES

OF FREE

CASH FLOW

STRATEGY

LOCALLY-LOVED

BRANDS

~60% OF GROUP REVENUE

DEVELOPED

~40% OF GROUP REVENUE

EMERGING

GO-TO-MARKET

CAPABILITIES

MANUFACTURING

SCALE

BUILD

BRANDS

SERVE

CONSUMERS

REDUCE

COMPLEXITY

DEVELOP

PEOPLE

GROW

SUSTAINABLY

OUR STRATEGY

AND VALUE CREATION FRAMEWORK.

FOUR LEAD MARKETS

Our Strategy

We are building winning portfolios of locally-loved brands across our core

categories of Personal, Home and Baby Care, targeting double-digit total

shareholder return through the cycle.

STRONG

BALANCE SHEET

DOUBLE-DIGIT TOTAL SHAREHOLDER RETURN THROUGH THE CYCLE

PROGRESSIVE

DIVIDEND

BOLT-ON M&A CASH RETURNS

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.

THREE CORE CATEGORIES: PERSONAL, HOME AND BABY CARE

1 2 3

1 2 3 4

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

BALANCED PORTFOLIO

We have focused our business around the three core categories of Personal, Home and Baby Care and across four lead markets of the

UK, ANZ, Nigeria and Indonesia. Our portfolio has a natural balance, split between developed markets and emerging markets – each

playing their own role in delivering for the Group overall.

CLEAR CAPITAL

ALLOCATION POLICY

DOUBLE-DIGIT

SHAREHOLDER RETURN

PRIORITIES FOR

USES OF FREE

CASH FLOW

LEVERAGE

Target adjusted net debt/

EBITDA of 1–1.5x

Progressive dividend

Opportunities for bolt-ons

DIVIDEND

M&A

To be considered relative

toM&A opportunities

CASH RETURNS

We will maintain a strong balance sheet, with

target leverage of 1.0 to 1.5x adjusted net debt/

EBITDA and pay a progressive dividend. We will

target bolt-on acquisitions and these will be

assessed against the potential for cash returns

toshareholders.

Through our portfolio choices, strategy and

capital allocation policy, we will target double-

digit total shareholder return through thecycle.

OUR COMPETITIVE ADVANTAGES

We have breadth and depth in our

retail relationships allowing us to reach

consumers wherever they shop. Our

marketing campaigns are locally-

targeted and activated.

Our brands have significant and cultural

relevance in their home market with

New Product Development based upon

local insights. Our brands can expand

to new markets, but they do not have to.

We benefit from cost and speed-to-

market advantages from our in-house

manufacturing with R&D based within

our markets.

LOCALLY-LOVED BRANDS GO-TO-MARKET CAPABILITIES MANUFACTURING SCALE

Mid-single

digit % like for

like revenue

growth

High-single

digit % EPS

growth at

reported FX

Progressive

dividend

payment

Double-

digit total

shareholder

return through

the cycle

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 13

Key Performance Indicators

Profit margin

Profit margin allows management and investors to determine our relative performance.

Basic earnings/(loss) per share

Basic earnings per share provides management and investors with a key indicator of value enhancement to shareholders.

Dividend per share

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

Net debt is an indicator of the overall debt position and a way to

evaluate the financial strength of the Group.

HOW WE MEASURE

OUR PERFORMANCE.

FINANCIAL KEY PERFORMANCE INDICATORS

FY26 was a strong year financially, with broad-based growth across each of our four lead markets translating into higher revenue,

profit and cash generation.

Revenue growth

Revenue growth allows management and investors to measure our relative performance. Sustainable revenue growth is a key strategic ambition.

LFL revenue growth

5.8%

Revenue growth – Statutory

5.4%

2025

2024

2023

2022

8.0%

10.7%

7.34p

£(112.0)m

5.8%

11.0%

7.14p

£(25.0)m

4.4%

11.0%

8.02p

£(115.3)m

6.1%

11.2%

11.23p

£5.7m

2.9%

11.3%

12.57p

£(9.8)m

(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

5.4%

16.0%

4.70p

3.70p

Operating margin – Adjusted

11.0%

Operating margin – Statutory

16.0%

Basic earnings per share – Adjusted

7.14p

Basic earnings/(loss) per share – Statutory

4.70p

3.70p

£(25.0)

2026

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

NON-FINANCIAL KEY PERFORMANCE INDICATORS

Our brand, sustainability and employee engagement key performance indicators embody our ongoing commitment to key strategic

priorities, providing management and investors with a clear measure of progress.

Carbon reduction and compensation

Achieve a 42% reduction in Scopes 1 and 2 carbon emissions

by2030.

73.3%

reduction since 2021

Annually match residual Scopes 1 and 2 carbon emissions with

carbon credits.

100%

of our emissions in FY26

Packaging reduction

Reduce virgin plastic intensity in our packaging by one third

by 2030.

12.1%

reduction since 2021

Ensure 100% recyclable, reusable or compostable packaging

by2030.

87.4%

of our packaging in FY26

Waste reduction

By 2030, we aim to send zero waste to landfill in those countries

where appropriate infrastructure exists.

88.3%

reduction since 2021

Water intensity

Reduce operational water intensity by 30%.

20%

reduction since 2021

Engagement score

The global engagement survey assesses how well our employees are engaged, which is a key driver of business performance.

83%

1 Alternative performance measures are explained and reconciled to the most directly comparable financial measure prepared in accordance with IFRS on pages 180 to 182.

2 Refer to pages 25 to 27 for further details on our sustainability targets.

3 Refer to page 21 for further details on our employee engagement survey.

Number of top 10 brands in revenue growth

A measure of the quality of our revenue growth.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 15

Financial Review

OVERVIEW OF GROUP FINANCIAL PERFORMANCE

FY26 was a strong year financially, with broad-based growth across each

of our four lead markets translating into higher revenue, profit and cash

generation. Performance was in line with our financial algorithm, set out

at our Capital Markets Event in February. This targets, over the course of

acycle:

• mid-single digit % LFL revenue growth;

• increased marketing investment;

• gross margin expansion; and

• overheads growth limited to below that of revenue.

Revenue in FY26 increased by 5.8% on a LFL basis, while improvements

in gross profit and cost savings of £8.5 million resulted in adjusted

operating profit increasing by nearly 25%, excluding the contribution

from the PZ Wilmar joint venture. We have also increased marketing

investment by £3.5 million supporting a strengthened longer-term

innovation pipeline. Results also included non-recurring gains of

£5.4million related to the revaluation of liabilities in Nigeria as a

resultofthe strengthening of the Naira.

On a statutory basis, operating profit increased from £20.6 million to

£86.8 million reflecting gains on disposals and an impairment reversal

of Sanctuary Spa and compares to a charge in FY25 related to the

impairment of goodwill.

We were pleased to see greater levels of stability in the Nigerian economy

and Naira exchange rate during the year, with inflation falling from over

20% at the beginning of our financial year to 16% in May 2026. Against

this backdrop we delivered continued growth in pricing and volume in

Nigeria. Reported results include a gain associated with the revaluation

ofliabilities within Nigeria, compared to losses in recent years.

Looking ahead however, the guardrails we have been embedding,

including the reduction in intra-group loans and third-party liabilities,

mean that our sensitivity to Naira movements has greatly reduced.

Prior to the reduction in liabilities, a 100 Naira movement compared to

the US Dollar (representing a c.7% move at today’s rates) would have

equated to a more than £7 million change in Group operating profit

brought about by the revaluation of liabilities. That same change in FX

would now be approximately £1.5 million.

Free cash flow remained strong and, together with proceeds from

portfolio transformation activity, enabled a significant reduction in net

debt. Net debt reduced by £87.0 million to £25.0 million at 31 May

2026, representing a reduction in gross debt of £174.3 million over

the last three years resulting from the sale of surplus assets and cash

repatriation from Nigeria to the UK. Our adjusted net debt/adjusted

EBITDA ratio is now 0.7x, strengthening our financial position and

providing flexibility within our capital allocation framework.

Overall, FY26 represents an important step forward in improving

the quality, resilience and consistency of the Group’s financial

performance. While we are mindful of macro-economic uncertainty,

we enter FY27 with a significantly stronger balance sheet and greatly

reduced exposure to Nigerian foreign exchange volatility, with a better

funded innovation pipeline, providing a solid platform from which to

continue delivering against our strategic and financial objectives.

FY26 represents an important step forward in

improving the quality, resilience and consistency

of the Group’s financial performance.”

Jan Bramall

Chief Financial Officer

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

PERFORMANCE BY

GEOGRAPHY

EUROPE AND THE AMERICAS

£m unless otherwise stated FY26 FY25

Growth/

(decline)

Revenue 200.3 199.4 0.5%

LFL revenue growth (%) 0.9% 0.6% —

Adjusted operating profit 36.6 36.8 (0.5)%

Margin (%) 18.3% 18.5% (20)bps

Operating profit 47.2 50.9 (7.3)%

Margin (%) 23.6% 25.5% (190)bps

Revenue grew 0.9% on a LFL basis, with overall price/mix growth of

1.2% and volume decline of 0.3%. Growth across our larger brands

was offset by a decline in performance in St.Tropez in Europe and our

hair care brands.

UK revenue

In our lead market of the UK, revenue grew 0.5% to £175.4 million.

We delivered growth across our washing and bathing brands of Carex,

Imperial Leather, Original Source and Sanctuary Spa. The brands

largely held market share in their respective category segments, with

the overall washing and bathing category growing 5.0%. Sanctuary

Spa was the biggest contributor to growth, driven by a highly

successful Christmas gifting period and the full year benefit of the

Aqua Serenity NPD. Carex continued to benefit from the partnership

with Magic Light Pictures to use the Zog and The Gruffalo animated

characters on key products while Original Source’s performance

was driven by its ‘Nature Hits Different’ campaign and partnership

to sponsor the London HYROX event. Imperial Leather delivered

continued growth launching the ‘Right Royal Lather’ campaign

towards the end of the year. Childs Farm gained market share with

growth in consumer sales driven by the OatDerma range and the

partnership with the Bluey animated character, albeit reported

revenue declined as higher levels of stock held at retailers towards

theend of FY25 normalised throughout the year.

We saw a decline in our smaller brands, primarily Charles Worthington

and Fudge which underperformed their categories, while St.Tropez

revenue declined following strong growth in FY25 which was driven

byvery strong online orders towards the end of that year.

Other Europe and Americas revenue

Outside of our lead market of the UK, revenue grew 3.8%. This comprised

primarily growth of 6.9% in St.Tropez North America where we started

to deliver the benefits from our partnership with The Emerson Group,

established in June 2025, and the refreshed strategy for the brand.

This growth was offset by a decline in continental Europe.

Operating profit

Europe and Americas adjusted operating profit was broadly flat as

improvement in gross margins and good cost containment offset

underlying inflationary increases in overheads. On a statutory basis,

operating profit was £47.2 million which included an impairment

reversal of Sanctuary Spa partly offset by impairment charges for

Charles Worthington and Fudge.

ASIA PACIFIC

£m unless otherwise stated FY26 FY25

Growth /

(decline)

Revenue 173.1 173.5 (0.2)%

LFL revenue growth (%) 3.9% (0.1)% —

Adjusted operating profit 23.9 25.2 (5.2)%

Margin (%) 13.8% 14.5% (70)bps

Operating profit 27.1 25.1 8.0%

Margin (%) 15.7% 14.5% 120bps

Revenue grew 3.9% on a LFL basis, with overall price/mix growth of

3.5% and volume of 0.4%. On a reported basis, revenue declined

0.2% reflecting the depreciation of the Indonesian Rupiah and

Australian Dollar.

ANZ revenue

In our lead market of ANZ, revenue grew 4.0% to £91.3 million. We

delivered strong growth across our largest brands of Morning Fresh,

Radiant and Rafferty’s Garden. Morning Fresh saw its strong market

share in the Hand Dishwash category decline slightly following strong

promotional activity from competitors but this was more than offset

by a very strong performance from our Auto Dishwash NPD which

took two percentage points of share of the segment. Rafferty’s Garden

grew strongly driven in part by early successes of a relaunch into New

Zealand and strong share gains in Australia, while Radiant maintained

share in a growing category. The launch of the 1 litre Original Source

product provided a step-change for the brand in Australia.

Indonesia revenue

In our lead market of Indonesia, revenue grew 10.2% to £60.5 million

driven by growth in Cussons Baby with improvements in both price/

mix and volume. Growth was driven primarily by the phased re-staging

of the overall Cussons Baby brand, focusing in FY26 on Telon Oil, Baby

Wash and Hair Lotion. E-commerce continues to be a major driver of

performance, growing over 50% with very strong growth in TikTok Shop

and Shopee. We continue to expand our live-streaming platform,

extending the duration of the daily operations, whilst increasing the

number of affiliates used to market the brand and optimising ‘always-

on’ promotional activity during key trading dates.

Other APAC revenue

Elsewhere, revenue declined in a number of our smaller, lower-margin

markets in Asia and the Middle East, driven by a strategic focus on

higher margin revenue streams.

Operating profit

Adjusted operating profit declined by £1.3 million to £23.9 million.

This reflected increased marketing investment in our Auto Dishwash

NPD and Cussons Baby re-staging and depreciation of both the

Australian Dollar and Indonesian Rupiah. On a statutory basis,

operating profit grew to £27.1 million reflecting gains on disposal

related to the surplus assets sold in Asia during the year.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 17

Financial Review continued

AFRICA

£m unless otherwise stated FY26 FY25

Growth /

(decline)

Revenue 168.0 140.9 19.2%

LFL revenue growth (%) 14.7% 34.9% —

Adjusted operating profit 21.9 23.4 (6.4)%

Margin (%) 13.0% 16.6% (360)bps

Operating profit 34.2 18.9 81.0%

Margin (%) 20.4% 13.4% 700bps

Adjusting operating profit ex.

share of results of JV

21.9 16.3 34.4%

Margin (%) 13.0% 11.6% 140bps

Revenue grew 14.7% on a LFL basis, with overall price/mix growth of

9.5% and volume growth of 5.2%. On a reported basis, revenue grew

19.2% as a result of the 3% appreciation of the Nigerian Naira.

Nigeria performance

In our lead market of Nigeria, revenue grew 21.7% to £133.0 million

with growth in both price/mix and volume with inflation remaining

high but moderating throughout the year. We delivered double-digit

growth across the majority of our largest brands. Stella – a long-lasting

moisturising jelly and our largest brand in Nigeria – was particularly

strong driven by increased exports and continuing the strategy of

‘de-seasonalising’ the brand – extending the typical purchase period

beyond the harmattan dry season.

Further route-to-market improvements drove growth in volumes,

despite the price increases. The overall number of stores served has

increased over 40% compared to FY25, to 250,000, and the number

of Golden Outlets – those stores which see increased investment and

focus to deliver a superior shopping experience to consumers – has

also increased over 40% to c.14,000. Exports to West and Central

African markets also grew in the year, further supporting growth in

revenue recorded in Nigeria.

Revenue in our Electricals business grew over 20% driven primarily

by the refrigeration sub-category and the ongoing strength of our

exclusive showrooms network. We have continued to invest in

insights-driven and locally relevant (‘Naijanised’) energy saving

innovation for the Nigerian consumer to help protect disposable

income in view of the increased costs of energy.

Other Africa revenue

Elsewhere revenue declined by 1.1% due to temporary disruption at

adistributor affecting exports from Kenya.

Operating profit

Excluding the contribution from the PZ Wilmar joint venture in the

comparative period, adjusted operating profit grew £5.6million

to £21.9 million. This includes a £4.6 million benefit due to

the revaluation of US Dollar-denominated liabilities in Nigeria

following the appreciation of the Naira compared to the prior year.

Marketinginvestment increased significantly compared to FY25

drivenprimarilyby activity supporting the launch of Carex during

theyear and investment in brand and category expansions.

On a statutory basis, operating profit increased by £15.3 million to

£34.2 million representing the non-recurrence of the revaluation

of USDollar-denominated liabilities in FY25 as well as the gain on

disposal of other surplus property assets in FY26.

As a result of the reduction in recent years of intra-group and third-

party liabilities denominated in non-local currency, the Group’s

sensitivity to movements in the Nigeria Naira has greatly reduced.

CENTRAL

£m unless otherwise stated FY26 FY25

Growth /

(decline)

Adjusted operating loss (22.9) (30.5) (24.9)%

Operating loss (21.7) (74.3) (70.8)%

Adjusted central operating loss declined by £7.6 million to £22.9

million. This reflects primarily the structural cost savings programme

the Group implemented during FY25 and a £0.8 million gain associated

with FX revaluation of US Dollar-denominated liabilities in Nigeria but

which benefited a central entity.

After inclusion of the gain on disposal relating to the PZ Wilmar joint

venture and advisory fees incurred in relation to the strategic review of

Africa, central operating loss on a statutory basis was £21.7 million.

This is a reduction from FY25 which included an impairment charge

relating togoodwill.

OTHER FINANCIAL ITEMS

ADJUSTED OPERATING PROFIT

Adjusted operating profit increased by 8.4% to £59.5 million from

£54.9 million in the prior year, or by 24.5% if the contribution from the

PZ Wilmar joint venture is excluded from FY25. This growth was driven

by strong growth in gross profit, reduced overheads and the benefit of

the revaluation of intercompany liabilities, partly offset by increased

marketing investment.

ADJUSTING ITEMS

Adjusting items in the year totalled a net gain of £27.3 million before

tax. This included a net impairment reversal on brand intangibles of

£11.4 million mainly relating to Sanctuary Spa, a £12.6 million gain

on the disposal of non-core properties and a £4.5 million profit on

disposal of the Group’s investment in the PZ Wilmar joint venture.

This compares to a net adjusting expense of £34.6 million in FY25,

which primarily comprised an £18.8 million impairment charge and

costs associated with the Group’s transformation programme.

After accounting for adjusting items, the Group’s statutory operating

profit was £86.8 million compared to £20.6 million in the prior

year. The increase primarily reflects gains on disposals of non-core

assets, a material impairment reversal and the non-recurrence of the

significant impairment charge recognised in FY25.

S e e note 3 for further details on adjusting items.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

NET FINANCE EXPENSE

Net finance expense decreased by £4.7 million to £9.4 million

(2025: £14.1 million), driven principally by lower interest expense on

borrowings as net debt reduced following the sale of the PZ Wilmar

joint venture and a number of surplus assets, as well as continued

strong cashgeneration.

TAXATION

The effective tax rate (ETR) on adjusted profit before tax was 29.7%,

or £14.9 million, an increase from 21.9% in the prior year. This

increase largely reflects the non-recurrence of income from the PZ

Wilmar joint venture which the Group had equity-accounted in the

prior period, recording its 50% share of the joint venture’s post-

tax income in operating profit. On a statutory basis, taxation was

£49.0 million. This includes current and deferred tax effects on the

adjusting items recognised during the year, together with movements

in uncertain tax positions relating to a local tax matter, and a charge

relating to intercompany debt relief following conclusion of the Africa

strategicreview.

EARNINGS PER SHARE

Basic adjusted EPS decreased 2.7% to 7.14p per share. This reflects

growth in profit before tax offset by increased minority interest arising

from the growth in profitability in Nigeria, particularly in our Electricals

business where our share ownership is lower. On a statutory basis,

EPS was 4.70p, compared to (1.38)p in the prior period.

BALANCE SHEET AND CASH FLOW

Net debt as at 31 May 2026 was £25.0 million, compared to

£112.0million at 31 May 2025 driven largely by the proceeds of

£47.8million

from the sale of our 50% stake in the PZ Wilmar joint

venture and proceeds from a number of surplus, non-operating assets

of £27.6 million. The Group has cash of £24.5 million in Nigeria as

at 31May2026. Our adjusted net debt/adjusted EBITDA ratio as at

31May 2026 was 0.7x, compared to a target range of 1.0-1.5x.

£m unless otherwise stated FY26 FY25

Total cash 51.9 45.1

Gross debt 76.9 157.1

Net debt 25.0 112.0

Add back Nigeria cash 24.5 20.2

Adjusted net debt 49.5 132.2

Adjusted EBITDA 72.0 66.5

Adjusted net debt/EBITDA 0.7x 2.0x

Total free cash flow was £54.7 million compared to £42.3 million in

the prior period. The increase reflects the improvement in adjusted

operating profit and the reduction in the cash flow impact of adjusting

items, primarily those related to the transformation activities, partly

offset by a working capital outflow.

£m unless otherwise stated FY26 FY25

Adjusted EBITDA 72.0 66.5

Cash flow impact of adjusting items (5.4) (14.0)

Working capital movement (9.7) 2.3

Capital expenditure (6.1) (6.9)

Share of results of joint venture — (7.1)

Other 3.9 1.5

Free cash flow 54.7 42.3

Net assets increased by £28.6 million to £242.1 million

(2025: £213.5 million), primarily reflecting statutory profit for the

year and favourable FX reserve movements, offset by dividends paid.

At 31 May 2026, the Group had a £270.0 million (2025: £325.0million)

committed credit facility which is available for general corporate

purposes. The credit facility incorporates both a Term Loan, of up to

£70.0 million, originally £125.0 million, with the balance as a Revolving

Credit Facility (RCF) structure. As at 31 May 2026, the headroom on the

committed facility was £193.1 million, compared to£167.5 million at

31 May 2025.

In June 2026, the Group refinanced these facilities, entering into a new

£225.0 million Revolving Credit Facility maturing in June 2030. Further

details on this refinancing are provided in note 19.

FOREIGN EXCHANGE

The movement of Sterling against our other currencies resulted in a

£1.5 million reduction to FY25 revenue as set out below.

% of

FY26

revenue

Average FX rates

Revenue

impact

(£m)FY26 FY25

change

GBP 34% 1 1 — —

NGN (Nigeria) 25% 1,945 2,015 3% 3.8

AUD (Australia) 16% 2.00 1.99 (1)% (0.5)

IDR (Indonesia) 13% 22,468 20,742 (8)% (5.3)

USD (USA) 3% 1.34 1.29 (4)% (0.7)

Other 9% — — — 1.2

Total

100% — — (1.5)

The rates of the Nigerian Naira used in recent reporting periods are

summarised below.

NGN/GBP FY24 FY25 FY26

Rate used for income statement 1,257 2,015 1,945

Rate used for balance sheet 1,893 2,13 6 1,851

1 A final £3.4 million was received in July 2026 resulting in total proceeds of £51.2 million.

2 Table shows the impact of translating FY25 revenue at FY26 foreign exchange rates.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 19

People and Culture

Our focus on people and culture remains

central to our success as we continue to

growthebusiness.

Our purpose acts as our ‘compass’ to help us navigate the direction in

which we take the Company: For Everyone. For Life. For Good.

• ‘For Everyone’ in the sense that we want to serve more consumers

but also signalling our commitment to being an inclusive employer

and to serve the communities in which we live and work.

• ‘For Life’ in the sense that our products make people and things

cleaner but also that we add vitality to our consumers’ lives.

• ‘For Good’, because we want our business to endure as we

make our brands stronger from one year to the next but also

as we seek to do business in the right way, in line with our

sustainabilitycommitments.

OUR VALUES

Our BEST values guide our approach to how we work and make

decisions. As individuals we are Bold; in our teams we are Energetic;

as a business we are Striving; and our shared culture brings us

Together. These values were defined by our people, for our people.

OUR EMPLOYEE PROMISE

We worked with colleagues across our business to define the five

big reasons that people join PZ Cussons and commit to delivering

our brand-building strategy and goals. This helps us to tell our

story succinctly in our recruitment and in a way that aligns with our

purpose, values and leadership framework.

We use our employee promise in internal and external communications

to prospective and current employees through ‘Dare. Discover. Do.’

This reflects our commitment to smart risk-taking (Dare), curiosity

andlearning (Discover) and delivering with accountability (Do).

OUR EMPLOYEE PROMISE &FIVEBIGREASONS

The promise we make to our people; the ‘give’ and the ‘get’

DARE. DISCOVER. DO.

FUTUREPROOF

OUR BRANDS

ACCELERATE

YOUR CRAFT

CREATE YOUR

OWN IMPACT

FLEXIBILITY TO

PERFORM

COLLABORATE

WITHINTENT

INVESTING IN LEADERSHIP CAPABILITY

Last year, we developed a new leadership framework and this year we

embedded it across our business units, helping to create conditions for

high-performance. The framework is built around four pillars, aligned

to our values, and sets out our expectations for our leaders in how they

‘show up’ every day and deliver outcomes through their teams:

• Pioneer

• Drive Performance

• Collaborate to Win

• Inspire

We launched this framework at a senior leadership event, and it is

gradually being implemented across all of our leadership practices,

from recruitment and selection to performance review. We also

developed capability frameworks in critical skill areas such as

marketing and commercial across our business, to continuously

‘raisethe bar’ on the skills we require as a brand-building company

and the career pathways available to colleagues.

DIVERSITY, EQUITY AND INCLUSION

At PZ Cussons, we believe our best ideas come from people who feel

seen, heard and valued. Our diversity, equity and inclusion strategy is

focused on building a culture of belonging, where colleagues feel able

to be themselves and contribute fully. This commitment is reflected

across our markets and brought to life through our employee-led

networks and communities.

We continued to make progress on accelerating women into

leadership. Globally, female representation now stands at 30%,

with women accounting for 46% of senior management roles. Our

global EmpowHER Women’s Network, which supports women to

feel inspired, connected and empowered to thrive, continued to

expand across our markets. The network also continued to create

opportunities for connection and development, including a ‘personal

brand’ event featuring a panel of senior leaders. The session was

hosted by one of the network’s lead members, who previously

completed our graduate programme, and was enriched by a keynote

from Non-Executive Director Kirsty Bashforth.

Our commitment to inclusion was also recognised externally, with

PZ Cussons named Large Organisation Winner at the 2026 Northern

Power Women Awards, recognising the progress we are making to

build a more inclusive workplace.

We remain committed to a Board and Executive Committee that reflects

the diversity of our workforce, consumers and the communities we

serve. Our Board composition exceeds Parker Review targets, with

three Directors from an ethnic minority background. During the

year, we reviewed our position and set a new target of 16% of UK

senior management being from an ethnic minority background to

better reflect the UK working population and the smaller size of our

senior management population. As at 31May2026, 13% of UK senior

management identified as being from an ethnic minority background.

For more details, visit our website:

https://www.pzcussons.com/careers/life-at-pzcussons/

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

RESPONDING TO LOCAL NEEDS

In support of our global activity, our business units have delivered a

series of local initiatives to strengthen employee engagement and

employee development.

For example, in our Europe business unit we designed and delivered

‘Discover Leadership’, a structured development programme rooted

in our leadership framework and directly connected to our employee

promise. And in our Africa, Asia and ANZ business units we invested

in a range of employee events and training activity, ranging from

technical and soft skills courses and ‘lunch and learn programmes’,

to sponsoring brand activity for International Men’s Day in Africa and

International Women’s Day globally.

Following employee feedback, we are also looking at our reward

and benefits programmes at a local level and tailoring our offer. For

example, in our UK geography we launched a new ‘My Benefits’ digital

platform that consolidates benefits and total reward information into

one personalised offer for employees, and we are looking at a more

tailored reward offer for all of our lead markets.

LISTENING TO OUR PEOPLE

Employee voice remains an important input to the Board,

supported by Kirsty Bashforth in her role as our designated

Non-Executive Director for employee engagement. She

continues to attend global employee events, including the

EmpowHER global Women’s Network and global town halls.

During FY26, Kirsty attended roundtables with the Indonesia

and Australia leadership teams, participated in the Indonesia

employee engagement results and actions meeting, and travelled

to Australia and Indonesia to visit the markets, meet with key

suppliers and partners, spend time across employee teams

andfocus groupsand meet with management.

To continue to measure the effectiveness of our work around culture

and leadership at all stages of our ‘employee lifecycle’, from joiners

to leavers, we moved to a new employee survey provider integrated

with Workday, our people management system. This integration

reduces the complexity of administering the survey, provides access

to more data points and supports our move towards a ‘continuous

listening’ model. Together, these improvements will help leaders move

more quickly from feedback to action, with instant access to survey

insights, clearer action planning and a more effective way to act on

the things our people tell us are important.

The transition to a new provider also creates a new baseline for how we

measure engagement and track progress over time. The engagement

score is calculated using a defined set of engagement factors, so

results should be interpreted alongside the wider indicators and

themes, rather than as a like for like comparison with previous years.

This year, participation remained high at 97%, in line with last year’s

survey. We’re also pleased to report an overall engagement score

of 83%, which is 4% above the consumer benchmark. In our new

platform, this engagement score is shaped by four outcomemeasures:

• engagement (how likely colleagues are to recommend PZ Cussons

as a place to work);

• belief (how likely they are to recommend our products or services);

• loyalty (how likely they are to stay if offered the same job

elsewhere);and

• satisfaction (overall satisfaction working at PZ Cussons).

Together, these measures provide a rounded view of how colleagues feel

about PZ Cussons. They capture advocacy, confidence in the products

and services we offer, likelihood to remain with the business, and overall

satisfaction with the day-to-day experience of working forus.

Encouragingly, our engagement outcomes were underpinned

by strong scores in areas that typically drive commitment and

enthusiasm at work. Colleagues reported strong belief in and

advocacy for our products, with 93% favourable scores, reinforcing

core engagement. Alignment to our organisational strategy is also

strong at 83%, notably 9% above the consumer benchmark. Clarity on

expectations remains high, with goal setting at 91%, alongside strong

confidence in management support at 82%.

Our Executive Committee discussed the survey results, including the

areas that matter most to employees and where colleagues told us

they want to see further progress. A clear action plan has been agreed

and will be progressed over the next year. This includes increasing

autonomy through clearer decision rights, reducing workload pressure

through better use of AI and stronger management practices, creating

more opportunities for growth and development, and aligning our

reward approach to support a high-performanceculture.

The Board recognises that assessing and monitoring culture is integral

to its role in promoting the long-term success of the Group and uses

employee engagement as a key indicator in this regard. The Board

reviews the outcomes of the Group’s global engagement survey and

considers insights from its designated Non-Executive Director for

employee engagement as part of its ongoing oversight of culture.

The most recent survey demonstrates overall positive colleague

sentiment and continued strength in underlying engagement

drivers, notwithstanding a period of ongoing change. The survey

also highlights areas for continued focus. These insights are used

by management and the Board to inform and monitor management

actions aimed at strengthening culture and supporting a sustainable

high-performance environment.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 21

People and Culture continued

SHAUN PEVERILL

Marketing Director – Australia and New Zealand

This principle has guided Shaun Peverill’s leadership of the ANZ

marketing agenda since joining PZ Cussons in 2017.

Shaun and his colleagues build locally-loved brands through deep

consumer insight, strong customer partnerships and rigorous

execution. Morning Fresh has strengthened its brand equity, and

Shaun has enabled a culture of continuous innovation, launching new

products such as Morning Fresh Easy Squeeze and Morning Fresh

Auto Dish to expand usage occasions and drive incrementalgrowth.

Across the broader portfolio, Shaun has championed a ‘digital first’

approach to brand-building, accelerating recruitment of parents

for Rafferty’s Garden, and led the evolution of Radiant through

expansion into capsules and the strengthening of core product

lines. More recently, he has supported renewed momentum in

Original Source.

Prior to working at PZ Cussons, Shaun held senior marketing

roles at Mondelēz International and Colgate Palmolive, working

across both Australia and the United Kingdom. He brings a

commercially grounded perspective spanning brand strategy,

category leadership and go-to-market execution, and is deeply

committed to developing high performing teams and embedding a

culture of customer focus, innovation and accountability to deliver

sustainable, long-term growth.

SISKA LAYADI

Sales Director – Asia

Siska Layadi joined PZ Cussons in 2024, bringing more than

two decades of experience across Coca-Cola and other leading

businesses in Indonesia. She leads a team of colleagues in Asia

across field sales leadership and office functions, working closely

with distributors to strengthen execution.

In her first months, Siska prioritised listening to colleagues to

quickly pinpoint the real barriers to growth with support from

the Asia leadership team and then focused on fixing what was

within the team’s control. A key change was smoothing sales

throughout the month to improve forecasting and supply planning

by introducing incentives that moved volume earlier in the month.

She also sharpened trade investment discipline by focusing

teams on the strongest regional SKUs and embedding a ‘start,

stop, continue’ approach following her experience working for an

entrepreneurial ‘start-up’ business, bringing fresh thinking, testing

what works and taking fast action.

Siska has also accelerated e-commerce as a growth engine

across channels, from marketplaces such as TikTok and Shopee to

partners’ digital platforms and the fast-growing reseller economy.

By building an in-house live streaming capability in our Tangerang

factory to sell our brands, the team improved return on investment

while maintaining healthier pricing and avoiding overreliance on

constant promotions.

In FY27, her priorities remain e-commerce acceleration, route-to-

market expansion into new territories, and continued optimisation of

commercial investment. Above all, she is building an agile mindset

with our leaders in Asia, in a fiercely competitive environment

where continuous improvement isessential.

Meet our people

Meet some of the people who bring the experience and judgement needed to support our strategy and culture.

“Our brands are the beating heart of PZ Cussons. Being

entrusted with their stewardship, serving consumers

today while building relevance for the future, is both a

privilege and a responsibility.”

“Change is the only constant in sales and digital

commerce. To win, we must remain agile and always

ready to adapt.”

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

CLARE GOSLING

Group Finance Director

Clare Gosling joined PZ Cussons in 2024 from TalkTalk, drawn

by the opportunity to work in a global FMCG business proudly

headquartered in Manchester. With a career spanning financial

services, retail and telecommunications, she brought a fresh

external perspective to a finance function supporting teams

acrossmultiple business units.

As Group Finance Director, Clare leads financial control,

external reporting, financial planning and analysis, management

accounting, transactional finance and finance transformation. She

oversees a team in multiple locations, with a significant proportion

based in our finance service centre in Indonesia, and she has

focused on strengthening connections across teams and building

consistent ways of working.

This year, Clare is proud of how the Group Finance team has come

together to simplify and strengthen core delivery. By bringing

previously separate responsibilities into one cohesive remit, the

team has further embedded the finance ‘set plays’ that underpin

effective execution: ‘month-end’, ‘year-end’, supporting the Annual

Report and Accounts, budgeting and ongoing work to support

corporate governance reform.

With a dynamic external environment, faster reporting timetable and

IFRS 18 on the horizon, she has sharpened focus on forecasting and

planning, keeping the organisation responsive and disciplined. Clare

is equally proud of the way the Group Finance team maintained strong

delivery through a leadership transition, working collaboratively to

ensure continuity and supporting Jan Bramall to join the Company as

our new Chief Financial Officer as PZ Cussons looks to the future.

YETUNDE BADEJO

Head of Trade Marketing – Africa

Yetunde Badejo is the Head of Trade Marketing at PZ Cussons,

where she leads the delivery of commercial growth and execution

excellence across key channels in Nigeria.

Since joining the business in 2012, she has gained extensive

cross-functional experience and has consistently demonstrated

strong commercial leadership, particularly in revenue growth

management initiatives focused on pricing and product mix

optimisation. Her contributions have helped the Nigeria business

navigate the impact of currency devaluation while sustaining

competitiveness and protecting business value.

In the current fiscal year, Yetunde co-led the successful relaunch

of the Carex brand in Africa, delivering rapid distribution expansion

to 86% weighted distribution across supermarkets and achieving

early market share growth of 1.6% in a highly competitive category.

The relaunch has contributed approximately £2.0 million in

incremental revenue growth for PZ Cussons.

She has also played a key role in strengthening route-to-market

execution and accelerating channel growth. Under her leadership,

the Company’s Golden Outlet programme expanded significantly,

growing direct retail coverage from 500 stores four years ago to

more than 14,000 stores in the current fiscal year.

She is passionate about translating strategy into scalable execution

and remains focused on improving trade investment efficiency while

unlocking sustainable growth opportunities across existing markets.

“Finance works best when it makes the complex

feel simple: clear numbers, clear governance and

awinningteam.”

“I am passionate about translating strategy into action –

at scale.”

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 23

Sustainability

A LONG-TERM APPROACH

TO 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.

Aligned with this purpose, our environmental and social impact

framework, known as Better for All, sets out our priorities and

ambition, helping employees across the Group understand how they

can contribute to delivering measurable progress. The framework

is supported by clearly defined KPIs and informed by a group-wide

materiality assessment, which identified and validated our most

significant environmental and social focus areas.

Our sustainability strategy is also guided by internationally recognised

principles, including our commitment to the United Nations Global

Compact (UNGC) and the United Nations Sustainable Development

Goals (SDGs).

OUR IMPACT ON PEOPLE.

We are committed to safe,

high-quality products, supporting

local communities and providing

a safe, rewarding workplace for

ouremployees.

ALIGNING TO THE SDGs

All our manufacturing sites are accredited to ISO 9001 for quality and

we apply the principles of ISO 10377 to help ensure the safety of our

products for consumers. These standards, alongside robust internal

manufacturing and quality management policies and processes,

provide a strong foundation for delivering safe, high-quality products.

We also take a product stewardship approach to ensure our portfolio

remains fit for purpose over the long term. This includes continually

reviewing product design to respond to evolving consumer safety

requirements, regulatory expectations and environmental considerations.

For more details, visit our website:

www.pzcussons.com/sustainability

COMMUNITIES

We aim to create positive social impact in the communities where

we operate, supporting locally-led initiatives aligned with our values

and business strategy. Our approach focuses on long-term, locally

relevant charity partnerships that resonate with our employees,

communities and brands, underpinned by clear ethical standards

governing how we support social causes. Our Code of Ethical

Conduct requires that our charitable donations are free from political

affiliations or conflicts ofinterest.

HEALTH AND SAFETY

Health and Safety remained a key priority throughout the year, with

continued focus on maintaining a safe workplace for employees,

contractors and stakeholders. We have strengthened our HSE

practices through regular training, risk assessments, compliance

monitoring and continuous improvement initiatives. Our commitment

to workplace safety contributed to improved operational performance

and reinforced our culture of accountability and care.

All our manufacturing sites continue to hold ISO 45001 certification,

demonstrating our ongoing commitment to the highest standards of

occupational health and safety.

During the year, performance improved against key safety indicators,

including a 50% reduction in lost time incidents (LTIs) and a reduction

in both LTIFR

and AAIFR

compared to the prior year.

The two LTIs were 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 to actions that will help us foster a working environment

where a zero-LTI mindset is truly embedded.

FY26 FY25

Change vs

prioryear

Fatalities — — —

LTI

/Yr. 2 4 (2)

LTIFR

0.04 0.07 (0.03)

AAIFR

0.79 0.83

(0.04)

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 FY25 report (from 0.79 to 0.83).

For more details, visit our website:

www.pzcussons.com/sustainability/for-everyone

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

OUR ENVIRONMENTAL

IMPACTS.

We are committed to reducing our

environmental impact through

focused action.

ALIGNING TO THE SDGs

We focus on managing and reducing the environmental impacts

most relevant to our business, with particular attention to carbon

emissions, responsible sourcing and the way we design our

packaging. We also work to minimise waste and water use across

ouroperations, supported by continuous improvement programmes.

We measure, manage and transparently report our performance in the

areas where we have the greatest environmental footprint and where

focused action can deliver the most meaningful outcomes.

All our operating sites comply with local regulations and our Group

standards and all our manufacturing sites are certified to ISO 14001.

PLASTICS AND PACKAGING

Plastics and packaging remain a key focus area for the Group.

Reducing our packaging impact is complex, requiring co-ordinated

action across brands, markets and functions, and a long-term view

ofportfolio design.

Progress against our packaging targets continued in FY26, although

overall improvement was moderated by changes in portfolio mix.

Growth in Beauty in Africa and portfolio shifts in other regions

increased the relative weighting of formats with higher packaging

intensity, partially offsetting the benefits of our reduction initiatives.

While this has impacted the pace of progress at a Group level, we

remain committed to our long-term ambitions and are strengthening

the interventions needed to accelerate future performance.

In FY26, we continued to embed our packaging and plastic

reduction ambitions across the business, building on established

regional targets and brand-level trajectories. This included targeted

interventions to improve material efficiency and reduce per-use

impact, such as the launch of larger pack formats in selected

markets, including 1 litre Original Source packs in Australia,

helpingconsumers reduce packaging intensity over time.

We also continued to increase the use of post-consumer recycled

(PCR) plastic across our portfolio and to push technological

boundaries to unlock new solutions. This included the introduction

of 100% PCR caps on selected brands in the UK, demonstrating

the potential to scale higher recycled content across our portfolio.

These initiatives support progress towards our long-term virgin

plastic reduction ambitions while strengthening brand relevance

andportfolio resilience.

In the UK, Extended Producer Responsibility (EPR) is an operational

reality. We have responded by embedding sustainability considerations

into our Stage and Gate governance process, ensuring packaging

design decisions consider both environmental performance and

regulatory risk from the outset. This approach helps us deliver more

sustainable products over time while managing future compliance

and cost exposure.

Alongside plastics, our global paper target continues to support our

wider sustainability strategy. We aim to increase the use of recycled

or certified paper, sourced from responsibly managed forests and

certified to standards such as FSC, PEFC or equivalent, helping to

protect forest resources and reduce pressure on virgin materials.

FY26 FY25

Reduce virgin plastic intensity

in our packaging by one third

by 2030 from a 2021 baseline

(12.1)%

compared to

baseline

(12.5)%

compared to

baseline

Ensure 100% recyclable,

reusable or compostable

packaging by 2030

87.4% 86.1%

Use 100% certified or

recycledpaper by 2025

95% 96%

1 FY26 data reflects enhanced coverage and reporting accuracy across markets. FY25 data

has not been rebaselined and is not directly comparable.

2 ~99% coverage in FY26 and ~95% in FY25 (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.

WASTE

Waste reduction remains a priority across our operations, supported

by sustained site-level programmes and continuous improvement

activity. Strong progress has been made in recent years, with several

manufacturing sites already operating with no waste sent to landfill,

reflecting effective waste segregation, improved material handling and

engagement with local waste management partners.

Across the Group, all manufacturing sites operate formal waste

reduction programmes, with waste streams regularly reviewed and

mapped to identify opportunities to reduce, reuse or recycle materials

before disposal. Actions are prioritised locally, taking account of

operational context and available infrastructure.

While the remaining waste sent to landfill represents the most

challenging waste streams to divert, we continue to explore industry

best practices, recovery solutions and local waste management

partnerships to support our 2030 goal.

Target FY26 FY25

FY21

baseline

By 2030, we aim to send

zero waste to landfill

in thosecountries

where appropriate

infrastructureexists

(88.3)%

compared to

baseline

(88.1)%

compared to

baseline

141

tonnes

1 In Africa such infrastructure does not currently exist.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 25

WATER

Reducing water use remains an important focus across our

operations, supported by continuous improvement programmes to

drive efficient and responsible use. We continue to measure, manage

and report progress against our operational water intensity target, with

performance monitored at site level and supported by ongoing data

quality improvements.

Absolute water consumption remained broadly in line with the

prior year, reflecting continued focus on water management across

our operations. We remain committed to improving efficiency and

enhancing our understanding of water-related impacts as we continue

todevelop our longer-term water stewardship approach.

Water has emerged as a priority area as expectations and best practice

continue to evolve. Building on our existing approach, we are working to

further refine how we assess, measure and report water impacts across

the Group.

Target FY26 FY25

Reduce operational water

intensity by 30% by2030

froma 2021 baseline

1,2

(20)% compared

to baseline

(29)% compared

tobaseline

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 the Carbon Disclosure

Project(CDP).

Targets

Continue to use 100% responsible palm oil in our products aligned

toNDPE (no deforestation, peat or exploitation) principles

Continue to use 100% of recycled or certified paper

Our palm progress is annually disclosed on our website via the Palm

Progress Report. Numbers are verified by Earthworm Foundation

using the Starling satellite system.

Our paper progress is disclosed on page 25 of this report.

For more details, visit our website:

www.pzcussons.com/sustainability/for-life

Sustainability continued

REDUCING CARBON EMISSIONS

Our climate programme is focused on the reduction of greenhouse

gas emissions across our operations and value chain, supported by

aclear set of carbon KPIs and a disciplined approach to delivery.

We continue to make strong progress against our Scope 1 and

2 reduction commitment, driven by energy efficiency initiatives,

zero carbon electricity procurement and structural improvements,

including outsourcing on-site power generation in Africa. In FY26,

our market-based Scope 1 and 2 footprint decreased by 14.6% and

energy consumption reduced by 12.5% versus FY25.

Alongside operational decarbonisation, we are strengthening Scope

3 data quality and methodology. In FY26, we identified the need to

re-baseline Category 11 following an update to the emissions factor

and underlying methodology, and Scope 3 numbers are presented on

a like for like basis.

We recognise that a small proportion of operational emissions remain

after reduction efforts. In recognition of this, we purchase carbon

credits as a complementary measure, supporting investment in climate

mitigation activities. We continue to procure Gold Standard certified

abatement credits, with third-party verification of the number of credits

purchased and retired against the relevant year’s verified Scope 1 and 2

emissions. These credits do not reduce our reportedemissions.

Transparency remains central to our approach. We continue to

support CDP disclosure, building on our A- score in the 2025 climate

assessment. Our carbon inventory is independently assured: Scopes

1 and 2 by BIP.Verco and Scope 3 by SE Advisory Services. Reports are

available on our website.

Target FY26 FY25

Achieve a 42% reduction

in Scopes 1 and 2 carbon

emissions by2030 from a

2021 baseline

(73.3)%

compared to

baseline

(68.7)%

compared to

baseline

Achieve net zero emissions

across Scopes 1, 2 and 3

from

a 2021 baseline

1,2

(25.5)%

compared to

baseline

(33.4)%

compared to

baseline

4,5

Annually match residual

Scope1 and 2 carbon

emissions with

carbon credits

100% of our

emissions

100% of our

emissions

1 Information assured and verified by BIP.Verco. Report is available on our website.

2 Information assured and verified by SE. Report is available on ourwebsite.

3 The figures presented for FY26 current reporting year are from the latest available data

which for Scope 3 is the FY25 inventory and for Scopes 1 and 2 is the FY26 inventory.

Bothare verified by third-party experts.

4 The figures presented for FY25 previous reporting year are from FY24 for Scope 3 and from

FY25 for Scopes 1 and 2. Both are verified by third-party experts.

5 This figure was re-stated from FY25 report (from 31.1% to 33.4%).

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

EMISSIONS TABLES

Greenhouse gas emissions and energy consumption*:

FY26 FY25 FY21 baseline year

UK Global Total UK Global Total UK Global Total

Energy consumption used to calculate

emissions(MWh)

5,899 64,640 70,539 5,910 74,700 80,610 6,209 158,214 164,423

Scope 1

Emissions from activities for which the Company

owns or controls, including combustion fuel and

operation of facilities (Scope 1) (tCO

438 9,867 10,305 451 11,672 12,123 785 30,637 31,422

Scope 2

Emissions from purchase of electricity, heat,

steam and cooling, purchased for own use

(Scope 2 location-based) (tCO

e) 726 8,359 9,085 713 6,674 7, 3 87 833 7,815 8,648

Emissions from purchase of electricity, heat,

steam and cooling, purchased for own use

(Scope 2 market-based) (tCO

e) — 180 180 — 159 159 — 7,815 7,815

Total Scopes 1 and 2

Total gross Scope 1 and 2 location-based

emissions(tCO

1,16 4 18,227 19,391 1,16 4 18,346 19,510 1,618 38,451 40,069

Total gross Scope 1 and Scope 2 market-based

emissions (tCO

438 10,047 10,485 451 11,830 12,281 785 38,451 39,236

Intensity ratio tCO

e (Scope 1 and 2 market-based)

/£100,000 revenue

0.24 2.81 1.94 0.25 3.57 2.30 0.18 21.6 6.50

Total out of scope emissions (tCO

— 88 88 — 2,652 2,652 — 2,159 2,159

Scope 3

2,3

Cat 1 Purchased goods and services 425,380 449,487 521,758

Cat 2 Capital goods 142 499 312

Cat 3 Fuel and energy-related activities 5,501 5,774 6,316

Cat 4 Upstream transport and distribution 19,224 62,102 155,957

Cat 5 Waste generated in operations 341 1,571 1,860

Cat 6 Business travel 2,142 1,749 227

Cat 7 Employee commuting 1,962 1,741 2,268

Cat 8 Leased assets 1,059 1,260 608

Cat 9 Downstream transport and distribution 10,379 22,581 48,390

Cat 10 Processing of sold products n/a n/a n/a

Cat 11 Use of sold products 1,075,439 1,459,393 2,629,913

Cat 12 End-of-life treatment of sold products 40,000 53,162 71,954

Cat 13 Downstream leased assets n/a n/a n/a

Cat 14 Franchises n/a n/a n/a

Cat 15 Investments

1,344,194 552,817 463,938

* All emissions have been calculated following the Greenhouse Gas Protocol Corporate Standard. The verification statement available on our website provide further details on methodology

andboundary.

1 Information assured and verified by BIP.Verco. Report is available on our website.

2 Information assured and verified by SE. Report is available on our website.

3 Calculating and verifying Scope 3 data is a complex and time-consuming exercise. The figures presented for FY26 current reporting year are from the latest available data which is the FY25

Scope 3 inventory and for FY25 previous reporting year is from FY24 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 27

OUR BEHAVIOURS AS A BUSINESS.

We are committed to responsible business practices across our operations and value chain. 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.

• Supplier Code of Conduct.

• Modern Slavery Statement.

Code of Ethical Conduct

Our Code of Ethical Conduct (COEC) sets out the ethical principles and standards of behaviour expected across PZ Cussons. It provides

guidance to support compliance with the UK Bribery Act and equivalent legislation in other jurisdictions, and applies to all employees,

contractors, Directors, senior leaders, joint venture partners and third parties acting on our behalf.

The COEC also addresses key risk areas, including anti-bribery and corruption, modern slavery, supply chain due diligence, animal testing,

whistleblowing and the prevention of financial crime. It is supported by a wider suite of Group policies, as detailed in the Audit and Risk

Committee Report.

We reinforce understanding of the COEC through annual employee confirmation, onboarding and targeted training. New joiners complete

mandatory ethics and anti-bribery training, while additional face-to-face engagement is delivered in higher risk markets and manufacturing

sites to support consistent understanding and application across the business.

Modern Slavery Statement

Our Modern Slavery Statement sets out our commitment to preventing all forms of slavery and human trafficking across our supply chain. This

commitment is underpinned by our SCOC and procurement policies, which set clear expectations for ethical and responsible business practices.

Sustainability continued

For more details, visit our website:

www.pzcussons.com/sustainability/policies-and-disclosures

Supplier Code of Conduct

The Supplier Code of Conduct (SCOC) aligns with our COEC and requires suppliers to comply with applicable laws and regulations, uphold

human rights standards and meet our requirements on issues such as modern slavery, labour practices and animal testing.

We apply a risk-based approach to supplier due diligence, screening vendors through our third-party risk framework and requiring agreement

to the SCOC as part of onboarding. Progress continues to be made in securing supplier commitments, supported by the Dow Jones platform,

which strengthens oversight and supports our ambition of full compliance across our direct supply base.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 and 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 pages 78 to 80 of this report.

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 76

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. 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 ANZ, 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, which limits global warming to 1.5°C by 2100 through

stringent and immediately introduced climate policies and innovation,

reaching net zero CO

emissions around 2050 – linked to SSP1-1.9

(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 – linked to SSP5-8.5 (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).

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 29

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 SSP1-1.9 and SSP5-8.5.

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

Medium risk

Major financial impact:

>8% and <12% of adjusted operating profit

High risk

Severe financial impact:

>12% of adjusted operating profit

1 Alternative performance measures are explained and reconciled to the most directly

comparable financial measure prepared in accordance with IFRS on pages 180 to 182.

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 31 and 32.

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 1.5°C

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 monitor climate-related risks and opportunities and

incorporate any material findings into our strategy, risk management

and transitionplanning.

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 33 to 40 of this Annual Report and Accounts.

Specifically, our Risk Management Methodology on page 34 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 34.

Climate change forms part of our ‘Sustainability and the Environment’

Principal Risk, with further information on how we manage this risk

provided on page 40.

Task Force on Climate-related Financial Disclosures (TCFD) continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

ST Short term

MT Medium term

LT Long term Low risk Medium risk

High risk

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.

The short-term relative

financial impact of carbon

pricing with regard to the

Scope 3 scenarios increased

in FY26, primarily reflecting a

re-assessment of the period

covered by the short-term

time horizon which factors in

higher projected carbon prices

over that period, rather than

a material change in the

Group’s underlying exposure.

Scope 1 & 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

Scope 1 & 2

current

policies

Scope 3

net zero

Scope 3

current

policies

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 31

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 European

packaging portfolio to minimise exposure

to non-recyclable packaging fees under UK

EPR eco-modulation. While the implications

of the EU PPWR remain under assessment,

the packaging optimisation activities already

underway for UK EPR are expected to help

mitigate some of the potential 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.

The relative financial impact of

the cost of energy with regard

to the net zero scenario across

all time horizons increased

in FY26, reflecting enhanced

modelling of the energy

transition, including greater

electrification and higher

projected electricity prices.

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.

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 24 to 26 of this Annual Report andAccounts.

Task Force on Climate-related Financial Disclosures (TCFD) continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Risk Management and Principal Risks

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.

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.

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.

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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 33

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.

Our Risk Management Methodology

Risk Management and Principal Risks continued

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.

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 activities.

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.

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.

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.

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.

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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 ongoing conflict in the Middle East means the Group’s overall residual risk profile has increased slightly, driven primarily by increasing risks in

relation to ‘Macro-economic and Financial Volatility inc. Foreign Exchange’, ‘Geopolitical Instability’ and ‘Supply Chain and Logistics’, with these

increases driven by worsening global conditions rather than any deterioration in the effectiveness of existing controls or mitigations. In addition

to this, the Group’s Principal Risk relating to ‘Talent Development and Retention’ has reduced following the completion of the Strategic Review.

‘Business Transformation’ has been removed as a standalone Principal Risk, as transformation activities are now embedded across all functions

and reflected within other Principal Risks. In addition, the former ‘IT and Information Security’ risk has been separated into ‘Cybersecurity’ and

‘IT Infrastructure and Systems’ to better reflect their distinct risk profiles and management, consistent with evolving market practice and the

Group’s increasing risk maturity.

LINK TO STRATEGY

TREND

Build Brands

Serve Consumers

Reduce Complexity

Grow Sustainably

Develop People

Increase NewDecreaseNo change

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

macro-economic and political decisions in some of our

jurisdictions, and the consequences of those decisions

may impact our ability to access foreign currency to

settle inter-company liabilities, including the repatriation

of cash totheUK through 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.

• 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.

• 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 35

Risk Management and Principal Risks continued

RISK 2: CYBERSECURITY

Trend:

Link to Strategy:

Description of risk: How we manage the risk:

We communicate with our customers and suppliers

electronically, and our operations involve the processing

and storage of personal, confidential and commercially

sensitive data. As a result, we are exposed to the risk of

cyberattacks, data breaches, ransomware, phishing and

other malicious activity which could compromise the

confidentiality, integrity or availability of our information.

Ongoing global instability, increasing geopolitical

tensions and the growing sophistication of

cyber-criminal activity, including the use of generative

AI, have continued to elevate the cyber threat

landscape. A successful cyber incident could result

in operational disruption, financial loss, regulatory

sanction, reputational damage, and loss of stakeholder

trust, as well as potential compromise of data across

our extended supply chain.

• The Information Security Risk Committee meets throughout the year to govern and

review matters relating to the security and protection of information and associated

risks, with representation from across the business.

• A centrally governed IT function continuously monitors known and emerging cyber

threats that may impact the Group.

• Our cybersecurity control framework is a blend of best-practice, industry-based models.

• We deliver an ongoing information security awareness and phishing training

programme to ensure that both business and personal information remain protected.

• We have enhanced our security capability through an additional dedicated managed

cybersecurity partner, providing specialist expertise and supporting our internal team.

• We utilise the support of the National Cyber Security Centre (NCSC) to assist with

monitoring our external cyber estate for potential threats.

• A comprehensive set of information security policies is in place covering all aspects

ofcybersecurity.

• As part of our risk-based approach to assurance, we have continued to conduct

internal audits and risk deep dives into this area.

• We have implemented advanced security technologies, including AI-enabled threat

detection and continuous security monitoring tools, designed to prevent, detect and

respond to cyber incidents.

RISK 3: GEOPOLITICAL INSTABILITY

Trend:

Link to Strategy:

Description of risk: How we manage the risk:

The Group operates across markets whose underlying

political, economic and regulatory conditions can shift

materially when triggered by geopolitical events.

Conflicts, trade wars, economic and political

polarisation, nationalisation of supply chains and

energy crises could disrupt the environment in which we

operate, both within our markets and across our wider

value chain. Political instability can also 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 increased

costs, reduced consumer affordability and difficulty in

strategic forward planning. During the year, the conflict

in the Middle East and the resulting closures of the Strait

of Hormuz drove the largest oil supply shock on record.

The transmission channels to the Group include an

elevated energy and freight cost environment, palm oil

and surfactant input price pressure, currency volatility,

and inflationary pressure on consumer affordability in

our markets.

Sustained deterioration in these conditions could

materially affect the Group’s financial performance,

margin delivery, market share and 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

simplify 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.

• As a direct response to the conflict in the Middle East, specific and regular risk-based

governance forums are in place to ensure the Group is best placed to mitigate risk

where possible.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

RISK 4: IT INFRASTRUCTURE AND SYSTEMS

Trend:

Link to Strategy:

Description of risk: How we manage the risk:

Our manufacturing, sales, distribution and support

operations are dependent on reliable, resilient and

secure IT infrastructure and enterprise systems.

Prolonged disruption, failure or degradation of critical

systems, networks or third-party IT services could

adversely impact our ability to operate effectively, fulfil

customer demand, process transactions, or access

management information.

System outages, infrastructure failures, supplier service

interruptions, capacity constraints or ineffective disaster

recovery arrangements could result in operational

disruption, increased costs, and reputational harm.

The risk is heightened by increasing system complexity,

dependence on third-party technology providers and

the need to maintain high availability across a globally

distributed operating model.

• Our IT systems and infrastructure are centrally governed, with ongoing monitoring of

system performance, stability and availability.

• Critical business systems and data are backed up in line with our control framework,

and disaster recovery and recovery testing is undertaken regularly.

• We use globally recognised technology and hosting partners with embedded resilience

and continuity capabilities.

• IT service providers are subject to appropriate due diligence, performance monitoring

and contractual service level agreements.

• System availability and performance are actively monitored, and issues are

escalated and addressed through established incident management and change

managementprocesses.

RISK 5: SUPPLY CHAIN AND LOGISTICS

Trend:

Link to Strategy:

Description of risk: How we manage the risk:

Our ability to make and move product, and to get

finished products to our customers and consumers at

the right time and at a reasonable price, is fundamental

to business performance.

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.

Where geopolitical instability disrupts key shipping

routes, energy markets or regional supplier operations,

as seen in parts of the Middle East, this could

exacerbate volatility in freight availability, extend lead

times, increase input costs and adversely impact

continuity of supply.

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.

• 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.

• 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.

• We continue to actively monitor geopolitical developments, including in the Middle

East, working closely with logistics and procurement partners to manage potential

disruption to transport routes, lead times and costs.

LINK TO STRATEGY

TREND

Build Brands

Serve Consumers

Reduce Complexity

Grow Sustainably

Develop People

Increase NewDecreaseNo change

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 37

Risk Management and Principal Risks continued

RISK 6: 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.

RISK 7: 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 see

employee engagement, reward and wellbeing as

continuedpriorities.

• 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.

• 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, 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.

• 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

RISK 8: 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 and leakage of

confidential information as employees establish how

to use the new tools. 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, 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 whistleblowing line is in operation, which gives employees

and contractors the chance to raise issues to be investigated by the Ethics and

Compliance team.

LINK TO STRATEGY

TREND

Build Brands

Serve Consumers

Reduce Complexity

Grow Sustainably

Develop People

Increase NewDecreaseNo change

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 39

RISK 9: 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.

• Our third-party risk management tool, which include 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.

RISK 10: 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 that 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 Management and Principal Risks continued

LINK TO STRATEGY

TREND

Build Brands

Serve Consumers

Reduce Complexity

Grow Sustainably

Develop People

Increase NewDecreaseNo change

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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

had, as at 31 May 2026, a £200.0 million committed Revolving

Credit Facility which is available for general corporate purposes

and a £70.0million Term Loan. As at 31 May 2026, the Group had

headroom on the committed facility of £193.1 million and net debt

of £25.0million comprising cash of £51.9million and borrowings

of £76.9million. On9 June 2026, the Group agreed terms on a new

four year £225.0million Revolving Credit Facility (see note 19 for

furtherdetails).

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.

Management has prepared a base case forecast for the going concern

period and, consistent with the approach taken at 31May2025, has

modelled the following severe but plausible downside scenarios:

a 5% reduction in Group revenue, a Group gross margin decline of

200bps and a 10% decline in the Naira exchange rate from the USD/

NGN 1,450 rate used in the base case forecast. The scenario set has

been updated in FY26 to reflect emerging geopolitical risks, including

a prolonged conflict in the Middle East with the impact extending

to 18 months. None of these severe but plausible scenarios, either

separately or in combination with another, forecast a breach in

covenants prior to management action and there remain mitigating

actions available to management should they be required. The

Directors consider it appropriate to continue to adopt the going

concern basis in preparing the Consolidated 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 10 to 11 and the Group’s diversified

portfolio of products, operations and customers, which reduce

exposure to specific geographies, markets and customer/product

combinations; strong product demand; the market share and

penetration of our focus brands; and the resilience and strength of

our 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 2031 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 40. These principal risks

were assessed both individually and collectively. While the principal

risks all have the potential to affect future performance, none of

them are considered likely, either individually or collectively, 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 41

Viability and Going Concern continued

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 2031.

For the viability assessment, management considered the availability

of committed credit facilities through the viability period. As at the

balance sheet date, the Group has £270.0 million of committed

funding, including a £200.0 million Revolving Credit Facility, although

on 9 June 2026 had completed a refinancing of its Group committed

borrowing arrangements with agreement of a new four year £225.0

million Revolving Credit Facility with two, one year extension options.

The viability assessment extends beyond the current contractual

maturity date of the Group’s committed borrowing facilities.

Consistent with previous refinancing exercises, management has

assumed that the Group will refinance or extend its committed

funding arrangements prior to maturity and has concluded that this

assumption is reasonable given the projected financial position and

covenant headroom of the Group throughout the assessment 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.

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 covenant to be breached, EBITDA would need to

fall significantly from the current level which the Board do 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 its viability review, the Board confirm that there is

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 their assessment to 31 May 2031.

2026 Scenarios modelled Link to Principal Risks Mitigation

1. MACRO-ECONOMIC AND GEOPOLITICAL

Nigerian Naira devaluation – reduced profitability as a result

of a 50% 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

3. Geopolitical instability

The African guardrails have been developed to

ensure that the Group is not put at risk as a result of

its African footprint. Performance against agreed KPIs

are a standing agenda item at the UK PlcBoard.

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.

6. 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

three months in FY27, followed by three months of 50%

operationalcapacity.

5. 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 FY28.

2. Cybersecurity

8. Legal and

regulatorycompliance

10. 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Morning Fresh

Morning Fresh is a leading Australian dishwashing brand, trusted since 1980

and holding nearly half of the hand dishwash category in Australia

. In FY26, we

expanded into Auto Dish and also launched our Easy Squeeze format to reduce

waste and improve ease of use.

For more details, visit:

https://morningfresh.com.au/

Market share of

48%

1 Nielsen Australia Grocery Scan as at 17 April 2026.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

43PZ Cussons plc Annual Report and Accounts 2026

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 29

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 24 to 28

1(b) Employees Our employee engagement policies and practices. Page 46

1(c) Society We are proud of the contributions we are able to make to the

communities in which we operate.

Pages 24 and 47

1(d) Human rights Our policies and due diligence to ensure the integrity of our

supplychain.

Page 28

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 28

2(a) Business model Our business model. Page 10

2(d) Principal risks Our Principal Risks.

Our approach to risk management.

Page 35

Page 33

2(e) Non-financial key

performance indicators

Our primary non-financial key performance indicators. Page 15

For further details on our sustainability policies and disclosures, see our website:

www.pzcussons.com/sustainability

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Section 172(1) Statement

HOW THE BOARD CONSIDERS

OUR STAKEHOLDERS.

We aim to create long-term value for everyone we work with

The Board’s role is to promote the long-term success of the Company for the benefit of shareholders as a whole. In doing so, it considers the

interests of key stakeholders, including employees, customers, suppliers, communities and the environment, together with the likely long-term

consequences of its decisions.

Management brings stakeholder considerations into Board discussions through regular reporting, including updates on employee engagement,

customer and market performance, supply chain matters and sustainability.

The Board considered stakeholder impacts in its principal decisions during the year, with further detail set out in the Principal Decisions section

on pages 48 to 49.

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) as listed below:

Section 172(1) factors Where addressed Page number or website

(a) consequence of any decision in the

long-term

• Company values

• Our business model

• Our strategy

• Board activity

Page 20

Page 10

Page 12

Page 56

(b) the interests of the company’s employees • People and culture

• Diversity and inclusion

• Environmental and Social Impact

CommitteeReport

• Board activity

Page 20

Page 76

Page 56

relationships with suppliers, customers

and others

• Sustainability Report

• Modern Slavery Statement

• Board activity

Page 24

Page 28 and website

Page 56

(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 24

Page 28 and website

Page 56

Page 26 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 28 and website

(f) the need to act fairly as between

members of the company

• Shareholder engagement

• AGM

• Remuneration Policy

• Voting rights

Page 47

Page 50

Page 82

Page 104

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 45

Section 172(1) Statement continued

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 portfolios to win.

• To create enthusiastic consumers and advocates for

our brands.

• To create a supportive environment, where everyone

feels valued and a strong sense of belonging is fostered.

• 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 communicate our strategy and progress

against that.

• To ensure our supplier relationships remain

as long-term partnerships.

• To create and sustain robust, lasting and

mutually beneficial relationships.

• To 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.

• Ensure stable, long-term and mutually

beneficial relationships.

• Minimise costs.

• Ensure product and service quality.

• Be innovative.

• Reduce the environmental impact of our

products (packaging and plastic).

• Reduce our carbon emissions.

• Be aware of cost-of-living and living standards.

• Engage employees and have a positive

impact on local communities.

• 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 roadshow meetings for

institutional shareholders.

• Ad hoc investor events.

• Our AGM is an opportunity to listen to our

shareholders and respond to any concerns

they may have or perspectives they may

wishto share.

• Engagement is led by our dedicated Investor

Relations Director whose role is to strengthen

relationships 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

• Undertakes market visits and engages with customers

and consumers on an ad hoc basis during site visits.

• Receives regular market reviews from business

unitleadership.

• Reviews customer service, consumer insights

and related 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.

• The 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

• Continue to deliver broad-based growth through

targeted investment in innovation and brand-building,

supported by strong commercial execution across the

Group’s lead markets.

• Maintain a focus on building winning portfolios of

locally-loved brands and strengthening long-term

consumer loyalty.

• Embed the strategy cascade by ensuring teams are

aligned on strategic priorities, while continuing to

strengthen a performance culture.

• Continue to work with the Executive Committee to

develop our leadership capability.

• Maintain transparent and forward-looking

engagement focused on delivery of

sustainable shareholder value, reflecting

amore focused and resilient business.

• Continued progress on balance sheet

strengthening, including the use of proceeds

from the sale of the 50% stake in the PZ

Wilmar joint venture to reduce debt and

improve covenant metrics.

• Support continuity and stability across

the supply and distribution network

during ongoing portfolio actions, including

post-completion of the PZ Wilmar joint

venturetransaction.

• Maintaining product and service quality and

preserving long-term partner relationships.

• Advance the ES Committee’s

sustainabilityprogramme.

• Strengthen community relationships

throughemployee participation and

contributions that embody our BEST values.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Customers and Consumers Employees Investors Distributors and Suppliers Communities

Why we engage

• To ensure loyalty and trust.

• To continue delighting consumers.

• To help our portfolios to win.

• To create enthusiastic consumers and advocates for

our brands.

• To create a supportive environment, where everyone

feels valued and a strong sense of belonging is fostered.

• 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 communicate our strategy and progress

against that.

• To ensure our supplier relationships remain

as long-term partnerships.

• To create and sustain robust, lasting and

mutually beneficial relationships.

• To 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.

• Ensure stable, long-term and mutually

beneficial relationships.

• Minimise costs.

• Ensure product and service quality.

• Be innovative.

• Reduce the environmental impact of our

products (packaging and plastic).

• Reduce our carbon emissions.

• Be aware of cost-of-living and living standards.

• Engage employees and have a positive

impact on local communities.

• 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 roadshow meetings for

institutional shareholders.

• Ad hoc investor events.

• Our AGM is an opportunity to listen to our

shareholders and respond to any concerns

they may have or perspectives they may

wishto share.

• Engagement is led by our dedicated Investor

Relations Director whose role is to strengthen

relationships 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

• Undertakes market visits and engages with customers

and consumers on an ad hoc basis during site visits.

• Receives regular market reviews from business

unitleadership.

• Reviews customer service, consumer insights

and related 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.

• The 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

• Continue to deliver broad-based growth through

targeted investment in innovation and brand-building,

supported by strong commercial execution across the

Group’s lead markets.

• Maintain a focus on building winning portfolios of

locally-loved brands and strengthening long-term

consumer loyalty.

• Embed the strategy cascade by ensuring teams are

aligned on strategic priorities, while continuing to

strengthen a performance culture.

• Continue to work with the Executive Committee to

develop our leadership capability.

• Maintain transparent and forward-looking

engagement focused on delivery of

sustainable shareholder value, reflecting

amore focused and resilient business.

• Continued progress on balance sheet

strengthening, including the use of proceeds

from the sale of the 50% stake in the PZ

Wilmar joint venture to reduce debt and

improve covenant metrics.

• Support continuity and stability across

the supply and distribution network

during ongoing portfolio actions, including

post-completion of the PZ Wilmar joint

venturetransaction.

• Maintaining product and service quality and

preserving long-term partner relationships.

• Advance the ES Committee’s

sustainabilityprogramme.

• Strengthen community relationships

throughemployee participation and

contributions that embody our BEST values.

LINK TO STRATEGY

Build Brands Serve Consumers Reduce Complexity Grow SustainablyDevelop People

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 47

Section 172(1) Statement continued

PRINCIPAL DECISIONS IN FY26

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.

During FY26, the Board consistently reviewed documents outlining the stakeholders potentially affected by each issue discussed and any

resulting decisions.

The following illustrates how these considerations were incorporated into two significant decisions made this year.

Principal decision 1: Outcome of Africa strategic review

In FY26, the Board concluded its strategic review of the Group’s Africa business, which assessed the long-term strategic options for the region,

including portfolio focus, operating model and capital allocation. Following detailed analysis and management recommendations, the Board

agreed the retention and strategic direction of the Africa business, with a view to improving performance, reducing complexity and supporting

sustainable value creation over the long term.

In making the decision, we considered:

The long-term effect

The Board carefully considered the long-term consequences of the outcome of the Africa strategic review, recognising the importance of

ensuring that the Group’s geographic footprint and operating model remain aligned with its strategic priorities and risk appetite. The decision

was taken to strengthen focus on markets and activities where the Group has clear competitive advantage, improve capital discipline and

enhance operational resilience. The Board concluded that the agreed approach supports the long-term success of the Company by enabling

management to deploy resources more effectively and deliver improved financial performance over time.

Affected stakeholder groups

Customers and consumers

The impact of the decision on product availability, quality and brand equity across African markets was carefully considered. Ensuring

continuity of supply, maintaining trusted local brands and minimising disruption to consumers, were key priorities in determining the

preferred outcome of the review.

Employees

The Board recognised that the strategic review had potential implications for employees in the region and beyond. Employee interests were a

key focus, with efforts made to ensure clear communication as appropriate, and fair treatment. The Board considered the uncertainty caused

by, and the time required for, any potential sales process.

Investors

The Board considered the implications of the decision for shareholder value, including its impact on earnings, balance sheet, cash

generation, risk profile and future returns. The opportunity cost of any sales process and subsequent stranded costs review were also

considered. The outcome of the strategic review was assessed in the context of the Group’s broader transformation agenda and the need to

demonstrate disciplined capital allocation and strategic clarity to investors.

Distributors and suppliers

Our partners are essential to our operations, and maintaining stability during restructuring is a key part of our strategy. The Board considered

the importance of maintaining strong relationships with distributors and suppliers in Africa.

Community

The Company maintains its commitment to the community through a range of initiatives and programmes. As a result, we expect to enhance

our relationships within the community and generate a constructive social impact, thereby strengthening goodwill and affirming our role as a

responsible, community-oriented organisation.

The environmental impact

The Board considered how the agreed outcome could support a more efficient operating footprint and contribute to reducing environmental impact

through simplified supply chains and improved operational focus, particularly given the sale of the PZ Wilmar joint venture.

The impact on our reputation and the need to act fairly

The Board recognised the importance of acting fairly, transparently and responsibly throughout the strategic review process.

Clearcommunication with stakeholders and adherence to high standards of business conduct were key considerations in safeguarding

theGroup’sreputation.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Principal decision 2: Renewal of the St.Tropez strategy and partnership with The Emerson Group

During the year, following a detailed strategic review of the portfolio, the Board decided to retain the St.Tropez brand within the Group, renew

the St.Tropez strategy and enter into a strategic partnership with The Emerson Group (Emerson). The Board considered a range of alternative

business models for St.Tropez, including ownership structure, route-to-market and future growth potential. The Board concluded that retaining

the brand, refocusing the strategy and partnering with Emerson would best support long-term value creation by accelerating growth, enhancing

brand execution and leveraging specialist capabilities.

In making the decision, we considered:

The long-term effect

Recognising the brand’s heritage, market position and future growth potential, as well as the limitations of the current approach, the Board

considered in detail the long-term implications of retaining St.Tropez and resetting its strategic direction. The partnership with Emerson was

assessed as a means to strengthen brand development, expand distribution and enhance commercial execution while retaining strategic

oversight. The Board concluded that this approach supports sustainable value creation by benefiting from Emerson’s scale in the US,

enabling focused investment, accelerating innovation and improving long-term financial returns.

Affected stakeholder groups

Customers and consumers

The Board considered the importance of maintaining product quality, brand integrity and continuity for consumers of the St.Tropez brand.

Therenewed strategy and partnership are expected to enhance product innovation, distribution reach and customer engagement, supporting

a consistent and high-quality consumer experience.

Employees

The decision took into account the impact on employees supporting the St.Tropez brand, including the need for clarity, stability and

engagement during the transition. The Board recognised the importance of clear communication and appropriate support as the renewed

strategy and partnership arrangements were implemented.

Investors

The Board assessed the impact of the decision for shareholder value, including growth prospects and risk profile. Retaining St.Tropez and

partnering with Emerson was assessed as the most attractive option to deliver long-term returns.

Distributors and suppliers

Key considerations included the importance of maintaining strong relationships with distributors and suppliers and how the partnership model

could enhance operational effectiveness while minimising disruption. Ensuring continuity and reliability across the supply chain was also critical.

Community

The new strategy aims to support responsible brand growth, enabling the Company to more effectively assist local community initiatives.

The environmental impact

The renewed St.Tropez strategy and partnership with Emerson are anticipated to encourage more efficient use of resources and could

potentially contribute to improved sustainability outcomes in the future.

The impact on our reputation and the need to act fairly

Retaining the St.Tropez brand and entering into a partnership was considered consistent with maintaining trust among stakeholders. It was

also considered supportive of protecting the brand’s reputation and demonstrating disciplined, long-term strategic decision-making.

The Strategic Report from pages 2 to 49 was approved by the Board of Directors on 5 August 2026 and signed on its behalf by:

Kareem Moustafa

General Counsel and Company Secretary

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 49

DEAR SHAREHOLDER

On behalf of the Board, I am pleased to present this Governance

Report for the year ended 31 May 2026.

This year, we made important strategic progress. We decided to keep

our Africa operations and completed a transaction for the sale of our

50% share in the PZ Wilmar joint venture. This supports our aim to

create a simpler and more sustainable business which can deliver

lasting value to our shareholders. It also means that the Group now

has a stronger balance sheet and is more resilient.

This Governance Report explains the principles and policies that

shape our Company’s leadership and decision-making. As a listed

company, we are committed to strong corporate governance. We focus

on transparency, accountability and creating long-term value for

stakeholders. Our approach is built on ethical foundations. We aim

to be a responsible business which acts with integrity and supports

sustainable growth.

I invite you to read this report and learn about our governance

standards. We strive to improve and we value the feedback from our

stakeholders. With robust governance, the Board is confident it can

handle challenges and seize opportunities in a changing world.

Key areas of focus for the Board during the year have been as follows.

STRATEGY

A particular focus of the Board during the year was our strategic review

of our African operations. This was concluded in December 2025

with our decision to retain the business as a core part of the Group.

Information about the Board and decision-making in the context of

Section 172(1) can be found on pages 45 to 49.

BOARD COMPOSITION AND SUCCESSION PLANNING

The Board is composed of a Non-Executive Chair, Chief Executive

Officer, Chief Financial Officer and four independent Non-Executive

Directors. Sarah Pollard stepped down from the Board and left the

business in March 2026. On behalf of the Board, I would like to take

this opportunity to thank Sarah for her significant contribution as Chief

Financial Officer of the Company over the last five years. She has

been a key member of the leadership team and has helped navigate

the business through an important phase of its development.

We are very pleased to welcome Jan Bramall as Chief Financial

Officer to replace Sarah. She joined the Board in March 2026. Jan

has extensive experience in senior finance and strategy roles with a

strong track record of achievement across a variety of industries. Jan’s

appointment was subject to a formal and rigorous process. Details of

her recruitment and induction programme are described on page 66.

Alongside this change, we have continued to focus on succession

planning for the Board and the Executive Committee. Effective

succession planning ensures continuity and fosters leadership

development within the organisation. This approach enhances

organisational resilience and underpins ongoing long-term success.

As noted in the Chair’s statement, Valeria Juarez and Jitesh Sodha

will step down from the Board at the conclusion of the AGM on

1October 2026. The Board thanks them very much for their significant

contributions to the Company, and the Nomination Committee

continues to keep Board composition under review to ensure a

suitable balance of skills, experience and diversity.

BOARD EFFECTIVENESS

This year, we conducted an externally facilitated evaluation of the

effectiveness of the Board, together with its Committees. The exercise

concluded that each were operating effectively. Areas where progress

could be made were also highlighted. Details can be found on page 67.

Effective governance is vital and the Board acknowledges its role in

this. Each Director demonstrates a high level of commitment to their

role and continues to perform effectively.

DIVERSITY, INCLUSION AND EQUAL OPPORTUNITY

The Board reviewed and approved our Board and Executive Committee

Inclusion and Diversity Statement in the year. This is available on the

Company’s website.

Diversity and inclusion are vital for innovation and strong decision-

making. The Board values different perspectives, which enrich our

culture and shape our business strategies. This commitment helps

usserve global markets and supports sustainable business success.

STAKEHOLDER ENGAGEMENT

The Board continues to engage regularly with shareholders to help inform

decision-making and to understand their views, with a particular focus

this year on strategic decisions in regard to Africa and the design of

the 2026 Remuneration Policy. The Board reviewed regular updates on

shareholder feedback and key areas of focus. The Chair and Committee

Chairs, as well as the Executive Directors, remain accessible for

questions. Directors also actively engage through the AGM or meetings

arranged by the Investor Relations team. Toread more on our dialogue

with stakeholders, see page 47.

OUTLOOK

The Board will continue to oversee Company performance and

strategic delivery. We entered the new financial year with stronger

foundations, a clear strategic focus and improved financial flexibility.

While macroeconomic uncertainty remains, the Board is confident

that the Group’s trusted brands, market positions and disciplined

execution will support sustainable growth and long-term value creation.

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 1 October 2026. Together with my fellow Directors, we look forward

to meeting shareholders and welcome your feedback at the AGM or

any time during the year.

David Tyler

Non-Executive Chair

5 August 2026

Chair’s Introduction to Governance

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

29%

42%

43%

57%

29%

71%

14%

29% 57%

Governance at a Glance

STRONG GOVERNANCE UNDERPINNING

FOCUS, RESILIENCE AND GROWTH.

BOARD DECISIONS

• The decision to retain the Africa business and set growth plans for the business, as part of a wider Group strategy.

• Adoption of a capital allocation policy which defines the use of surplus cash after re-investment in the business.

All figures are as at the date of this Annual Report and Accounts.

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 4/5 — — — —

Jan Bramall

2026 1/1 — — — —

Kirsty Bashforth 2019 7/7 — 2/3 3/3 4/4

Jitesh Sodha 2021 7/7 4/4 — 3/3 4/4

Valeria Juarez 2021 7/7 4/4 3/3 3/3 4/4

Vivek Ahuja 2024 7/7 4/4 — 3/3 4/4

1 Scheduled Board and Committee meeting attendance.

2 Stepped down as a Director on 13 February 2026.

3 Appointed as a Director on 23 March 2026.

DIRECTORS’ CORE AREA OF EXPERTISE

• UK institutional shareholders

• Recent financial experience

• Remuneration experience

• Chair skills

• Mentoring and coaching skills

• Sector experience

• Retail experience

• Africa experience

• South-East Asia and ANZ experience

• Entrepreneurial experience

• Operational experience

• Strategy

• M&A, strategic partnerships

• M&A integration

• Business transformation

• E-commerce

• Sales and marketing

GENDER DIVERSITY ETHNIC BACKGROUND TENURE

0–3 Years

3–6 Years

6–9 Years

White British or Other White

Asian/Asian British

Mixed/Multiple

Male

Female

BOARD COMPOSITION

Non-Executive

Executive

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 51

Our Board

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. In

addition, he was the Co-chair

and then the Chair of the Parker

Review on ethnic diversity in UK

business from 2015 to 2026.

David currently chairs Domestic

& General and is a senior advisor

to Jefferies, the Investment Bank.

Other appointments:

• Director and Chair of

Domestic & General Limited.

Appointed: 2024

Skills and experience:

Vivek is a board-level leader

with over 35 years of experience

in global financial services,

spanning banking, private equity,

and investment management.

As a highly experienced non-

executive director, he currently

serves as Chair of Investec

Bank plc and Independent

Non-Executive Director of the

Investec Group. Additionally,

Vivek is an Independent Non-

Executive Director and Chair of

the Audit & Risk Committee for

Aberdeen Group plc.

In his executive career, he

was most recently the Chief

Executive Officer of Terra

Firma, a leading European

private equity firm, and prior

to that, Deputy Group CFO at

Standard Chartered plc. Vivek

brings inclusive leadership,

cross-cultural fluency, and a

unique combination of strategic,

operational, and governance

expertise to complex multi-

sector businesses.

Other appointments:

• Chair of Investec Bank plc and

Independent Non-Executive

Director of Investec plc and

Investec Limited.

• Independent Non-Executive

Director and Chair of the

Audit & Risk Committee of

Aberdeen Group plc.

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: 2026

Skills and experience:

Jan is an experienced Chief

Financial Officer with extensive

experience in senior finance and

strategy roles in international

businesses. Prior to joining

PZ Cussons, she spent seven

years at Manchester Airports

Group, serving as Chief Financial

Officer for five of those years and

playing a key role in delivering

major transformation projects.

Immediately before joining PZ

Cussons, she was Interim Chief

Financial Officer at Severfield

plc. Jan has also spent many

years at Tyco and Johnson

Controls in senior VP finance

roles based both in the UK and

in the US.

David Tyler

Non-Executive Chair

Vivek Ahuja

Senior Independent Director

Jonathan Myers

Chief Executive Officer

Jan Bramall

Chief Financial Officer

1 All Directors were independent on appointment except for Jonathan Myers and Jan Bramall.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 at the

intersection of digital/AI strategy,

brand-building, and business

transformation. She currently

leverages her 27 years of

executive experience to drive

impact across a diverse portfolio

of non-executive and advisory

roles. This includes serving as

a Non-Executive Director at

Hunter Douglas Group Ltd.,

providing strategic advice to

lifestyle brands and digital start-

ups and acting as a strategic

AI advisor to leadership teams

navigating the AI opportunities

and risks. 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.

Kirsty Bashforth

Non-Executive Director

Jitesh Sodha

Non-Executive Director

Valeria Juarez

Non-Executive Director

Committees

Audit and Risk Committee

Nomination Committee

Remuneration Committee

Designated Non-Executive

Director for employee

engagement

Executive

Environmental and Social

Impact Committee

Chair

Other

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 53

Our Executive Committee

Jan Bramall

Chief Financial Officer

Appointed to the

ExecutiveCommittee: 2026

Rob Spence

Managing Director – Europe

Appointed to the Executive

Committee: 2022

Steve Noble

Chief Supply Chain Officer

Appointed to the Executive

Committee: 2021

Ningcy Yuliana

Managing Director – Asia

Appointed to the Executive

Committee: 2023

Jonathan Myers

Chief Executive Officer

Appointed to the

ExecutiveCommittee: 2020

Oghale Elueni

Chief Executive Officer of

PZ Cussons Nigeria PLC and

Managing Director – Africa

Appointed to the Executive

Committee: 2023

Alastair Smith

Managing Director – ANZ

Appointed to the Executive

Committee: 2022

Cath Bailey

Chief People Officer

Appointed to the

ExecutiveCommittee: 2023

Kareem Moustafa

General Counsel and

CompanySecretary

Appointed to the Executive

Committee: 2024

Dimitris Kostianis

Electricals Category Leader

Appointed to the Executive

Committee: 2023

Paul Yocum

Chief Growth and

MarketingOfficer

Appointed to the Executive

Committee: 2022

Abby Adderley

Chief Information Officer

Appointed to the

ExecutiveCommittee: 2025

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Premier Cool

Premier Cool is our men’s grooming brand in Africa, focused on cooling

freshness and antibacterial protection. In FY26, it supported our growth with

exciting marketing activity including promotion at the Lagos City Marathon.

Revenue growth inFY26

15%

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 55

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.

Since the conclusion of the strategic review of Africa, the Board has reviewed the operational and financial guardrails designed to reduce the

risks associated with any future currency volatility or business disruption at each scheduled Board meeting.

In addition to the standing items, the matters set out below were considered and approved.

STRATEGY

Board matters discussed Stakeholders affected Link to strategy

FY26 Strategy Day

• Portfolio transformation

• Organic growth

• M&A ambitions

• Organisational design

• Customers/Consumers

• Investors

• Employees

• Communities

• Suppliers

Strategic review of brands and geographies • Customers/Consumers

• Investors

• Employees

• Communities

• Suppliers

ES matters and frameworks • Communities

• Investors

• Employees

Diversity, equity and inclusion update • Employees

OPERATIONS

Board matters discussed Stakeholders affected Link to strategy

Reviews of businesses and functions:

• Africa

• Europe

• Brand-building and R&D

• Supply chain

• Investors

• Customers/Consumers

• Suppliers

• Employees

Digital transformation and cybersecurity • Investors

• Customers/Consumers

• Suppliers

• Employees

Employee engagement • Employees

Serve Consumers

Reduce Complexity

Link to strategy

Build Brands

Develop People Grow Sustainably

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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

Capital allocation policy

• Investors

GOVERNANCE

Board matters discussed Stakeholders affected Link to strategy

Director appointments / reappointments

Board succession andcomposition

• Employees

• Investors

Shareholder communications including AGM

• 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

Delegation of authority

Statement of Board responsibilities

Terms of Reference

• Investors

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 57

Corporate Governance Statement 2026

This Corporate Governance Statement as required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (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 2024 (the 2024 Code). A

copy of the 2024 Code can be found on the Financial Reporting Council’s website: www.frc.org.uk.

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 Group’s risk management and internal control are found on page 33

Information with regards to share capital is presented in the Report of the Directors from page 102

Information on Board and Committee composition can be found on page 51

Information on Board diversity including the Board Inclusion and Diversity Policy can be found on pages 67 to 68

The Company’s obligation is to state whether it has complied with the relevant principles and provisions of the 2024 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 2024

Code during the financial year ended 31 May 2026.

The following pages will outline how the Company complies with the principles and provisions of the 2024 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 and entrepreneurial Board • Nomination Committee Report See page 65

B Purpose, strategy, values and culture • Strategic Report

See pages 12 and 20

C Board decisions and outcomes • Strategic Report

• How the Board considers our stakeholders

See pages 4 and 45

D Stakeholder engagement • How the Board considers our stakeholders

See page 45

E Workforce policies and practices

• Non-Financial Information and Sustainability Statement

• Audit and Risk Committee Report

See pages 44 and 69

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’ business model and strategy are set out on pages 10 to 13 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 stakeholders and contributing to wider society.

An externally facilitated Board evaluation was concluded in March 2026.

For more on this, see the Nomination Committee Report on page 67

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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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: How the Board considers our stakeholders on page 45

Employee engagement

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 engagement 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 2024 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:

• Career clarity and progression: strengthening confidence in career pathways by piloting capability frameworks that clarify what ‘good’ looks

like at each level and what it takes to progress.

• Strategy and performance culture: reinforcing understanding of the strategy and the role individuals and teams play in delivering success,

while continuing to build a high-performance culture.

• Leadership capability and management support: continuing to develop leadership effectiveness through increased focus on

managementcapability.

Engagement methods

Examples of engagement have included the following, with many attended by Kirsty Bashforth:

• Market engagement and leadership roundtables, including sessions with Indonesia and Australia leadership teams.

• Global employee events, for example, regular global Town Halls and our International Women’s Day event joined by the Chair and otherDirectors.

• Targeted engagement workshops and action planning sessions, including follow-up focus groups where further insight is needed.

• Career workshops and career-focused interventions to strengthen clarity on development and progression (including market-led career workshops).

• Leadership and people-manager training to strengthen day-to-day management capability, including leading people, managing change,

coaching techniques, and delivering effective, dynamic feedback.

• Communication and activation of our employee promise, Dare. Discover. Do., including clearer articulation of the five reasons why PZ

Cussons is unique as an employer.

For more details, see People and Culture on page 20

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 and how it has been embedded 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 Chief Executive Officer’s 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, the Board visited our UK factory, Agecroft in Salford, and Kirsty Bashforth visited our Australian and Indonesian 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 whistleblowing. These policies are reviewed and updated as necessary.

• Whistleblowing: The Board, through the Audit and Risk Committee, reviews reports against the Group’s Code of Ethical Conduct, including

from the Group’s whistleblowing facility, and evaluates the effectiveness of these arrangements.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 59

DIVISION OF RESPONSIBILITIES

Code principle and description Annual Report and Accounts Reference

F Role of the Chair • Our Board See page 52

G Independence • Our Board

• Nomination Committee Report

See pages 52 and 65

H External commitments • Our Board

See page 52

I Board function • Corporate Governance Statement

See page 58

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 of 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 whistleblowing,

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, culture and behaviours.

Corporate Governance Statement 2026 continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Role Responsibilities

Chief Financial Officer

Jan Bramall

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, culture and commitment to high standards of corporate governance; and

• review, 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 61

Corporate Governance Statement 2026 continued

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 Committee

Approving the Group’s

environmental and social

impact strategy and

performance targets,

and monitoring progress

against the strategy,

including engagement with

keystakeholders.

THE BOARD

THE EXECUTIVE COMMITTEE

1 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 2024 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 51 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 51

BOARD ACTIVITY

During the year, the Board held six scheduled meetings and a Board strategy day. In addition, a further four Board meetings and calls were

convened for specific business. 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 Board Activity at a glance on pages 56 to 57

BOARD COMPOSITION, SUCCESSION AND EVALUATION

Code principle and description Annual Report and Accounts Reference

J Appointments to the Board and succession planning • Our Board See page 52

K Board composition, skills and experience • Our Board

• Nomination Committee Report

See pages 52 and 65

L Evaluation • Nomination Committee Report

See page 65

Appointments to the Board

Jan Bramall was appointed to the Board on 23 March 2026. For Jan’s biography, skills and experience see Our Board on page 52.

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 Governance at a glance on page 51 and Our Board on page 52

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 63

Corporate Governance Statement 2026 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 pages 70 to 71

N Fair, balanced and understandable assessment of

Company’s prospects

• Audit and Risk Committee Report

• Report of the Directors

See pages 73 and 105

O Effective risk management and internal

controlframework

• Risk Management and Principal Risks

• Audit and Risk Committee Report

See pages 33 and 72

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 105.

For more details see:

• Financial reporting page 74.

• Significant financial judgements page 71.

• Internal financial controls page 72.

• Assurance over external reporting pages 106 to 113.

• Internal and external audit pages 69 to 75.

• Risk management pages 33 to 40.

• Business continuity and disaster recovery page 36.

• Cybersecurity page 36.

• Report on the Directors’ Remuneration page 91.

REMUNERATION

The 2024 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 78 and 82

Q A formal and transparent procedure for

developingpolicy

• Remuneration Policy

See page 82

R Independent judgement and discretion • Remuneration Committee Report

See page 78

The Remuneration Committee Report sets out the Directors’ Remuneration Policy, how the Directors’ Remuneration Policy was applied

throughout FY26 and how it will be applied during FY27.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 2026.

During the year, the Committee concentrated on succession planning

for both the Board and Executive Committee, as well as Board

reappointments and its ongoing composition. Additionally, it oversaw

an external review of the Board. These areas will remain central in

FY27 as the Company continues to develop.

HOW THE COMMITTEE OPERATES

The Committee meets a minimum of twice a year and more frequently

as necessary. During the year, the Committee met twice for its regular

planned meetings. In addition, a further two Committee meetings

were convened for specific business items.

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.

INDEPENDENCE

In line with the definition set out in the UK Corporate Governance

Code 2024 (the 2024 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 2024 Code requiring

each Director to seek re-election annually. In accordance with the

UK Listing Rules, and to ensure continuing good governance, at the

AGM, the election and re-election of all independent Non-Executive

Directors must be approved by a majority vote of all shareholders

and, separately, by a majority vote of the shareholders entitled to vote

on the election or re-election of Directors other than the controlling

shareholders (see the Report of the Directors on page 102 for further

details on the controlling shareholders of the Company).

David Tyler

Nomination Committee Chair

Committee role

• Regularly review the business’s leadership needs and

succession plans.

• Continually evaluate the Board’s structure, size, and the make-

up of its Committees.

• Find and propose candidates for open Board positions

forapproval.

• Review the Board’s diversity and its balance of skills.

• Assess how well the Board is performing.

• Ensure there is a diverse pool of candidates ready

forsuccession.

Priorities for 2027

• Continue to strengthen succession plans for the Board,

itsCommittees and senior management.

• Carry out Board changes in Non-Executive Directors.

• Carry out an internal Board evaluation.

• Keep under review the impact of ongoing organisational

changes on leadership capacity and capability.

• Maintain focus on diversity and inclusion in all

seniorappointments.

Detailed responsibilities are set out in the Committee’s Terms of Reference,

which can be found on the Company’s website: www.pzcussons.com

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 65

ACTIVITIES OF THE COMMITTEE DURING THE YEAR

Board and Committee membership

During the year, the Committee considered and recommended to

the Board that Jan Bramall be appointed Chief Financial Officer

with effect from 23 March 2026. The Committee also considered

and recommended my reappointment as Chair for a further three-

year term from 24 November 2025 and the reappointment of Kirsty

Bashforth as a Non-Executive Director for a further three-year

termfrom 1 November 2025.

The Committee considered the membership of the Committees. There

were no changes proposed to Committee memberships during the year.

The memberships of each Committee can be seen on page 51.

Kirsty Bashforth continues to be the designated Non-Executive

Director for employee engagement.

CFO recruitment process

The Committee led the Chief Financial Officer succession process.

The Committee held detailed discussions with three prominent

executive search firms before deciding on Spencer Stuart as its

adviser. This decision was made due to Spencer Stuart’s proven

expertise, thorough understanding of the Group’s requirements and

dedication to assembling a diverse shortlist.

Working closely with Spencer Stuart, the Committee oversaw the

development of a longlist of high-calibre external candidates,

alongside identified internal talent, ensuring that both pools

were evaluated on an equal footing. Spencer Stuart has no other

connection to the Company or its Directors and is a signatory to the

Voluntary Code of Conduct for Executive Search Firms. The search

progressed into a structured interview phase designed to narrow the

field to a final shortlist of candidates.

Throughout the process, the Committee reaffirmed its commitment

to generating a diverse and balanced candidate pool, aligned with

the Board’s inclusion and diversity expectations. The Committee also

ensured that the assessment criteria reflected not only technical and

financial expertise but also the leadership capabilities required to

support the next stage of the Group’s transformation.

Following her appointment as Chief Financial Officer, Jan Bramall

undertook a comprehensive induction programme designed to

familiarise her with the Group’s strategy, operations, governance

framework and key risks. The induction was tailored to the role and

overseen by the Company Secretary, in line with the Company’s

Director Appointment and Induction Policy.

Succession planning and leadership development

The Committee is responsible for overseeing succession planning

for the Board and senior management, ensuring that the Group

maintains a strong and diverse pipeline of leadership talent aligned

to its strategic priorities. During the year, the Committee received a

comprehensive update on executive talent and succession planning.

This included detailed succession plans for Executive Directors and

Executive Committee roles. The Committee reviewed emergency

cover arrangements and longer-term succession options. It also

considered the need for further development of internal candidates.

The Committee reviewed the outcomes of the Group’s global talent

review, which demonstrated continued strengthening of the leadership

pipeline and improved visibility of potential successors for key roles. The

review also highlighted sustained progress in enhancing diversity within

the succession pipeline, providing increased confidence in the depth

and quality of future leadership talent across the Group.

Succession planning remains closely aligned with the Group’s

brand-building strategy and the organisational focus on becoming a

leaner, more agile and performance-driven business. This approach

supports the development of leadership capability aligned to long-term

strategic priorities. The Committee emphasised the importance of

strong, adaptive leadership in navigating external challenges and in

delivering the Group’s long-term growth ambitions. Looking ahead, the

Committee will continue to monitor succession plans closely.

Governance matters

The Terms of Reference were reviewed during the year to ensure that

they are compatible with the 2024 Code.

The Committee confirmed its recommendation that all continuing

Directors stand for re-election at the 2026 AGM.

Nomination Committee Report continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Conclusions and actions agreed from 2026 evaluation

A number of recommendations were made to the Board and

actionsagreed.

• Devote more time to strategic conversations.

• Enhance clarity and improve focus of key Board papers.

• Further improve candidness and openness of Board discussions.

• Strengthen succession planning, skills mapping, and timing.

• Enhance Board development to broaden perspectives.

2026 Board and Committee evaluation

The Board reviews its effectiveness annually, following the

2024 Code, with an external evaluation in year one and internal

evaluations in years two and three. The Company Secretary and

Chair facilitate each process.

The Board made notable progress on the priorities identified in the

2025 evaluation. It established clear strategic priorities to guide

the Company’s long-term direction following significant portfolio

interventions and ensured the operating model was evolving in line

with these new objectives. The Board allocated dedicated time to

review market trends and competitive intelligence. Additionally, the

Board reaffirmed the Company’s BEST values, embedding them

more deeply across the business in the wake of recent structural

changes. Talent development and leadership remained a central

focus, while the Board also maintained active oversight of its

own composition and continued to strengthen its framework for

assessing and reporting on material controls in accordance with

the 2024 Code.

For FY26, this evaluation was externally facilitated by Board

Intelligence. Other than the provision of board portal services,

engaged after the evaluation, and a small number of follow-up

advisory sessions, Board Intelligence has no other connection

withthe Company or any individual Director.

The Board is satisfied that the evaluation was conducted

independently and objectively.

As part of the evaluation process, Board Intelligence representatives

attended a Board and Committee meeting as observers. All

participants completed detailed survey questionnaires followed by

one-to-one consultations with Board Intelligence. Thiscombination

of structured feedback and individual discussion provided deeper

insight into Board dynamics, strengths and areas for development.

The Board evaluation also included a review of the Audit and Risk

Committee, the Remuneration Committee and the Environmental

and Social Impact Committee. Questions in the main Board

evaluation were also specifically related to the Nomination

Committee, Chair and Senior Independent Director. The findings

and recommendations of the evaluation were presented to and

considered by the Board at its March 2026 meeting. The Audit

and Risk, Remuneration and Environmental and Social Impact

Committees considered the results of their own evaluations.

The Chair met each Director individually to discuss feedback and

personal contribution. The Board will also monitor its effectiveness

over the coming year, with an internal evaluation planned in the

latter part of FY27.

BOARD INCLUSION AND DIVERSITY

The Company is dedicated to maintaining a diverse Board, Board

Committees and Executive Committee that reflect our workforce and

consumers. The Committee has reviewed Board skills and diversity,

supported by an approved Inclusion and Diversity Policy which is

available on our website.

The Committee recognises how important diversity and inclusion are

for building a strong and progressive Board. We exceed Parker Review

targets with three minority ethnic Directors and meet the FTSE Women

Leaders Review’s 40% female representation and senior female board

member requirements.

All appointments are based on merit and objective criteria, while

considering diversity and equal opportunity. We use external recruitment

agencies that commit to diversity best practices. 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 67

David Tyler

Nomination Committee Chair

5 August 2026

Nomination Committee Report continued

SENIOR MANAGEMENT AND THEIR DIRECT REPORTS

In line with the 2024 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 2026 are disclosed. The names of our Executive

Committee members are set out on page 54.

Male

Female

BOARD AND EXECUTIVE MANAGEMENT DIVERSITY DATA

We report our Board and executive management diversity data as follows as at our chosen reference date of 5 August 2026 (the date of this

Annual Report and Accounts) further to the UK Listing Rulesrequirements.

As at 31 May 2026 and 5 August 2026, 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 52 to 54.

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

management1

% of

executive

management

Men 4 57 3 8 67

Women 3 43 1 4 33

Other categories — — — — —

Not specified/prefer not tosay — — — — —

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

management1

% of

executive

management

White British or other White

(including minority-White groups)

4 57 3 9 75

Mixed/Multiple ethnic groups 1 14 — 1 8

Asian/Asian British 2 29 1 1 8

Black/African/Caribbean/Black British — — — 1 8

Other ethnic group — — — — —

Not specified/prefer not to say — — — — —

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.

Genderand ethnicitydata is collected voluntarily for Executive Committee members who self-report via our people management system,

Workday, or via a voluntary questionnaire.Gender and ethnicity data for Non-Executive Board members is obtained via a voluntary

questionnaire. We encourage all employees to self-report diversity data, while also including a ‘prefer not to say’ option.

54%

46%

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Audit and Risk Committee Report

DEAR SHAREHOLDERS

I am pleased to present the Committee’s report for the

financial year ended 31 May 2026. This report summarises the

Committee’s activities and explains how we have discharged

ourresponsibilities over the year.

Throughout the year, we continued to oversee the embedding of

process and controls improvements. The Committee’s focus has

remained on strengthening the control environment and reducing

risk, with increased emphasis given the pace of regulatory change

and ongoing Corporate Governance Code reform. We recognise the

progress made and continue to support management in maintaining

momentum and prioritising the most material controls.

Internal Audit and Risk, along with the Financial Control and Compliance

team, remain central to this work, providing independent assurance and

helping to embed the behaviours and discipline required for a sustainable

controls culture. The Committee monitors progress carefully and while

progress is also qualitative, reducing metrics such as open audit items,

fewer overdue issues and reporting on management’s self assessment of

controls show a positive direction of travel.

HOW THE COMMITTEE OPERATES

The Committee meets at least three times each year and more

frequently as required. During the year, the Committee met four times.

Please see page 51 for details of attendance at meetings. These

meetings provided dedicated time for the full-year and interim results

in September and February respectively, alongside meetings focused

on internal audit, risk, controls and audit planning.

Time was spent outside of formal meetings considering

management’s detailed planning for Corporate Governance Reform.

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 52 and 53. 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 that at least one member

hassignificant, recent and relevant financialexperience.

Vivek Ahuja

Audit and Risk Committee Chair

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, mitigation programmes, and internal

control over financial and non-financial reporting.

• Review the independence, effectiveness and output of the

Group’s Internal Audit and Risk function and programme.

• Review the adequacy of the Group’s whistleblowing

arrangements and procedures for detecting fraud.

Priorities for 2027

• 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.

• Strengthen governance and control over the African business

following the strategic decision to retain, including continued

focus on compliance, risk management capability and the

effectiveness of key controls.

• 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

and Financial Control and Compliance functions, supporting a

culture of risk management and embedding and strengthening

internal controls across the Group.

• Increase 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

including the work to implement the requirements of IFRS 18.

• Oversee and support 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

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 69

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 the Committee should address.

Therewere no material issues raised in this regard throughout FY26.

The Committee is satisfied that there are no connections,

eithercurrent or previous, with the External Auditor which

wouldcompromise independence.

The Committee considers the nature, scope and results of the

External Auditor’s work. A policy on the supply of any non-audit

services that are appropriate to be provided by the External Auditor

is in force and any spend requires approval of the Committee. 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 2026, 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.

During the year, an external adviser completed an Audit Committee

performance evaluation. All members of the Committee took part and the

results of that assessment were discussed. The assessment concluded

that the Committee continues to operate effectively. TheCommittee and

management will consider any recommendations for improvement.

Audit and non-audit fees

The Company paid £3.1 million in audit fees for the financial year

ended 31 May 2026.

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. During

the year, the Group paid £0.2 million to PwC in respect of the review

ofthe interim statement.

The non-audit fee was 6.5% 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.

Audit and Risk Committee Report continued

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.

• Assisted in the appointment of a new Chief Financial Officer

and supported her onboarding process including engagement

on financial governance, reporting and controls priorities.

• Increased oversight of cybersecurity risk, including review of key

threats, resilience measures and incident response readiness.

• Reviewed the approach to shortened reporting timescales,

focusing on the robustness of close processes, key controls

and the quality of management information.

• Considered governance arrangements in Africa following the

strategic decision to retain the business, including oversight of

controls, compliance and risk management capability.

• Oversaw the refinancing of the business.

• Continued review of tax matters including uncertain tax positions.

• Oversaw continued progress of work required to strengthen

the internal control environment and prepare 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 71 of this

AnnualReport andAccounts.

• Consideration of the letter following the Financial Reporting

Council’s (FRC) review into the Annual Report and Accounts

for the year ended 31 May 2025. The review documented minor

findings, none of which required a formal response.

• 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Sources of evidence obtained and observations during

theyear:

Reference 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.

Following the FY26 year-end, the Committee also reviewed the

FRC’s most recent Audit Quality Review findings relating to the

audit of the FY25 financial statements of the Group and discussed

these with the audit engagement partner. The Committee received

updates on actions undertaken by PwC to address inspection

findings. The Committee was satisfied that appropriate actions

had been implemented and remains confident in its conclusion

onauditoreffectiveness.

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2026 are set out below:

Significant issues

andjudgements Decisions and improvements

Areas of

significant

financial

judgement

The Committee considered several areas of

significant financial judgement throughout the

year. The key areas covered included: going

concern; the impairment testing of goodwill and

other intangible assets with indefinite lives; the

treatment of uncertain tax positions across the

Group; The Committee accepted the judgements

recommended by management having challenged

them and considered alternative options.

The committee also considered areas which

were not assessed as significant judgements:

accounting and disclosures relating to the sale

of the PZ Wilmar joint venture; the designation

and treatment of assets held for sale and the

classification and disclosure of adjusting items.

TheCommittee accepted the conclusions

reachedbymanagement.

Controls Controls improvement remained a core focus

for the Committee this year, with an emphasis

on ensuring the Group is appropriately prepared

for Corporate Governance Reform and the

related expectations around risk management

and internal control. The Committee monitored

management’s ongoing programme to strengthen

the internal control environment by establishing

a clearer, more consistent control framework,

improving control design and documentation,

and supporting effective implementation and

operation across the Group. Enablers of this work

include greater standardisation of processes,

improved use of SAP, and continued investment in

finance shared services, organisation design and

capability to support sustainable, timely and high-

qualityreporting.

Risk management The Committee reviewed the development of risk

management across the Group and commenced

the process to appoint a permanent 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 71

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.

• Whistleblowing 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 UK Listing Rules and Market Abuse Regulation.

• 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 revised 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 controls

improvement plans to address existing weaknesses identified,

including upgrading the systems used to record trade promotions

and addressing outstanding segregation of duty conflicts within our

enterprise management systems.

The Committee notes the continuing work to improve documentation

and second line review of controls in advance of regulatory change.

This work will remain a focus of the Committee in FY27 as we

work towards the change under provision 29 of the UK Corporate

Governance Code 2024.

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 teams 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 Internal Audit Charter provides the framework for discharging

the responsibilities of the Internal Audit function. TheCharter is approved

annually by the Audit and Risk Committee. It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 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.

The Committee considered the current arrangements for Internal

Audit as part of an internal review and remains satisfied that they are

appropriate and effective for the Company. Our internal audit charter

suggests an external review every five years. This was last completed

by BDO in FY24. This will be reviewed again once the new Group

Internal Audit and Risk Director is appointed.

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.

Audit and Risk Committee Report continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 33 to 40. 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.

See Risk Management and Principal Risks section for further

details on page 33

WHISTLEBLOWING POLICY

The Company is required to maintain a mechanism for the

confidential reporting of suspected fraud and other wrongdoing.

TheCompany has a standalone Whistleblowing Policy which links to

the Code of Ethical Conduct; this is subject to oversight by the Audit

and Risk Committee.

Navex Global, a leading whistleblowing system provider, is engaged to

provide a telephone and web-based reporting system for use with the

Whistleblowing Policy.

The whistleblowing 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 Whistleblowing

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 29 to 32.

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; and

• 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 FY27, 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 105.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 73

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 2025 and the full-year Annual Report and

Accounts for the year to 31 May 2026. The principal steps taken by the

Committee during the past 12 months in relation to its review of the

published financial statements were:

• Consideration of the findings of the Financial Reporting Council’s

(FRC) review into the Annual Report and Accounts for the year

ended 31 May 2025.

• Review of the 30 November 2025 interim financial statements and

interim announcement and consideration of PwC’s comments on

the drafts of these documents.

• Review of the plan for preparing the Annual Report and Accounts

for the year ending 31 May 2026.

• 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 2026 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.

FINANCIAL REPORTING COUNCIL (FRC) REVIEW OF ANNUAL

REPORT AND ACCOUNTS TO 31 MAY 2025

During the year, a letter was received from the FRC in relation to the

Group’s Annual Report and Accounts for the year ended 31 May

2025. The Committee reviewed the letter and was pleased that no

queries or questions were raised requiring a response to the FRC. The

Committee welcomes the comments received and understands the

scope and limitations of the FRC review1.

VIABILITY STATEMENT AND GOING CONCERN

The Committee has reviewed the basis for the Company’s viability

statement on pages 41 to 42 that is drafted with reference to the

financial forecasts for the next four years. In light of continued

macro-economic and geopolitical uncertainty, foreign exchange

volatility in key markets and ongoing cost pressures, 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.

The Committee also reviewed the appropriateness of adopting the

going concern basis in preparing the Group’s financial statements for

the year ended 31 May 2026 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

5 August 2026

1 The review was based on the Group’s Annual Report and Accounts and did not benefit from detailed knowledge of our business or an understanding of the underlying transactions entered

into. It is, however, conducted by staff of the FRC who have an understanding of the relevant legal and accounting framework. The FRC supports continuous improvement in the quality of

corporate reporting and recognises that those with more detailed knowledge of our business, including the Audit Committee and Auditor, may have recommendations for future improvement,

consideration of which the FRC would encourage.

This, and any subsequent letter, provides no assurance that our Annual Report and Accounts was correct in all material respects; the FRC’s role is not to verify the information provided but to

consider compliance with reporting requirements.

FRC letters are written on the basis that the FRC (which includes the FRC’s officers, employees and agents) accepts no liability for reliance on them by the Company or any third party, including

but not limited to investors and shareholders.

Audit and Risk Committee Report continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Cussons Baby

Cussons Baby is a trusted baby care brand in Asia and Africa

offering gentle skincare, haircare and hygiene products designed

specifically for babies’ delicate skin. In FY26, we enhanced

quality and packaging and introduced new variants to strengthen

relevance and visibility.

Growth in

e-commerce sales

>50%

For more details, visit:

https://www.cussonsbaby.com/

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 75

Environmental and Social Impact Committee Report

Valeria Juarez

Environmental and Social Impact Committee Chair

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 2026.

During the year, the Committee continued to oversee the Group’s

sustainability strategy, policies, performance measures and

disclosures related to environmental and social impact matters.

Consideration, engagement and communication with key

stakeholders was also overseen to maintain PZ Cussons’ reputation.

We are responding proactively to a rapidly evolving regulatory and

stakeholder landscape. The Committee is satisfied that the Group

continues to make meaningful progress in delivering its ES agenda

and is pleased to report continued progress against the goals set out

in the Group’s ES strategy.

In accordance with the Terms of Reference, the Committee meets a

minimum of twice a year. In FY26, the Committee met three times.

Membership of the Committee consists of three Directors: two Non-

Executive Directors and the Chief Executive Officer. Only members

of the Committee are entitled to attend the meetings. However, the

Chief Growth and Marketing Officer, Chief Supply Chain Officer,

R&D Director and Sustainability & Social Responsibility Manager

also attend. Other Directors and individuals may be invited to attend

all or part of any meeting, as and when appropriate. The Company

Secretary acts as secretary to the Committee. The Committee is also

supported by the Executive Committee through the Sustainability

Steering Group and functional and regional workstreams.

ACTIVITIES OF THE COMMITTEE DURING THE YEAR

ES strategy

Following organisational changes across the Group in FY26, the scope

of the ES strategy was reviewed and prioritised to ensure it reflected

the shape of the business while maintaining PZ Cussons’ ES goals

and ambitions. The strategy provides operational focus and clearly

defined performance targets, underpinned by the UN Global Compact

(UNGC) framework. The Committee continued to monitor progress

against the strategy during the year and has reviewed the priorities

forFY27.

More information about the ES strategy can be found on

page 24

Carbon reduction commitments

For FY26, our carbon programme prioritised delivering remaining

opportunities to further reduce Scope 1 and 2 emissions across

PZCussons’ global operations and continuing to strengthen Scope 3

inventory, data quality and reporting capabilities. The Committee was

pleased to see that the Company remains on track to meet its targets

to reduce its GHG emissions. InFY26, the Group reported a 73.3%

reduction in Scopes 1 and 2 and a 25.5% reduction in Scopes 1, 2

and3 against the 2021 baseline.

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matters.

• Consider the climate-related risks and opportunities facing

theGroup.

Priorities for 2027

• Review the Group’s ES strategy, in light of a refreshed

materiality assessment and performance.

• Monitor performance against all ES-related goals including

carbon emission reduction, sustainable sourcing, water usage

and sustainable packaging.

• Oversee participation in the UN Global Compact.

• Continue to monitor progress against the DEI strategy and goals.

Detailed responsibilities are set out in the Committee’s Terms of Reference,

which can be found on the Company’s website: www.pzcussons.com

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Waste, water, sustainable packaging and

procurementcommitments

The Committee continued to monitor the progress being made

against targets to reduce landfill waste, water usage and to ensure

responsible sourcing of paper and palm oil. Progress against the

packaging targets continued in FY26, although overall improvement

was moderated by changes in portfolio mix.

The Committee will continue to monitor and advise on projects which

will best support the achievement of the packaging-related targets

and will review how to assess, measure and report water impacts

across the Group.

Further detail regarding the progress achieved in FY26 can be

found in the Sustainability Report on pages 25 to 27

Diversity, equity and inclusion and social impact

The Committee considered progress against the diversity, equity and

inclusion (DEI) strategy in the year including greater gender diversity

in senior leadership roles across the business, the launch of local

groups under the global women’s network, EmpowHer, and the

introduction of a Menopause Policy in the UK. Future plans will focus

on inclusive leadership, diversity in recruitment, and embedding

DEI metrics throughout the talent lifecycle, aligning with the vision

of fostering a culture of belonging and equitable opportunities for

allemployees.

The Committee reviewed the rollout of the social impact framework

and the development of clear criteria to ensure initiatives drive

meaningful impact and are aligned with the ES agenda. The

framework, driven by local business units, supports the delivery

of social initiatives and partnerships that align with our purpose,

connectwith our brands and contribute meaningfully to the

communities in which we operate.

UNGC framework and CDP reporting

The Committee received updates on the embedding of the UNGC

framework across the business. The Committee also reviewed the

CDP scores achieved for 2025, where the Group has sustained a

strong performance against the climate score and will be placing

more focus on forest and water submissions in upcoming years.

FY23 and FY24 Long-Term Incentive Plan

The Committee reviewed performance against the sustainability

targets for the FY23 Performance Share Plan awards, which vested in

September 2025, and made its recommendation to the Remuneration

Committee. Further detail can be found on page 87 of the FY25

Annual Report and Accounts.

The Committee also considered the sustainability underpin for the

FY24 Restricted Share Plan awards, due to vest in September 2026,

and made its recommendation to the Remuneration Committee.

Further detail can be found in the Report on the Directors’

Remuneration on page 95 of this Annual Report and Accounts.

Regulatory developments and sustainability disclosures

The Committee discussed emerging and evolving regulatory

requirements, including the potential introduction of mandatory

disclosures aligned with the UK Sustainability Reporting Standards

(UK SRS S1 and S2). The Committee reviewed mitigation plans

to reduce costs associated with the introduction of the Extended

Producer Responsibility tax and eco-modulated fees in 2026 and the

potential impact of EU Deforestation Regulation and Packaging and

Packaging Waste Regulation.

The Committee reviewed the remit of the Group’s Product

Stewardship Committee. The Product Stewardship Committee is

responsible for the proactive management and development of PZ

Cussons’ product portfolio and innovation pipeline, in the context

of an increasingly complex and strict environmental regulatory

landscape, and improved understanding of the impact of commonly

used ingredients on human health.

The Committee reviewed and approved the Group’s sustainability

disclosures, including the annual Sustainability Report and TCFD

Report on pages 24 to 32.

Valeria Juarez

Environmental and Social Impact Committee Chair

5 August 2026

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 77

Remuneration Committee Report

Kirsty Bashforth

Remuneration Committee Chair

DEAR SHAREHOLDERS

On behalf of the Board, I am pleased to present our 2026

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) The proposed new Directors’ Remuneration Policy (the Policy)

– setting out proposals for the new Policy following a process of

significant shareholder engagement and consultation. The Policy will

be subject to a binding vote at our 2026 AGM on 1October2026.

(3) The Report on the Directors’ Remuneration – setting out how the

Directors’ Remuneration Policy was applied throughout FY26

and how our new proposed Policy will be applied during FY27,

whichwill be subject to an advisory vote at our 2026 AGM.

BUSINESS CONTEXT FOR THE YEAR ENDED 31 MAY 2026

During FY26, we announced a renewed Group strategy which outlined

how we plan to deliver sustainable shareholder value through building

winning portfolios of locally-loved brands across four lead markets,

balanced between developed and emerging markets.

PZ Cussons is now a more focused and resilient business and we have

outlined clear medium-term financial ambitions targeting double-digit

total shareholder returns through the cycle, based on: delivering mid

single-digit % like for like revenue growth, achieving high single-digit

operating profit growth at constant currency, high single-digit EPS growth,

and maintaining a progressive dividend policy. Together, these objectives

reflect our commitment to build a stronger and more resilient business.

FY26 has seen a number of headline achievements:

• Like for like (LFL) revenue growth of 5.8%.

• In Africa, we retained our business with plans to grow, subject to

embedding clear guardrails.

• The Nigeria business saw double-digit growth, as a result of a

volume and margin growth, and mitigating actions has significantly

reduced sensitivity to future movements in the Nigerian Naira.

• The UK business grew across most of our larger brands, led by a

successful gifting campaign by Sanctuary Spa.

• In ANZ, revenue grew 4.0% to £91.3 million. We delivered strong

growth across our largest brands of Morning Fresh, Radiant and

Rafferty’s Garden.

• In Indonesia, revenue grew 10.2% to £60.5 million driven by growth

in Cussons Baby with improvements in both price/mix and volume

and continued e-commerce growth.

• St.Tropez North America returned to growth, of 6.9%, as our

partnership with Emerson strengthens our US offering, offset by

revenue decline in UK and Europe.

• Net debt reduction of £87.0 million to £25.0 million, driven in large

part by proceeds from the sale of PZ Wilmar joint venture, the sale

of other surplus assets and ongoing strong cash flow generation.

Net debt/ EBITDA is 0.7x – compared to our target range of 1.0-1.5x.

• Adjusted operating profit increased by almost 25%, excluding the

contribution from the PZ Wilmar joint venture in FY25, reflecting

cost savings of £8.5 million, allowing for £3.5 million increased

marketing investment.

• Adjusted PBT grew by 21.9%, driven by a reduced net finance

chargedue to the balance sheet strengthening. This was offset by an

increased share of minority interest arising from the growth in Nigeria

and a higher effective tax rate, resulting in EPS decline of 2.7%.

Committee role

• To set, develop and oversee the implementation of the

Directors’ Remuneration Policy (the 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.

Priorities for 2027

• Reinforce brand-building and innovation with changes to the

annual bonus plan.

• Work with management to review wider workforce

remuneration and related policies.

Detailed responsibilities are set out in the Committee’s Terms of Reference,

which can be found on the Company’s website: www.pzcussons.com

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

REMUNERATION DECISIONS YEAR ENDED 31 MAY 2026

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 FY26, 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 £57.0 million (at budget rate) which

gives a payout of 58.2% of maximum on this element.

• Operating Free Cash Flow Conversion of 98.6% (at budget rate)

which gives a payout of 94.1% of maximum on this element.

This gives a combined achievement of 67.2% 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. 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 and delivering and embedding the

portfolio transformation. Assessing their contribution in the round,

and notwithstanding the financial performance delivered, the

Committee determined an overall achievement of 85% of maximum

on this element for the CEO and 100% of maximum for the CFO.

Combining the financial and the personal elements, the bonus

outcome was 70.7% of the maximum for the CEO and 73.7% of

maximumfor the CFO.

This results in bonus awards of 106.1% of salary for the CEO and

17.7% of salary, on a pro rata basis, for the CFO. 40% will be deferred

into shares for two years for the CFO as per the Policy. Full details of

the performance assessment can be found on pages 92 and 93.

FY24 Long-Term Incentive Plan

September 2026 marks the vesting of the first Restricted Share Plan

(RSP) awards implemented in the 2023 Policy. While no performance

conditions apply to the restricted shares, in line with typical market

practice and investor expectations, the Committee retains the ability

to reduce vesting (including to nil) subject to satisfaction against the

following three key underpins:

• 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 Remuneration Committee reviewed performance against the

underpins, which included input from both the Audit and Risk

Committee and Environmental and Social Impact Committee, and

determined the FY24 RSP awards should vest at 100%. Details

are set out in full on page 94 and 95. As we disclosed last year, a

one-off reduction was made at the point the FY26 RSP awards were

granted to mitigate the potential for windfall gains due to share price

performance up to the point of grant. This resulted in an award of 79%

of salary for the CEO (note the CFO’s award lapsed on cessation as

explained later in this letter).

Board changes during FY26

Jan Bramall was appointed to the Board as CFO on 23 March 2026.

Her remuneration was set in line with the Remuneration Policy on

a salary of £430,000 and a pension contribution in line with the

majority of the UK workforce at 10% of salary. In line with our Policy,

for FY26, Jan participated in the annual bonus plan with a maximum

opportunity of 125% of salary (on a pro- rated basis ) and the RSP with

a maximum opportunity of 75% of salary. This is consistent with the

Policy for the previous incumbent. No buyout awards were made to

Jan onrecruitment.

Sarah Pollard stepped down as an Executive Director on 13 February

2026 and remained with the business until 20 March 2026 to ensure

an orderly handover. Sarah received her salary and benefits to

the point of departure and a payment in lieu of accrued, untaken

holiday at cessation. No payments for loss of office were made. All

outstanding share awards lapsed and she did not participate in the

annual bonus for FY26. In line with the Policy, the post-employment

shareholding requirement will apply.

There were no changes to the Non-Executive Directors during FY26.

Detail of fees paid to Non-Executive Directors during FY26 can be

found on page 91.

REVIEW OF REMUNERATION POLICY

Our current Policy was approved at the 2023 AGM. During FY26,

the Committee undertook a detailed review of the Policy, and

we consulted with shareholders representing over 70% of our

sharecapital.

The review of our Policy was undertaken in the context of the refreshed

Group strategy, focused on building winning portfolios of locally-

loved brands across four lead markets and delivering sustainable

shareholder value. We considered that the combination of an

annual bonus and RSP – introduced at the 2023 AGM – continues to

provide an appropriate and well-balanced framework, driving both

performance delivery and the Group’s simplification agenda and this

was widely supported during the consultation process.

We have been clear about the three main drivers of our competitive

advantage, and our proposed Policy seeks to ensure that our

approach incentivises and rewards for performance relating to our

brands, our go-to-market capabilities and our commercial execution

through manufacturing scale. As a result, the final proposed changes

are mostly focused on targeted refinements to implementation. We

were pleased with the levels of support from our shareholders for

our proposed Policy changes. The main change being introduced as

a direct result of feedback we received during the consultation is an

increase in the weighting on operating free cash flow in the annual

bonus (from 10% to 15%). If approved, the Policy will apply for a

period of up to three years from the date of approval.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 79

For the newly proposed Policy the key updates are as follows.

1. Long-Term Incentive Plan (LTIP) – slight increase to

continue to balance Long Term focus vs Short Term

incentive of overallcomp

• Increase RSP opportunity by 5% of salary: CEO from 90%

to 95% of salary; CFO from 75% to 80% of salary. This

increases the weighting of long-term incentives at target and

reinforces alignment with sustainable value creation and the

shareholderexperience.

2. Annual Bonus Plan – re-weighting of measures, target

payout and bonus deferral

• Introduce two equally weighted strategic measures for FY27:

market share performance and growth through innovation.

This supports a more objective and measurable assessment

of progress and aligns with brand-building to serve more

consumers better.

• Re-weight FY27 measures to reflect the renewed strategy: 50%

operating profit, 15% revenue, 15% cashflow and 20% strategic

measures, replacing the current key business objectives. This

weighting was adjusted following feedback from shareholders on

the importance of a continued focus on improving cash-flow.

• Reduce payout for target performance from 60% to 50% of

maximum opportunity, with no change to maximum opportunities.

This better aligns the payout curve with governance expectations

while retaining appropriate stretch and achievability.

• Introduce a dashboard to support the Committee’s

assessment of bonus outcomes. This will help ensure that

bonus payouts remain appropriate in light of decision-making

during the year, underlying performance achieved and the

shareholderexperience.

• Remove bonus deferral once an Executive Director has

achieved the shareholding guideline of 200% of salary.

Executive Directors who have met the guideline will continue to

have meaningful alignment through existing shareholdings and

RSP awards, including the two-year post-vesting holding period.

3. Non-Executive Director fees (shares)

• Introduce an additional £20,000 annual payment in shares for

Non-Executive Directors and the Chair, with no change to the

NED shareholding guideline. This supports direct alignment

with shareholders through share price while recognising time

commitment and the complexity of operating in the UK-

listedenvironment.

OUR APPROACH TO REMUNERATION FOR THE YEAR ENDING

31MAY 2027

Base salaries

The base salaries for the CEO and CFO have been increased by 3.5%

to £708,875 and £445,050 respectively with effect from 1 September

2026. This is aligned with the salary increase budget for the wider

employee population in the UK of 3.5%.

FY27 annual bonus

The changes to the FY27 annual bonus structure reflect the Directors’

Remuneration Policy that we are asking shareholders to approve at

the AGM on 1 October 2026 as outlinedabove.

The Committee set the FY27 annual bonus targets on a business-as-

usual basis and will review to ensure these remain appropriate, and

that the FY27 annual bonus outcome is a fair reflection of underlying

financial performance and the shareholder experience.

FY27 Restricted Share Plan (RSP) awards

Subject to the approval of the Directors’ Remuneration Policy on 1

October 2026, the CEO will be granted a FY27 RSP award of 95% of

salary (increased from 90% as per previous Policy) and the CFO, 80%

of salary (increased from 75% as per previous Policy).

Non-Executive Director alignment through share price

From FY27, we will be introducing an additional £20,000 payment in

shares for our Non-Executive Directors as outlined above. There is no

change to cash base fee for FY27 for Non-Executive Directors. Further

summary details on how we intend to implement the Policy in FY27

are set out in the ‘Remuneration at a Glance’ summary on page 81

with full details on pages 82 to 90.

Wider employee experience

The Committee continues to take account of remuneration policies

and practices across the wider employee group, alongside relevant

market data, when considering the remuneration arrangements for

the Executive Directors and other senior executives. In my role as

designated Non-Executive Director for employee engagement, as well

as Chair of the Remuneration Committee, I meet regularly with the

Chief People Officer to discuss remuneration across the Company.

The key remuneration activities considered for the wider employee

population for FY26, are set out below:

• Annual salary review for employees continue to be reviewed against

individual performance, market data, economic forecasts and

Group financial budgets, amongst other factors. The salary increase

budget for FY26 for UK-based employees was 3.5%, Nigeria was

16%, Indonesia was 7.0% and Australia was 3.5%.

• For FY26 bonus, the scheme for participating employees included

an element of their own business unit as well as company-wide

performance to reward the overall success of the PZ Cussons

Group. Our leaders continue to have an element relating to their

personal contribution.

• Share awards in the form of RSPs continued to be granted to

senior leaders and managers to reward critical talent and support

retention. We believe that the RSPs are an impactful tool that

enables the Company to compete internationally for the best

executive talent. 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

Our approach to the newly proposed Policy is focused on providing

clear alignment between strategy, incentives, stakeholder experience

and remuneration. I would like to thank shareholders for all their

feedback during FY26 as we seek to shape the right balance in

providing a more rounded approach on delivery of our renewed

strategy while also removing complexity. I hope our shareholders

agree and will support as such at our upcoming AGM. We welcome

your views and any discussion on the matters set out in this report.

Kirsty Bashforth

Remuneration Committee Chair

5 August 2026

Remuneration Committee Report continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

CHANGES TO DIRECTORS’ REMUNERATION AND HOW IT WILL BE IMPLEMENTED IN FY27

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. During the year, the Committee undertook a detailed review of the Directors’ Remuneration

Policy, working with management and independent advisers to develop proposals and recommendations. No Executive Director was present

when their own remuneration was discussed.

The Committee also considered market data from UK-listed companies of a similar size and complexity to arrive at the following table which sets

out a summary of the approach to remuneration, including key changes for FY27, subject to shareholder approval at the 2026 AGM. Full detail is

provided on pages 82 to 90.

Remuneration at a Glance

Key Policy features

Implementation in FY26 Proposed approach for FY27 and key changes

Salary

Base salaries

Salaries from 1 September 2025: Salaries from 1 September 2026:

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.

Opportunity:

Policy maximum of 150% of salary (60% payout at target).

Maximum bonus for FY26:

40% of bonus earned deferred into shares for two years

providing shareholding guideline not met.

Actual bonus outcome of 70.7% of maximum for the CEO

and 73.7% for the CFO.

Opportunity:

Policy maximum of 150% of salary (50% payout at target).

Maximum bonus for FY27:

40% of bonus earned deferred into shares for two years

providing shareholding guideline not met.

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 FY26 to the CEO and CFO equivalent to:

CEO: 79% of salary

(usually 90% without one-off reduction)

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:

Policy maximum of 95% of salary

Awards made in FY27 to the CEO and CFO equivalent to:

CEO: 95% of salary

CFO: 80% of salary

Underpins:

There are no changes to the underpins or holding period

forFY27.

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 are currently required to retain shares

with a value equal to 50% of the net gain after-tax arising

from the acquisition of shares pursuant to the DBP and

LTIP until they satisfy this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.

Requirement remains for Executive Directors to build up

interests in the Company’s shares worth 200% of salary.

Once achieved, bonus deferral will no longer apply.

Expectation remains for the Chair and Non-Executive

Directors to build up interests in the Company’s shares

worth100% of their net base fee within four years.

Current shareholding of the Executive Directors and

Non-Executive Directors is shown on page 97.

10% 10%

CEO

150% of salary

CFO

125% of salary

CEO

150% of salary

CFO

125% of salary

CEO

£684,903

CFO

£430,000

CEO

£708,875 (+3.5%)

CFO

£445,050 (+3.5%)

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 81

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 2024 UK Corporate

Governance Code (the 2024 Code) and the requirements of the

UKListing Rules. The Directors’ Remuneration Policy as set out in this

report will be put to shareholders for approval at the 2026 AGM to be

held on 1 October 2026. It is the Committee’s intention that the new

Directors’ Remuneration Policy will be effective following approval

from shareholders through a binding vote at the 2026 AGM, and will

replace the current Remuneration Policy approved at the 2023 AGM.

The Committee considered the principles listed in the 2024 Code

when designing the Directors’ Remuneration Policy and took these

into account in its design and implementation:

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 objectives and

shareholder value creation through our Long-Term Incentive Plan

(LTIP). Our remuneration policies and practices are designed to

support the delivery of the Company’s long- term strategy and

promote long-term sustainable success. Our Remuneration Policy

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 payment in shares, alongside our current

shareholding guideline, for all our Non-Executive Directors to ensure a

consistent focus on sustainable growth of shareholder value.

Remuneration Policy

DIRECTORS’ REMUNERATION POLICY TABLE

Purpose and link

tostrategy Operation Maximum Opportunity Performance Measures

Element – Base Salary

To provide an

appropriate level of

fixed cash income to

recruit and retain talent

through the provision

of competitively

positioned

basesalaries.

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.

To avoid setting expectations of Executive Directors and other

employees, there is no overall maximum for salary increases

underthis Policy.

Salary increases are reviewed in the context of salary increases

across the wider Group.

Any increase in excess of those elsewhere in the Group would

be considered very carefully by the Committee. Full disclosure

would be included in the relevant Remuneration Report. The

circumstances in which higher increases may be awarded include

but are not limited to:

• An increase in the scope and/or responsibility of a role.

• An increase upon promotion to Executive Director.

• Where a salary has fallen significantly below market positioning.

• The transition over time of a new Executive Director recruited on a

below market salary to a more competitive market positioning as

the Executive Director gains experience in the role.

None, although overall

performance of the

individual is considered

by the Committee

when setting and

reviewing salaries.

Changes from 2023–26 Policy: None.

Transparency and reporting: Remuneration arrangements have

defined parameters which are transparently communicated to

shareholders and other stakeholders, including maximum incentive

quantum and incentive plan pay-out schedules. 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. We have also sought to find balance in our remuneration

arrangements, while maintaining focus between short- and long-term

performance. No Director should be involved in deciding their own

remuneration outcome.

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, ensuring common goals and outcomes. When required,

the Committee exercises independent judgement or discretion when

authorising remuneration outcomes, taking account of Company

and individual performance, and wider circumstances. Provisions are

also in place to allow for the application of clawback and/or malus

in specific circumstances. The Committee reviews remuneration

arrangements throughout the Company and takes theseinto account

when setting Directors’ remuneration.

The components of Executive Directors’ remuneration are described

below. A copy of the Remuneration Policy will be made available

on the Company website: www.pzcussons.com/investors/

shareholders/annual-reports/

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Purpose and link

tostrategy Operation Maximum Opportunity Performance Measures

Element – Benefits

Recruitment and

retention of senior

executive talent

through the provision

of a competitively

positioned and

cost-effective

benefitspackage.

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

allother employees.

Where relevant, additional

benefits may be offered if

considered appropriate and

reasonable by the Committee,

such as assistance with the

costs of relocation.

The maximum opportunity will be based on the cost of providing

the benefits. This will be set at a level that the Committee considers

appropriate, taking individual circumstances into account.

Not applicable.

Changes from 2023–26 Policy: None.

Element – Pensions

Designed to enable an

Executive Director to

generate an income

in retirement and to

provide an overall

remuneration package

that is competitive in

the market.

Participation in a defined

contribution pension plan

or provision of a cash

allowance in lieu of a

pensioncontribution.

A Company pension contribution in line with the rate provided to

thewider workforce in the country the Executive Director is based.

For the UK, this is currently 10% of base salary in respect of each

financial year into the scheme on behalf of the Executive Director

(orthe Company makes an equivalent cash payment in lieu).

Not applicable.

Changes from 2023–26 Policy: None.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 83

Purpose and link

tostrategy Operation Maximum Opportunity Performance Measures

Element – Annual Bonus Scheme and Deferred Annual Bonuses

Designed to

motivate Executive

Directors to focus

on annual goals

and milestones

that are consistent

with the Group’s

longer-term

strategic aims.

Measures and targets are set annually at the beginning of the

relevant financial year and payout levels are determined by the

Committee after the year-end based on performance against those

measures and targets.

Unless the minimum shareholding guideline has been achieved,

a minimum of 40% of the bonus earned will usually be deferred

into shares. The deferral period will usually be two years (unless

the Committee determines otherwise). Where the minimum

shareholding requirement has been met, the annual bonus may

bepaid fully in cash and this will apply to the FY26 bonus.

A dividend equivalent may be payable on deferred shares that vest.

The Committee may at its discretion amend performance

measures and bonus entitlements relating to any financial year

to take account of particular circumstances or events which,

in its reasonable opinion, are relevant to the attainment of the

performance measures or bonus entitlements.

The Committee may apply discretion (both positively and

negatively) to amend the bonus payout should this not, in the

viewof the Committee, reflect underlying business performance

orindividual contribution to the Group.

Recovery and withholding provisions apply to cash and deferred

shares (see the notes to the table).

The maximum annual

bonus opportunities

for current Executive

Directorsare:

• Chief Executive: 150%

of salary.

• Other Executive

Directors: 125%

ofsalaries.

The performance measures and

targets are set by the Committee

each year.

The majority of the annual bonus

is based on challenging financial

targets that are set in line with the

Group’s KPIs.

In addition, a smaller element

of the annual bonus may be

subject to achievement against

strategic measures, key business

objectives and/or personally

tailoredobjectives.

For each financial objective set,

up to 10% of the relevant part of

the bonus becomes payable at

the threshold performance level

rising on a graduated scale to the

maximum performancelevel.

50% of the bonus pays out for

targetperformance.

The structure and nature of the

strategic measures vary, such

that it is not practical to specify

any pre-set percentage of bonus

that becomes payable for

thresholdperformance.

Changes from 2023–26 Policy:

• Reduce payout for target performance from 60% to 50% of maximum opportunity, with no change to maximum opportunities.

• Remove bonus deferral once an Executive Director has achieved the minimum shareholding guideline.

Element – Restricted Share Awards under the PZ Cussons plc Long-Term Incentive Plan 2020 (LTIP)

Designed to

simplify long-term

incentives and

align Executive

Directors’ reward

with the delivery

of shareholder

value through

sustainable share

price growth,

continued

dividend

payments and

delivery of the

businessstrategy.

Annual restricted awards of rights over shares are granted as

a percentage of base salary. Awards normally vest three years

from the date of grant subject to review by the Committee of

performance against pre-determined underpins. If an underpin is

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.

Dividend equivalents accrue on shares subject to RSP awards and

are paid on vesting in respect of those shares that vest.

Award levels and underpins are reviewed before each award cycle

to ensure that they remainappropriate.

Recovery and withholding provisions apply to restricted share

awards (see the notes to the table).

Award opportunities in

respect of any financial

year are limited to rights

over shares with a market

value determined by the

Committee at grant.

The current maximum

opportunities for

Executive Directorsare:

• Chief Executive:

95%of base salary.

• Other Executive

Directors: 80%

ofbasesalaries.

Performance underpins may

be based around key financial,

governance and strategic

measures. They will be set taking

into account the business strategy

and may vary from year-to-

year if the Committee deems it

appropriate. Full disclosure of the

underpins will be provided in the

relevant Remuneration Report.

Changes from 2023–26 Policy: Increase LTIP opportunity by 5% of salary: CEO from 90% to 95% of salary; CFO from 75% to 80% of salary.

Remuneration Policy continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Purpose and link

tostrategy Operation Maximum Opportunity Performance Measures

Element – Shareholding guidelines

Alignment of

the Executive

Directors’

interests

with those of

the Group’s

shareholders.

Requirement to build and maintain interests in the Company’s

shares worth 200% of salary.

Executive Directors are currently required to retain shares with

a value equal to 50% of the net gain after-tax arising from the

acquisition of shares pursuant to the DBP and LTIP until they satisfy

this shareholding guideline.

Not applicable. Not applicable.

Changes from 2023–26 Policy: None.

Element – Post-employment share ownership requirements

Ensures there is

an appropriate

amount of ‘tail

risk’ for Executive

Directors post-

cessation of

employment.

Executives will be required to maintain a minimum shareholding

of 200% of base salary for the first year following ceasing to be a

Board Director and 100% of base salary for the second year, or in

either case if lower, the full shareholding oncessation.

Not applicable. Not applicable.

Changes from 2023–26 Policy: None.

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; or

• 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 without seeking shareholder approval for regulatory, exchange

control, tax or administrative purposes or to take account of a change in legislation.

PERFORMANCE MEASURES AND TARGET SETTING

The Committee considers carefully the selection of measures to be used in the incentive scorecards at the start of each performance cycle.

The policy has been designed to balance simplicity and transparency with an appropriate focus on the outcomes that are most important to the

long-term success of PZ Cussons.

The annual bonus focuses on the key drivers of performance within management’s control, including profitable growth, cash generation and

the successful execution of strategic priorities. The Committee believes these measures provide an appropriate balance between short-term

operational delivery and the actions required to strengthen the Group’s brands, capabilities and market positions over time.

The Committee has placed greater emphasis on operating free cash flow, reflecting the importance of cash generation, financial discipline

and resilience as the Group continues to execute its renewed strategy. The framework also includes strategic measures to support delivery

against key business priorities and ensure management is rewarded for creating sustainable value beyond purely financial outcomes. The RSP

supports long-term alignment between executives and shareholders through a simple remuneration structure and emphasis on long-term

share ownership. Vesting outcomes remain subject to performance underpins covering areas such as financial resilience, governance and

sustainability to ensure rewards remain aligned with the long-term success of the business.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 85

DISCRETION

The Committee will operate the annual bonus and awards under the LTIP and the DBP in accordance with the annual bonus, LTIP and DBP plan

rules (including any rules relating to the exercise of discretion), shareholder-approved Policy, and Listing Rules where applicable.

In line with 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 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.

NON-EXECUTIVE DIRECTORS REMUNERATION POLICY TABLE

The components of Non-Executive Directors’ remuneration are described below:

Purpose and link

tostrategy Operation Maximum Opportunity Performance Measures

Element – Non-Executive Director fees

To reflect the time

commitment in

preparing for and

attending meetings,

the duties and

responsibilities of

the role and the

contribution expected

from the Non-

ExecutiveDirectors.

Fees are normally reviewed

every year and may be

amended to reflect market

positioning and any change

inresponsibilities.

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 incurred by Non-

Executive Directors to attend

meetings and Non-Executive

Directors may be reimbursed

for any business expenses

incurred (including any tax

due) in fulfilling their roles.

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 such roles.

Non-Executive Directors receive a basic fee (part of which may

be paid in shares), and an additional fee for further duties (for

example, chairing of a Committee or Senior Independent Director

responsibilities). Any dealing fees, costs and taxes associated with

the delivery of shares to a Non-Executive Director may be borne by

the Company.

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.

Not applicable.

Changes from 2023–26 Policy: Introduction of payment of part of the fees in shares for Non-Executive Directors including the Chair.

Element – Shareholding guidelines

Alignment of the Non-

Executive Directors’

interests with those

of the Group’s

shareholders.

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.

Not applicable. Not applicable.

Changes from 2023–26 Policy: No change to the Non-Executive Director shareholding guidelines.

Remuneration Policy continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 for FY27 in specific

performance scenarios including a maximum performance scenario with a 50% increase in share price.

Fixed elements of remuneration

Base salary as at 1 September 2026 (£708,875 for Jonathan Myers and £445,050 for Jan Bramall); 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% 50% of maximum opportunity

Jonathan Myers – 50% of 150% of salary

Jan Bramall – 50% of 125% of salary

100% of maximum opportunity

Jonathan Myers – 150% of salary

Jan Bramall – 125% of salary

100% of maximum opportunity

Jonathan Myers – 150% of salary

Jan Bramall – 125% of salary

Long-Term Incentive Plan – (LTIP)

0% 100% of award

Jonathan Myers – 95% of salary

Jan Bramall – 80% of salary

100% award

Jonathan Myers – 95% of salary

Jan Bramall – 80% of salary

100% of award with a 50% increase in share

price over the vesting period

Jonathan Myers – 95% of salary

Jan Bramall – 80% of salary

RECOVERY AND WITHHOLDING PROVISIONS

The LTIP, DBP and annual bonus arrangements are subject to malus and clawback provisions as provided for in the governing rules, a summary

of which is set out below:

• Under the LTIP, the Committee may apply malus and/or clawback where there has been: (a) a misstatement of results (b) an error or

miscalculation in assessing performance (c) misconduct by the individual (d) corporate failure or (e) reputational damage resulting from or

likely to result from the actions of an individual. Any decision to apply malus or clawback can be made at any time from grant until the third

anniversary of an award vesting.

• Under the DBP, the Committee may apply malus at any time prior to vesting where there has been: (a) a misstatement of results or (b) an error

in assessing the value of a participant’s annual bonus. The Committee may also apply malus at any time prior to settlement of an award or

clawback at any time within three years of an award vesting where there has been: (a) misconduct by the individual (b) corporate failure or (c)

reputational damage resulting from or likely to result from the actions of an individual.

• In respect of annual bonuses, the Committee may apply clawback where at any time within the period beginning on the first day of the financial

year to which any bonus award relates and ending on the second anniversary of the payment where there has been: (a) a material misstatement

of results (b) error in any calculation relevant to the Committee’s determination of any bonus award made (c) misconduct by the individual or (d)

circumstances which the Committee considers to have a serious adverse effect on any member of the Group or relevant business unit.

Malus and clawback may be effected in a number of ways set out in the governing malus and clawback rules e.g. by cancelling or reducing

awards, by reducing any cash amount payable to an individual or by requiring an individual to return the value of the cash or shares delivered to

recover any amount overpaid.

Jonathan Myers Jan Bramall

Minimum

100%

31%

36%

42%

39%

27%

25%

40%

45%

26%

24%

34%

31%

£802,525

£506,818

£2,007,611

£1,141,014

£2,539,267

£1,419,171

£2,875,983

£1,597,191

28%

32%

37%

35%

33%

Target

Maximum

MaximumMaximum

(including 50% share

price growth)

Maximum

(including 50% share

price growth)

Fixed pay Annual bonus Long-Term Incentive Plans

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 87

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 previous table. 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 Policy. Taking into account the circumstances of

recruitment, the Committee will apply performance measures and / or underpins to buyout awards 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 Non-Executive Director Remuneration Policy table willapply.

EXECUTIVE DIRECTOR CONTRACTS AND LOSS OF OFFICE PAYMENTS

Executive Directors have permanent service contracts which can be terminated by either party giving to the other not less than 12 months’

notice. No Executive Director has any contractual entitlement to any payments on the termination of employment, but the Company has

discretion to elect to make a payment in lieu of notice in respect of the value of the salary (and, in respect of Jonathan Myers only, contractual

benefits) that would be due during the part of the notice period in which the Executive Director has not worked. Details of the current Executive

Directors’ service contracts are shown below:

Name Date of appointment

Jonathan Myers 1 May 2020

Jan Bramall 23 March 2026

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 principles set out below:

• 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.

• The treatment of outstanding variable remuneration on termination will be determined by the relevant plan rules, a summary of which is set

out below.

The Committee will take account of all relevant circumstances on a case-by-case basis including (but not limited to): the sums stipulated in the

service contract; whether the Executive Director has presided over an orderly handover; the contribution of the Executive Director to the success

of the Company during his or her tenure; and the need to compromise any claims that the Executive Director may have. The Company may, for

example, if the Committee considers it to be appropriate:

• enter into agreements with Executive Directors which may include the provision of legal fees or the settlement of claims or liabilities in return

for a single one-off payment or subsequent payments subject to appropriate conditions;

• reimburse reasonable relocation costs where an Executive Director (and, where relevant, their family) had originally relocated to take up

theappointment;

• terminate employment other than in accordance with the terms of the contract (bearing in mind the potential consequences of doing so); or

• enter into new arrangements with the departing Executive Director (for example, confidentiality, restrictive covenants and/or

consultancyarrangements).

Remuneration Policy continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Long-Term Incentive Plan – Cessation 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. 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 underpins have been met.

Injury, ill health,

disability, redundancy,

retirement, transfer

of the participant’s

employment or 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 underpins have been met.

Alternatively, the Committee has the discretion to allow the award to vest at the time of cessation, taking into account the

extent to which the performance 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.

Long-Term Incentive Plan – Cessation during the holding period

(i.e. in respect of shares held for a compulsory holding period):

Death. The shares will be released as soon as practicable following death.

Any other reason. The shares will generally be released at the end of the holding period unless the Committee determines otherwise.

Annual bonus – cash element

The extent to which any annual bonus is paid in respect of the year of departure if the reason for departure is death, injury, disability, retirement

with company consent, redundancy, the sale of the participant’s employing company or business out of the Group or any other reason the

Committee so decides, 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 – deferred share element under the DBP

Death, injury, disability, ill-health, redundancy, retirement, transfer of

the participant’s employment or 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.

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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 89

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 normally vest early taking into

account: i) the extent to which the Committee considers that the performance underpins have been satisfied at that time, and ii) the pro-rating

of the awards to reflect the proportion of the vesting 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. In the event of an internal corporate reorganisation, the rules of the LTIP

provide that awards may be replaced by equivalent new awards over shares in a new holding company.

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 corporate action and with the

agreement of the acquiring company, awards may be replaced by equivalent new awards over shares in a new holding company.

The Committee may, in the event of a change of control, determine to what extent any bonus should be paid taking into account the

extent to which i) the Committee determines the relevant performance measures have been satisfied at that time, and ii) it is appropriate

to apply time pro-rating (although the Committee can decide not to pro-rate a payment if it regards it as inappropriate to do so in the

particularcircumstances).

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’ total rewards including

compensation and benefits, review of employee-wide dashboard, 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. During FY26, the Committee

undertook a detailed review of the Policy, consulted with shareholders representing over 70% of our share capital, and they considered all

feedback received and their views helped shape the final 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 and subject to three months’ notice by either party. 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 2028

Kirsty Bashforth 31 October 2028

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.

Remuneration Policy continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

Report on the Directors’ Remuneration

This Report on the Directors’ Remuneration sets out how the current Policy was applied throughout FY26 and how our Directors’ Remuneration

Policy will be applied during FY27. The Report on Directors’ Remuneration is subject to an advisory vote at our 2026 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 2026 (amounts are rounded to the nearest Pound Sterling):

EXECUTIVE DIRECTORS

Jonathan Myers Sarah Pollard

Jan Bramall

Salary/fees

2026 680,077 342,728 83,244

2025 659,200 412,000 n/a

Benefits

2026 22,866 14,019 3,223

2025 22,750 17,25 0 n/a

Pension

2026 68,008 34,273 3,583

2025 65,920 41,200 n/a

Total fixed

2026 770,951 391,020 90,050

2025 747,870 470,450 n/a

Bonus

2026 726,760 — 76,013

2025

750,131 390,402 n/a

RSP/PSP

2026 325,400 — —

2025 61,917 31,144 n/a

Total variable

2026 1,05 2 ,16 0 — 76,013

2025 812,048 421,546 n/a

Total

2026 1,823,111 391,020 166,063

2025 1,559,918 891,996 n/a

NON-EXECUTIVE DIRECTORS

David Tyler Kirsty Bashforth Jitesh Sodha Valeria Juarez Vivek Ahuja

Salary/fees

2026 286,125 77,500 60,000 65,000 82,500

2025 286,125 77,50 0 60,000 65,000 69,942

Benefits

2026 — — — — —

2025 — — — — —

Total

2026 286,125 77,500 60,000 65,000 82,500

2025 286,125 77,50 0 60,000 65,000 69,942

1 The amount of salary/fees payable in the period, reflecting the pay increases effective 1 September 2025 for Jonathan Myers and since date of joining on 23 March 2026 for Jan Bramall.

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 received salary supplements of 10% of salary in lieu of pension contributions. Jan Bramall received 10% of salary split between salary supplement and

employer contributions, starting from 1st May 2026.

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 92 and 93.

5 Includes relevant dividend equivalent shares value for previous year Deferred Bonus Awards as shown on page 96.

6 The value of the 2022 PSP has been updated since the previous Annual Report. Calculations now use actual vesting share price of £0.792, and includes relevant dividend equivalent

sharesvalue, and the value of the 2023 RSP award has been estimated using the average three month share price average to 31 May 2026 of £0.79.

7 Vivek Ahuja was appointed Senior Independent Director on 21 November 2024.

8 Sarah Pollard stepped down as an Executive Director on 13 February 2026 and remained with the business until 20 March 2026. Her leaving arrangements are detailed on page 97.

9 Jan Bramall was appointed to the Board as CFO on 23 March 2026 and her remuneration is fully in line with our shareholder approved Policy. She was appointed on a salary of £430,000 and a

pension contribution of 10% of salary which is in line with the majority of the UK workforce. For FY26 Jan participated in the annual bonus plan with a maximum opportunity of 125% of salary (on

a pro- rated basis ) and the RSP with a maximum opportunity of 75% of salary. This is consistent with the approach taken for the previous incumbent. Subject to shareholder approval, Jan’s RSP

award for FY27 will increase to 80% of salary. No buyout awards were made to Jan on recruitment.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 91

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

Jan Bramall

CFO

Salary with effect from 1 September 2026 £708,875 £445,050

Salary with effect from 1 September 2025

£684,903 £430,000

1 Jan Bramall’s base salary at date of joining on 23 March 2026 was £430,000.

Jonathan Myers’ and Jan Bramall’s base salaries have both been increased by 3.5% from 1 September 2026. This is aligned with the average level

awarded to the wider employee population in the UK.

NON-EXECUTIVE DIRECTOR FEES (AUDITED)

There are no increases to cash base fees for Non-Executive Directors for FY27, instead we are introducing a £20,000 payment in shares:

From

1 September

2026

From

1 September

2025 Increase

Basic fees

Chair

£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

£5,000 £5,000 0%

Payment in shares

£20,000 n/a n/a

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.

3 The Payment in shares of £20,000 applies to all Non-Executive Directors including the Chair, and will be implemented quarterly, effective from 1 June 2026.

ANNUAL BONUS FOR THE YEAR ENDED 31 MAY 2026 (AUDITED)

In respect of the year ended 31 May 2026, the CEO, Jonathan Myers, and the CFO, Jan Bramall, both participated in the annual bonus scheme.

Under this scheme, the CEO was eligible to earn a bonus of up to 150% of base salary and the CFO 125% of base salary. Subject to shareholder

approval of the new Policy, bonus payments will be made in cash where the shareholding guidelines have been met. This will apply to FY26

bonus payments where this condition is satisfied. For FY26 for the CFO, 40% will be deferred into shares for two years and are subject to

recovery and withholding provisions and continued employment.

As set out last year, the FY26 annual bonus was based on two key financial indicators: 60% Adjusted Operating Profit, 20% Operating 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 FY26. A summary of the performance targets and outturns are set out in the following tables.

Report on the Directors’ Remuneration continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

FY26 FINANCIAL TARGETS

The financial targets and our performance against them are set out below:

Proportion of

total bonus

Threshold (10%

payout)

Target (60%

payout)

Stretch (100%

payout)

Actual

performance

% of total bonus

payable as % of

max bonus

Adjusted Operating Profit

60% £51.4m £57.1m £62.8m £57.0m 34.9%

Operating Free Cash Flow

20% 73.6% 86.6% 100.7% 98.6% 18.8%

Total 53.7%

1 Personal objectives make up the remaining 20% of the bonus opportunity as explained below.

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. The payout curve between Threshold and Target pivots on a 30% payout, and is a straight line from Target to Stretch.

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 58.2% of maximum and for Operating Free Cash Flow the payout is 94.14% ofmaximum.

5 These measures are defined in the Alternative Performance Measures section on pages 180 to 182.

FY26 KEY BUSINESS OBJECTIVES

The FY26 Key Business Objectives (KBO) and milestones achieved are set out in the table below.

KBO Milestones achieved

Financial delivery:

‘Beatthebudget’

• Deliver operating profit target, revenue momentum and cost savings enabling robust margin delivery, and effective

cash management to deliver Free Cash Flow target.

Cost savings:

Get ‘back’ to investable

double-digit margins

• Remove gross costs in FY26 by driving central cost reductions.

• ‘Rewire’ the remaining organisation to balance activity between business units and the group in order to enable

delivery of future priorities, e.g. innovation and brand-building.

Finalise transactions:

Maximise value and ‘draw

the line’ to move on to deliver

against our future agenda

for PZ Cussons

• Complete the sale of our 50% stake in PZ Wilmar joint venture.

• Following the decision to retain the St.Tropez brand, deliver the plans to drive growth through partnership in the US

with the Emerson Group.

• Announced continuation of operations in our wider African business, subject to introduction of guardrails designed

to mitigate risks, extinguish historic FX liabilities, and drive profitable growth in Africa.

Set out the agenda for

‘NewPZ’

• Launch ‘New PZ’ as a leaner, reduced-risk ‘developed and emerging market’ opportunity with a stronger core and

the potential for sustained growth:

– Successfully deliver capital markets day to demonstrate the ‘equity story’ for investors.

– Roll out internal employee value proposition that unleashes potential and a greater focus on performance.

– Develop and deploy the ’leadership of the future’ at PZ.

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, and concluded that the

resulting 53.7% 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 17% out of a maximum of 20% against the KBOs for

the CEO, taking the total payout to 70.7%. For the CFO, Jan joined late into FY26 and successfully completed handover responsibilities from the

exiting CFO, and combined with a strong start into FY27, the Committee determined a bonus payout of 20% out of a maximum of 20%, taking

the total payout to 73.7%.

The CEO’s bonus will be paid wholly in cash, subject to the approval of the Directors’ Remuneration Policy at the AGM. For the CFO, 40% of the

FY26 annual bonus, totalling £30,405 will be deferred into shares for two years.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 93

ANNUAL BONUS FOR THE YEAR ENDING 31 MAY 2027

Executive Directors will continue to be eligible to participate in the annual bonus scheme in respect of the year ending 31 May 2027 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 50% of maximum payable (a reduction from 60%) for on-target performance under the

financialmetrics.

For the FY27 annual bonus, with the re-introduction of revenue at 15%, the Adjusted Operating Profit measure is re-weighted at 50%, and the

Operating Free Cash Flow measure at 15%. These metrics are cascaded 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 20% of the bonus will be based on two equally weighted strategic

measures for FY27; market share performance and growth through innovation. These measures replace the previous Key Business Objectives

(KBOs) and provide a clearer, more objective way to assess progress against our strategic priorities.

Targets for the FY27 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. The Committee will review the

appropriateness of the targets set for the FY27 annual bonus, to ensure that the original targets remain appropriately stretching and the FY27

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).

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 proposed Policy, subject to shareholder approval, a minimum of 40% of the FY27 bonus earned will be deferred into shares

unless shareholding guideline has been met. 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 section sets out details of:

• Performance Share Plan Awards

• Restricted Share Plan Awards

• Deferred Bonus Awards

The final PSP awards vested on 23 September 2025. There are no outstanding PSP awards to Executive Directors or senior executives.

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)

As disclosed last year, the last remaining PSP awards vested on 23 September 2025, with no discretion applied, as follows:

Date of

award

Number of

awards at

1 June 2025

Granted/

allocated in

year

Vested in

year

Lapsed in

year

Dividend

Equivalent

Number of

awards at

31 May 2026

Share price

at date of

award (£)

Share price

at date of

vesting (£)

Vesting/

transfer

date

J Myers 23-Sep-22 461,580 — 69,698 391,882 8,480 — 2.005 0.792 23-Sep-25

S Pollard

23-Sep-22 232,178 — 35,058 197,120 4,264 — 2.005 0.792 23-Sep-25

1 Shares vesting under the award are subject to a two-year post-vesting holding period.

2 Sarah Pollard forfeited any outstanding PSP awards.

Report on the Directors’ Remuneration continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 2025

Granted/

allocated Face value Vested

Lapsed in

year

Number of

awards at

31May 2026

Share price

at date of

award (£)

Share price

at date of

vesting (£)

Gain

(£)

Vesting/

transfer

date

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 — — —

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 — — —

J Myers 01-Oct-25 — 753,269 £541,073 — — 753,269 0.800 — — 01-Oct-28

J Bramall 02-Apr-26 — 416,129 £322,500 — — 416,129 0.793 — — 02-April-29

1 Jonathan Myers was granted the above awards on 1 October 2025, calculated using the average of the mid-market quotations for the 30-day period ending with 26 September 2025 of £0.7183.

Jan Bramall was granted the above award on 2 April 2026, being the earliest practicable date following her appointment, calculated using the average of the mid-market quotations for the 30-

day period ending with 1 April 2026 of £0.775. 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.

3 Unvested awards granted to Sarah Pollard lapsed following her resignation.

The Executive Directors were granted a conditional award under the RSP in FY26. The maximum award was 79% of base pay for the CEO (as

previously disclosed this was a one-off reduction from 90%) and 75% of base pay for the CFO. Both awards will vest three years following the

date of grant. Post-vesting, awards will be subject to a further two-year holding period. The vesting of the RSP is subject to three underpins

detailed below, over the three financial years to May 2028. 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 2027. Subject to approval of the new Policy, the CEO will

be granted an FY27 RSP award of 95% of salary (increased from 90% as per previous Policy) and the CFO, 80% of salary (increased from 75% as

per previous Policy).

The vesting of the RSP will remain subject to the three underpins detailed above over the three financial years to May 2029. 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.

VESTING OF RSP AWARDS GRANTED IN THE YEAR ENDING 31 MAY 2024

RSP awards were made to the CEO in the year to 31 May 2024 and are due to vest on 27 September 2026. The CEO was granted 411,899 shares

on the date of grant (27 November 2023), using a share price of £1.3984. The award shall vest on 27 September 2026 at 100% of maximum.

Athree-month average share price to 31 May 2026 (£0.79) has been used to estimate the value of these awards.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 95

DEFERRED BONUS AWARDS (AUDITED)

Under the current Directors’ Remuneration Policy, 40% of any bonus is deferred into shares for two years where shareholding guidelines have

notbeen achieved. 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 as

% of STIP

Number

of awards

at 1 June

2025

Granted/

allocated

in year

Face value

of awards

in year

Vested

in year

Lapsed

in year

Dividend

Equivalent

Shares in

year

Number

of awards

at 31May

2026

price at

date of

award

(£)

price at

date of

vesting

(£)

Gain

(£)

Vesting/

transfer

date

J Myers 23-Sep-22 25% 60,653 — — 60,653 — 7,379 — 2.005 0.792 nil 23-Sep-25

S Pollard

23-Sep-22 25% 28,569 — — 28,569 — 3,475 — 2.005 0.792 nil 23-Sep-25

J Myers 27-Sep-23 25% 115,659 — — — — — 115,659 1.510 — — 27-Sep-26

S Pollard

27-Sep-23 25% 58,177 — — — 58,177 — — 1.510 — — —

J Myers 26-Sep-24 40% 282,177 — — — — — 282,177 0.944 — — 26-Sep-26

S Pollard

26-Sep-24 40% 146,967 — — — 146,967 — — 0.944 — — —

J Myers 01-Oct-25 40% — 414,471 £297,715 — — — 414,471 0.800 — — 01-Oct-27

S Pollard

01-Oct-25 40% — 215,870 £155,060 — 215,870 — — 0.800 — — —

1 Jonathan Myers and Sarah Pollard were granted the above awards on 1 October 2025, calculated using the average of the mid-market quotations for the 30-day period ending with 26

September 2025 of £0.7183. 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.

3 Unvested awards granted to Sarah Pollard lapsed following her resignation.

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, as set out

in the prior table. These awards vested on 23 September 2025, 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 2025 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. Following her resignation, Sarah Pollard’s awards lapsed

in full. These awards are detailed in the prior table.

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, unless shareholding guideline is met, as set out in the Remuneration Policy; and

• 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.

Report on the Directors’ Remuneration continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

INTERESTS IN SHARES (AUDITED)

The interests in the Company’s shares of each of the Executive Directors as at 31 May 2026 (together with interests held by any connected

persons) were:

Ordinary sharesheld

at 31May 2026

Interests in shares that are

not subject to performance

conditions as at 31 May 2026

Shares held under

the SIP as at

31May2026

Value of shares held

at 31 May 2026 as a %

of base salary

J Myers 367,791 2,640,423 13,140 228.7%

J Bramall — 416,129 — 45.1%

S Pollard

99,097 — 8,407 n/a

1 Between 31 May 2026 and 31 July 2026, Jonathan Myers acquired 488 shares under the SIP.

2 The calculation for Executive Director shareholding is based on the salary at 31 May 2026 and the share price as at 31 May 2026 of £0.880.

3 As at date of resignation, 20 March 2026.

While Jonathan Myers has met the 200% of salary shareholding guideline in FY26, given the date of appointment to the Company and Board,

JanBramall is progressing towards achieving the 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 2026, or date of resignation if earlier, are detailed below:

Shareholding

requirement as %

of net fee

Ordinary shares held at

31 May 2026 or date of

resignation if earlier

Total price paid to

acquire shares

Shareholding as % of

fee at 31 May 2026 or

date of resignation

ifearlier

David Tyler 100% 134,005 £139,182 92%

Kirsty Bashforth 100% 22,469 £38,524 121%

Jitesh Sodha 100% 22,200 £54,923 173%

Valeria Juarez 100% 23,860 £35,386 111%

Vivek Ahuja 100% 40,000 £37,215 117%

1 The calculation for Non-Executive Director shareholding is based on the net base fee and the share price paid on acquisition.

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 2026, the Non-Executive Directors exceeded this expectation, with the

exception of David Tyler though he has not yet reached his 4th anniversary.

There have been no changes in the interests of any Non-Executive Director between 31 May 2026 and 31 July 2026.

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 Jan Bramall, and previously applicable for 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)

Sarah Pollard stepped down as an Executive Director on 13 February 2026 and remained with the business until 20 March 2026 to ensure

an orderly handover. Sarah received her salary and benefits to the point of departure and a payment in lieu of accrued, untaken holiday at

cessation. No payments for loss of office were made. All outstanding LTIP and deferred bonus share awards lapsed and she did not participate

in the annual bonus for FY26. Vested FY22 and FY23 LTIP awards will continue to be subject to the holding period. In line with the Remuneration

Policy, Sarah will be required to maintain a minimum shareholding requirement of 200% of salary for the first year following cessation until 20

March 2027 and 100% of salary for the second year to 20 March 2028, or in either case if lower, the full shareholding on leaving the Company.

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 2026 under the Company’s share

incentive plans, no new ordinary shares were issued.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 97

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

2026 against the TSR of a holding of shares in the FTSE 250 Index over the same period, based on an initial investment of £100.

PZ Cussons plc TSR vs the FTSE 250 Index TSR

Value (£)

300

200

250

150

100

PZ Cussons plc FTSE 250 Index

20252016 2017 2018 2019 2020 2021 2022 2023 2024 2026

CHIEF EXECUTIVE OFFICER REMUNERATION FOR PREVIOUS TEN YEARS

Total

remuneration

(£000)

Annual bonus

% of maximum

opportunity

LTIP % of

maximum

opportunity

2025–26 Jonathan Myers 1,823 70.70% 100.0%

2024–25 Jonathan Myers 1,560 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

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%

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 2025

and 31 May 2026, and the percentage change:

2026

£m

2025

£m

Change

Total employee costs 78.3 76.2 3%

Dividends paid 15.1 15.1 0%

Report on the Directors’ Remuneration continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

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 FY26. 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.

Employee data includes those employed as at 31 May 2026. For any employee who joined after 1 June 2025 and was still employed at

31May 2026, 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

2025–26 A 1,823 20 33 47

2024–25

A 1,560 17 29 41

2023–24 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

1 CEO single figure has been updated to reflect actual vesting share price of the 2022 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 2026. This was driven primarily by the increased variable pay, in the form of RSP award,

for the CEO which makes up a significant proportion of the remuneration package.

The salary and total pay for the individuals identified at the lower quartile, median and upper quartile positions as at 31 May 2026 are set

outbelow:

2026 Salary Total pay

Upper quartile individual £63,361 £90,417

Median individual £50,500 £55,277

Lower quartile individual £35,000 £38,604

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 2024 Code.

The Committee held four scheduled meetings in full attendance and a further two Committee meetings and calls were convened for specific

business during the 2026 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

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 99

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 £164,150 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 all of the 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 all of the 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.

COMMITTEE ACTIVITIES DURING THE YEAR ENDED 31 MAY 2026

July

2025

• Remuneration Policy review.

• Review of draft Remuneration Report in respect of FY25.

• Update on external environment from independent adviser.

• Review annual bonus awards for FY25.

• Review and approval of structure and financial targets for the

annual bonus scheme for FY26.

• Approval of executive salary review.

• Review of vesting of past LTIP awards and update on the

progress of in-flight awards.

• Review of levels of share ownership.

• Review of company-wide remuneration dashboard.

• Review of Executive Director FY26 Key Business Objectives.

• Initial timetable for reviewing the Directors’ Remuneration Policy

ahead of FY27.

September

2025

• Update on external environment from independent adviser.

• Approval of shareholder communication.

• Approval of FY25 Directors’ Remuneration Report.

• Review of post-audit annual bonus awards for FY25.

• In-flight PSP award update.

• Approval of Executive Director FY23 PSP vesting.

• Review and approval of FY26 RSP and Deferred Bonus Share

Plan awards.

• Review of company-wide remuneration dashboard.

• Good leaver approval.

• Review of leaving terms for exiting CFO.

• Review approach to remuneration following conclusion of

strategic review of operations in Africa.

February

2026

• Update on external environment from independent adviser.

• Update on FY26 annual bonus performance.

• Review of satisfying share scheme awards and dilution limits.

• Approach to variable pay design principles for FY27 as part of

the future Directors’ Remuneration Policy.

• Review of first draft of Policy review.

• Review of joining term for new CFO.

• Review of company-wide remuneration dashboard.

• Good leaver approval.

April

2026

• Review of first draft of Directors’ Remuneration Policy.

• Approach to shareholder consultation for Directors’

Remuneration Policy.

• Review of annual bonus design and modelling for FY27.

• Review of interim FY26 RSP awards for new joiners.

May

2026

• Update on external environment from independent advisor.

• Update on FY26 annual bonus performance.

• Consideration of FY27 annual bonus design and targets.

• Review of feedback from shareholders on proposed

Policyreview.

• Approach to Directors’ Remuneration Report as part of

AnnualReport.

• Review of company-wide remuneration dashboard including

salary review proposals.

• Review of Board Chair’s fee.

Report on the Directors’ Remuneration continued

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

100

SHAREHOLDER ENGAGEMENT

The Committee recognises the importance of understanding the perspective of 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 shareholders and, in this context, is committed to an open and transparent dialogue with shareholders

on the issue of executive remuneration. For example, during FY26, this took the form of consultation on the proposed Policy, as well as questions

at the 2025 AGM held on 20 November 2025. The votes cast at the 2025 AGM in respect of the advisory vote on the 2025 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 shareholders regarding remuneration at the 2026 AGM and looks

forward to ongoing dialogue with shareholders during FY27.

ADVISORY VOTE ON THE 2025 REPORT ON DIRECTORS’ REMUNERATION AND THE CHAIR’S ANNUAL STATEMENT (2025 AGM)

Votes for Votes against

Number % Number % Votes cast Votes withheld

307,522,038 99.71 898,675 0.29 308,420,713 18,176,366

BINDING VOTE ON AMENDMENTS TO THE DIRECTORS’ REMUNERATION POLICY (2023 AGM)

Votes for Votes against

Number % Number % Votes cast Votes withheld

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

5 August 2026

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 101

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 2026.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the year were 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 16 to 19 of the Strategic Report.

The Directors recommend a final dividend of 2.20p (2025: final

dividend of 2.10p) per ordinary share to be paid on 8 October 2026

to ordinary shareholders on the register at the close of business

on 11September 2026, which, together with the interim dividend

of 1.50p (2025: 1.50p) paid on 9 April 2026, makes a total of 3.70p

forthe year (2025: 3.60p).

SCOPE OF THE REPORTING IN THIS ANNUAL REPORT

ANDACCOUNTS

The Group’s statement on corporate governance can be found on

pages 58 to 64 which is incorporated by reference and forms part of

this Report of the Directors. For the purposes of compliance with UK

Financial Conduct Authority’s Disclosure Guidance and Transparency

Rules (DTR) 4.1.5 R(2) and DTR 4.1.8R, 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 2006 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 94 to 96

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103

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 2026

David Tyler Served throughout the year

Jonathan Myers Served throughout the year

Sarah Pollard Served until 13 February 2026

Jan Bramall Appointed 23 March 2026

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 97. 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 DTR 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

31July2026:

As at 31 July 2026 As at 31 May 2026

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

FIL Limited 43,171,641 10.07 4 3,171,641 10.07

Heronbridge

InvestmentMgt

31,157,024 7.27 31,157,024 7. 27

Majedie Asset

management

21,160,944 4.94 21,16 0,944 4.94

J B Zochonis Settlement 19, 927,13 0 4.65 19,927,13 0 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.

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

102

ADDITIONAL STATUTORY INFORMATION

Directors’

indemnification

andinsurance

As at the date of this report, 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 2026, the

Concert Party held in the aggregate, approximately 42.69% of the issued share capital of the Company.

The 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 complies with thisrequirement.

Political and

charitable

contributions

Charitable contributions in the UK during the year amounted to £0.1 million (2025: £0.1 million).

No political contributions were made in the year (FY25: £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 27.

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 2006, further details on the composition of our

global employee population as at 31 May 2026 are set out in the table below:

2026 2025 2024 2023 2022

No. % No. % No. % No. % No. %

Female employees 596 30 689 29 688 28 726 27 756 27

Male employees 1,370 70 1,661 71 1,749 72 1,918 73 2,005 73

Female senior managers 71 46 76 48 75 43 74 40 61 36

Male senior managers 85 54 83 52 101 57 109 60 109 64

Female

Group BoardDirectors

3 43 3 43 3 37 3 33 4 44

Male

Group Board Directors

4 57 4 57 5 63 6 67 5 56

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026 103

External Auditor PwC has indicated its willingness to act as External Auditor to the Company for the year ending 31 May 2027 and, in accordance

with section 485 of the Companies Act 2006, a resolution for its reappointment will be proposed at the forthcoming AGM. A

statement on the independence of the External Auditor is included in the Audit and Risk Committee Report on pages 70 to 71.

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 33 to 40 of the

StrategicReport.

Annual General

Meeting

The Company’s 2026 AGM will be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG at 10.30am

on 1October 2026. 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 2026, 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.

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 2025 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 2025 to 31 May 2026 (2025: 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 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 41 to 42.

Events after the

balance sheet date

The post-balance sheet events are described in note 30 to the Consolidated Financial Statements.

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 6 to 8.

• 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

FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGOVERNANCESTRATEGIC REPORT

PZ Cussons plc Annual Report and Accounts 2026

104

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 52 to 53, 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

5 August 2026

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PZ Cussons plc Annual Report and Accounts 2026 105

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 2026 and of the Group’s profit and the Group’s cash flows for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards 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 2026 (the “Annual Report”), which comprise:

• the Consolidated Balance Sheet as at 31 May 2026;

• the Company Balance Sheet as at 31 May 2026;

• the Consolidated Income Statement for the year then ended;

• the Consolidated Statement of Comprehensive Income for the year then ended;

• the Consolidated Statement of Changes in Equity for the year then ended;

• the Consolidated Cash Flow Statement for the year then ended;

• the Company Statement of Changes in Equity 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

six 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 five

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 80%

of the Group’s revenue.

Key audit matters

• Impairment of goodwill and brands (Group)

• Impairment of investment in subsidiaries and amounts owed by group companies (Company)

Materiality

• Overall group materiality: £5.4 million (2025: £5.1 million) based on 1.0% of revenue.

• Overall company materiality: £0.9 million (2025: £1.1 million) based on 1.0% of total assets.

• Performance materiality: £4.1 million (2025: £3.1 million) (Group) and £0.7 million (2025: £0.7 million) (Company).

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106

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.

Trade promotions – rebates, which was a key audit matter last year, is no longer included because of continued improvements in the systems

and controls reducing the extent of audit effort. 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 2026, the Group recognised indefinite-lived brands of £235.0

million (2025: £220.0 million) and goodwill of £19.4m (2025: £19.4

million) as per Note 10 of the financial statements. An impairment charge

of £13.0 million and an impairment reversal of £24.4 million in relation to

the indefinite-lived brands was recognised during the year.

During the year ended 31 May 2026, 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 secondly the 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, Fudge 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.

This is an area of audit focus given the value of the goodwill and brands

and the judgements and estimates made by management in reaching

their conclusions.

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.

In assessing the appropriateness of valuation of goodwill and indefinite-

lived brands we have performed the following procedures:

• we evaluated management’s rationale for determining the CGUs

and the allocation of assets including goodwill to the brand or group

ofbrands;

• 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 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

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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PZ Cussons plc Annual Report and Accounts 2026 107

Independent Auditor’s Report to the Members of PZ Cussons plc continued

Key audit matter How our audit addressed the key audit matter

Impairment of investment in subsidiaries and amounts owed by

group companies (Company)

The Company has investments in subsidiaries of £36.8 million (2025:

£36.8 million) and amounts owed by group companies of £48.6 million

(2025: £66.6 million).

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 2026.

We focused on this area due to the material quantum of the carrying value

of investments in subsidiaries and amounts owed by group companies.

Judgement is required to determine whether impairment indicators exist

which would require an impairment test to be performed.

Refer to Note 4 (Investments) and Note 5 (Receivables) within the Notes

to the Company Financial Statements of the Annual Report.

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 subsidiaries 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 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

carrying value of investments in subsidiaries and amounts owed by

groupcompanies to be appropriate.

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 six 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 five component

audits completed by UK and overseas component audit teams.

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108

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 2026.

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 £5.4 million (2025: £5.1 million). £0.9 million (2025: £1.1 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 £4.0 million (2025: £1.0 million to £3.9 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 75% (2025: 60%) of overall materiality, amounting to £4.1 million (2025: £3.1 million) for the group financial statements and £0.7

million (2025: £0.7 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) (2025: £0.3 million) and £0.05 million (company audit) (2025: £0.06 million) as well as misstatements below those amounts that, in our

view, warranted reporting for qualitative reasons.

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PZ Cussons plc Annual Report and Accounts 2026 109

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;

• Reviewed the terms of the new RCF entered into in June 2026 and considered the impact of the new covenants during the going concern period;

• 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.

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110

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 below.

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 2026 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 the 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 2026 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 the 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 the 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 the 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 the 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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PZ Cussons plc Annual Report and Accounts 2026 111

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 Companies Act 2006, Listing Rules and UK and overseas tax legislation, and we considered the extent to which non-compliance

might have a material effect on the financial statements. 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 significant 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 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; and

• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims.

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.

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.

Independent Auditor’s Report to the Members of PZ Cussons plc continued

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112

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

We were first appointed by the Company for the financial year ended 31 May 2024. Our uninterrupted engagement covers 3 financial years.

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

5 August 2026

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PZ Cussons plc Annual Report and Accounts 2026 113

Consolidated Income Statement

For the year ended 31 May 2026

			2026	2025
		Note	£m	£m
Revenue		2	5 41. 4	5 1 3.8
Cost of sales			(32 2.0)	(307 .0)
Gross profit			219. 4	20 6. 8
Selling and distribution expense			(92 .0)	(8 5. 4)
Administrative expense			(5 7. 7)	(10 6 . 4)
Other operating income		3	12 .6	—
Gain on disposal of joint venture undertakings		29	4 .5	—
Share of results of joint venture		14	—	5.6
Operating profit		2	86.8	2 0.6
Finance income			3. 4	3. 9
Finance expense			(12 . 8)	(18.0)
Net finance expense		6	(9.4)	(1 4 .1)
Profit before taxation			7 7. 4	6 .5
Taxation		7	(4 9.0)	(11 . 7)
Profit/(loss) for Attributable to:	the year 1	4	28. 4	(5. 2)
Owners of the Parent			19. 8	(5.8)
Non-controlling interests			8 .6	0.6
			28 . 4	(5. 2)
			pence	pence
Profit/(loss) per share 1
Basic (p)		9	4 .70	(1. 3 8)
Diluted (p) 2		9	4. 67	(1. 3 8)

1 Wholly derived from continuing operations.

2 The basic and diluted loss per share are equal in 2025 as a result of the Group incurring a loss for the year.

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Consolidated Statement of Comprehensive Income

For the year ended 31 May 2026

		2026	2025
	Note	£m	£m
Profit/(loss) for the year		28 . 4	(5. 2)
Other comprehensive (expense)/income
Items that will not be reclassified subsequently to income statement
Re-measurement loss on net retirement benefit surplus	23	(3 .1)	(4. 6)
Taxation on items that will not be reclassified to income statement	21	0. 8	1.2
Total items that will not be reclassified to income statement		(2 .3)	(3.4)
Items that may be reclassified subsequently to income statement
Exchange differences on translation of foreign operations 1		0. 2	0.2
Reclassification of currency translation reserve on the disposal of joint venture undertaking	29	13. 6	—
Share of other comprehensive expense of joint venture accounted for using the equity method		—	(1 .0)
Cash flow hedges – fair value movements		(0.8)	0.2
Taxation on items that may be subsequently reclassified to income statement	21	1.3	—
Total items that may be subsequently reclassified to income statement		14 . 3	(0.6)
Other comprehensive income/(expense) for the year		12 . 0	(4.0)
Total comprehensive income/(expense) for the year		4 0. 4	(9. 2)
Attributable to:
Owners of the Parent		26 . 3	(1 0 .1)
Non-controlling interests		1 4 .1	0.9
		4 0. 4	(9. 2)

1 Includes a hyperinflation adjustment of £n il (2025: £1.9 million) in relation to Ghana, net of £n il (2025: £0.8 million) deferred taxation.

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PZ Cussons plc Annual Report and Accounts 2026 115

Consolidated Balance Sheet

As at 31 May 2026

		2026	2025
	Note	£m	£m
Assets
Non-current assets
Goodwill and other intangible assets	10	26 5 .3	2 53. 9
Property, plant and equipment	11	4 4.0	43 .4
Investment properties	12	1. 2	10.0
Right-of-use assets	13	11 . 5	1 3.6
Net investment in joint venture	14	—	—
Trade and other receivables	17	1. 9	2. 1
Deferred tax assets	21	13. 0	15.8
Tax receivable		1. 3	4. 8
Retirement benefit surplus	23	25 .0	27 .4
		3 63 . 2	371 .0
Current assets
Inventories	16	7 8. 8	70.0
Trade and other receivables	17	9 9. 2	1 19.2
Derivative financial assets	19	0 .1	0.4
Current taxation receivable		1. 3	0. 1
Cash and cash equivalents	18	51.9	45.1
		2 31. 3	234 .8
Assets held for sale	15	—	9.4
		2 31. 3	24 4 .2
Total assets		594.5	615.2
Equity
Share capital	24	4 . 3	4.3
Treasury shares	24	(2 9 .1)	(32.0)
Capital redemption reserve		0 .7	0.7
Hedging reserve	19	(0.8)	(0. 2)
Currency translation reserve		(15 0. 6)	(15 8. 4)
Retained earnings		4 02 . 3	3 99.6
Other reserves		7. 4	5.7
Attributable to owners of the Parent		2 3 4 . 2	219. 7
Non-controlling interests		7. 9	(6. 2)
Total equity		242. 1	21 3.5

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116

		2026	2025
	Note	£m	£m
Liabilities
Non-current liabilities
Borrowings	18, 19	7. 0	102.4
Trade and other payables	20	1 .1	0.6
Lease liabilities	18, 19	10. 5	12.6
Deferred taxation liabilities	21	45 .3	34.1
Retirement and other long-term employee benefit obligations	23	11. 5	1 1 . 7
		75 .4	161 .4
Current liabilities
Borrowings	18, 19	6 9.9	5 4.7
Trade and other payables	20	16 5. 8	1 55. 1
Lease liabilities	18, 19	2. 4	2. 3
Derivative financial liabilities	19	2 .1	0.4
Current taxation payable		36 . 4	27.5
Provisions	22	0. 4	0.3
		2 7 7. 0	24 0.3
Total liabilities		3 52 . 4	401. 7
Total equity and liabilities		594.5	615.2

The Consolidated Financial Statements from pages 114 to 171 were approved by the Board of Directors and authorised for issue on 5 August 2026.

They were signed on its behalf by:

J Myers J Bramall

5 August 2026

PZ Cussons plc

Registered number 00019457

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Consolidated Statement of Changes in Equity

For the year ended 31 May 2026

						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 2024		4.3	(34 .5)	0.7	(0. 4)	(1 59.6)	425.3	6.5	( 7.1)	23 5. 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)	—	—	(1 5 .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	—	—	—	(14 . 2)	(0.8)	—	(12 . 5)
recognised directly in equity
At 31 May 2025		4.3	(32.0)	0.7	(0. 2)	(15 8 . 4)	39 9.6	5 .7	(6. 2)	213.5
At 1 June 2025		4 . 3	(3 2.0)	0 .7	(0.2)	(1 58.4)	3 9 9. 6	5.7	(6. 2)	213 . 5
Profit for the year		—	—	—	—	—	19 .8	—	8 .6	28 .4
Reclassification of currency
translation reserve on the disposal	29	—	—	—	—	13 . 6	—	—	—	13 . 6
of joint venture undertaking
Other comprehensive (expense)/		—	—	—	(0.6)	(5. 8)	(0.7)	—	5. 5	(1. 6)
income
Total comprehensive (expense)/		—	—	—	(0.6)	7. 8	1 9 .1	—	1 4 .1	4 0. 4
income for the year
Transactions with owners:
Ordinary dividends	8	—	—	—	—	—	(1 5 .1)	—	—	(1 5 .1)
Share-based payments	25	—	—	—	—	—	1.6	1.7	—	3.3
Shares issued from ESOT		—	2 . 9	—	—	—	(2 .9)	—	—	—
Total transactions with owners		—	2 . 9	—	—	—	(16 . 4)	1.7	—	(11 . 8)
recognised directly in equity
At 31 May 2026		4 .3	(2 9 .1)	0 .7	(0.8)	(15 0. 6)	4 0 2 . 3	7. 4	7. 9	242. 1

1 Reserve relates to continuing hedges.

2 Includes a hyperinflation adjustment of £n il (2025: £1.9 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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Consolidated Cash Flow Statement

For the year ended 31 May 2026

		2026	2025
	Note	£m	£m
Cash flows from operating activities
Cash generated from operations	26	6 0. 8	49. 2
Interest paid		(10. 0)	(14 .9)
Taxation paid		(2 1 .1)	(10 . 8)
Net cash generated from operating activities		2 9.7	23 .5
Cash flows from investing activities
Interest received		1.9	2 .2
Purchase of fixed assets	10,11,12	(6 .1)	(6 .9)
Proceeds from disposal of fixed assets	11,12	2 7. 6	0.9
Proceeds from disposal of joint venture	29	2 1. 2	—
Proceeds from disposal of current asset investment		—	0.9
Rental income	12	1. 2	1 . 1
Loan repayments from joint venture	29	2 6 .6	2.5
Net cash generated from investing activities		72 . 4	0.7
Cash flows from financing activities
Dividends paid to Company shareholders	8	(1 5 .1)	(15 .1)
Acquisition of non-controlling interests		—	(0. 2)
Repayment of lease liabilities (principal)		(2 .4)	(3 .5)
Repayment of borrowings		(2 9 1. 5)	(16 5 .7)
Proceeds from borrowings		211 . 0	156.0
Financing fees paid on committed credit facility		—	(0. 2)
Net cash used in financing activities		(98 .0)	(2 8 .7)
Net increase/(decrease) in cash and cash equivalents		4 .1	(4. 5)
Effect of foreign exchange rates		2 .7	(1. 7)
Cash and cash equivalents at the beginning of the year		4 5 .1	51. 3
Cash and cash equivalents at the end of the year	18	51. 9	45.1

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Notes to the Consolidated Financial Statements

Year ended 31 May 2026

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 184. 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 personal, home and baby care 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 and with the

requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The accounting policies have

been applied consistently in the current and prior year, except for changes required by the adoption of new standards, amendments and

interpretations as described below.

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 (for the periods ended 31 May 2025 and 31 May 2024 only).

The preparation of financial statements, in conformity with IFRS, 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 130 to 131.

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 had, as at 31 May 2026 a £200.0 million committed Revolving Credit Facility which

is available for general corporate purposes and a £70.0 million Term Loan. As at 31 May 2026, the Group had headroom on the committed

facility of £193.1 million and net debt of £25.0 million comprising cash of £51.9 million and borrowings of £76.9 million. On 9 June 2026, the

Group agreed terms on a new four-year £225.0 million Revolving Credit Facility (see note 19 for further details).

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. Management has

prepared a base case forecast for the going concern period and, consistent with the approach taken at 31 May 2025, has modelled the following

severe but plausible downside scenarios: a 5% reduction in Group revenue, a Group gross margin decline of 200bps and a 10% decline in

the Naira exchange rate from the USD/NGN 1,450 rate used in the base case forecast. The scenario set has been updated in FY26 to reflect

emerging geopolitical risks, including a prolonged conflict in the Middle East with the impact extending to 18 months. None of these severe but

plausible scenarios, either separately or in combination with another, forecast a breach in covenants prior to management action and there

remain mitigating actions available to management should they be required. 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 2026:

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates issued in August 2023.

These amended standards have not had a significant impact on the Consolidated Financial 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 IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (effective from 1 January 2026).

• Annual Improvements to the following IFRS Accounting Standards Volume 11 (effective from 1 January 2026).

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120

• IFRS 18 Presentation and Disclosure in Financial Statements (effective from 1 January 2027).

• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective from 1 January 2027).

• Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency (effective from 1 January 2027).

• IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures,

effective from 1 January 2024 (subject to endorsement and applicability in the UK reporting framework).

The Group continues to assess the expected impact of these standards. Based on current assessments:

• the amendments to IFRS 9 and IFRS 7 and the Annual Improvements, are not expected to have a significant impact on the Group’s

Consolidated Financial Statements;

• the amendments to IAS 21 are not expected to have a significant impact unless the Group adopts a hyperinflationary presentation

currency; and

• IFRS S1 and IFRS S2 may result in enhanced sustainability-related disclosures in the Group’s Annual Report and Accounts, subject to

regulatory adoption and implementation requirements.

IFRS 18 replaces IAS 1 Presentation of Financial Statements and introduces new presentation and disclosure requirements, particularly for

the Income Statement. IFRS 18 does not affect the recognition or measurement of items in the financial statements. The requirements are

effective for periods beginning on or after 1 January 2027, with retrospective application required, including specified reconciliations for

comparative periods.

The Group is currently assessing the impact of IFRS 18 on presentation and disclosures in the Consolidated Financial Statements. Although

the adoption of IFRS 18 will have no impact on the Group’s profit after taxation, there will be an impact on presentation of the primary financial

statements and certain disclosures. To date, the following potential impacts have been identified:

• Items of income and expenses presented in the Consolidated Income Statement will be grouped into the new categories: operating, investing,

financing, income taxes, and discontinued operations.

• An additional mandatory subtotal for ‘Profit/(loss) before financing and income taxes’ will be presented.

• The enhanced principles on aggregation and disaggregation will require some changes to line items presented in the primary financial

statements, however these changes are not expected to be significant.

• Certain new or enhanced disclosures will be required for:

– management-defined performance measures (MPMs), most of which are currently disclosed as part of Alternative Performance Measures;

– a breakdown of the nature of expenses for line items presented by function in the operating category of the Consolidated Income

Statement; and

– a reconciliation for each line item in the Consolidated Income Statement between the restated amounts and amounts previously published

upon transition from IAS 1 to IFRS 18.

• There will be a minor impact on the presentation of the Consolidated Cash Flow Statement, as the starting point for the cash flow statement

will be the ‘Operating profit/(loss)’ subtotal.

The Group intends to adopt IFRS 18 for the reporting period commencing 1 June 2027. Preparatory activities are underway to ensure readiness

for adoption, including updates to reporting systems and the chart of accounts.

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 any amounts attributable to non-controlling

interests are 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.

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

1. ACCOUNTING POLICIES CONTINUED

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 Consolidated 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 associated with the acquisitions of Charles Worthington, Fudge, Sanctuary Spa and St.Tropez (the former Beauty brands) is

allocated to a group of CGUs, reflecting the level at which the related acquisition synergies are generated and monitored. 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.

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.

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122

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, requires 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.

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 unless the repayment occurs as part of the sale of a subsidiary.

Hyperinflationary economies

Ghana was designated as a hyperinflationary economy for the years ended 31 May 2024 and 31 May 2025. As a result, IAS 29 Financial

Reporting in Hyperinflationary Economies has been applied from 1 June 2023 to 31 May 2025 in respect of 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.

For the year ended 31 May 2026, Ghana is no longer a hyperinflationary economy and as such, no further adjustments have been made under

IAS 29. The comparative information in the Consolidated Financial Statements for the year ended 31 May 2025 was not re-stated as it was

presented in a stable currency (Pound Sterling).

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

1. ACCOUNTING POLICIES CONTINUED

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.

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.

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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. The annual depreciation

charge falls 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.

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.

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

1. ACCOUNTING POLICIES CONTINUED

Other intangible assets continued

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.

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 classified as a finance lease, otherwise as an operating lease.

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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; and

• a sale has been agreed or is expected to be concluded within 12 months of the balance sheet date.

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 Operations. 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.

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

1. ACCOUNTING POLICIES CONTINUED

Financial instruments continued

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 considers a financial asset to be in default when it is unlikely that the borrower will pay its credit obligations in full,

without recourse by the Group. This includes situations where the borrower is in significant financial difficulty or has breached contractual

terms. 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.

(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.

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(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.

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 the Company’s equity holders. When Treasury shares are sold or reissued subsequently, the amount received is recognised as

an increase in equity attributable to the 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.

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 expense/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.

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PZ Cussons plc Annual Report and Accounts 2026 129

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

1. ACCOUNTING POLICIES CONTINUED

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 29 to 32. 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-term (1–5 years) risk to these areas assessed in the TCFD report, no climate change-related impact was identified.

The viability assessment on pages 41 to 42 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 regularly assesses these risks against judgements and estimates made in

preparation of the Consolidated Financial Statements.

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 as described below, relate to areas more likely to be materially adjusted within the next 12 months due to the inherent

uncertainty regarding estimates and assumptions.

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.

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Included within the current taxation liability of the Group are current taxation estimates with net carrying values as at 31 May 2026 of

£33.7 million (2025: £23.1 million), of which £23.0 million (2025: £21.7 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. The increase in year primarily relates to an

increase in risk that certain matters previously recorded as contingent liabilities will crystallise. The most material item relates to an overseas

court verdict that found against the Group and the possible crossover risk into later years, which will continue to be appealed by the Group.

In addition to the provision items indicated above, as at 31 May 2026, the Group had further contingent taxation liabilities of £8.4 million

(2025: £18.5 million) and contingent assets of £1.5 million (2025: £0.5 million). Items recorded as contingent liabilities include the interpretation

of new tax laws implemented in an overseas jurisdiction, and amounts recorded as contingent assets relate to ongoing discussions with a

local tax authority. Such positions have been disclosed 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 associated

with the acquisitions of the former Beauty brands is allocated to a group of CGUs, reflecting the level at which the related acquisition synergies

are generated and monitored. 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. 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 2026, the Group recorded a deferred taxation asset of £21.5 million (2025: £26.8 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.

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

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 Personal, Home and Baby care products. Revenue and operating profit from the

Africa segment also arise from the sale of Personal, Home and Baby care 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 contains information about brand-specific performance. Global segmentation between the portfolio

of brands is not part of the regular internally reported financial information.

	Europe & the
	Americas	Asia Pacific	Africa	Central	Eliminations	Total
2026	£m	£m	£m	£m	£m	£m
Gross segment revenue	202.2	176.4	168.0	46.4	(51.6)	541.4
Inter-segment revenue	(1.9)	(3.3)	—	(46.4)	51.6	—
Revenue	200.3	173.1	168.0	—	—	541.4
Segmental operating profit/(loss) before adjusting items	36.6	23.9	21.9	(22.9)	—	59.5
Adjusting items	10.6	3.2	12.3	1.2	—	27.3
Segmental operating profit/(loss)	47.2	27.1	34.2	(21.7)	—	86.8
Finance income						3.4
Finance expense						(12.8)
Profit before taxation						77.4

	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)
Profit before taxation						6.5

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132

Segment assets and liabilities are not routinely reported to or reviewed by the CODM and, accordingly, measures of segment current assets and

liabilities are not presented for operating segments.

Revenue for the year ended 31 May 2026 was £175.4 million in the UK (2025 restated

	: £174.6 million), £133.0 million in Nigeria (2025: £105.5million),
£91.3 million in Australia and New Zealand (2025: £88.5 million), and £68.8 million in Indonesia (2025: £68.5 million), representing the Group’s four

largest geographical markets by revenue. Non-current assets (excluding deferred tax assets and retirement benefit surpluses) at 31 May 2026

were £264.0 million in the UK (2025: £255.3 million), £14.5 million in Nigeria (2025: £10.6 million), £35.4 million in Australia and New Zealand

(2025: £35.6 million), and £7.0 million in Indonesia (2025: £7.5 million).

The Group analyses its revenue by the following categories:

		Re-stated
	2026	2025
	£m	£m
Personal Care	271.3	269.2
Baby Care	115.6	106.6
Home Care	86.3	81.7
Electricals	59.9	47.0
Other	8.3	9.3
	541.4	513.8

During the year, the Group re-assessed how it analyses its revenue categories from Hygiene, Baby, Beauty, Electricals and Other and has

re-stated its analysis accordingly.

No single customer generates revenue greater than 10% of the consolidated revenue.

1 Comparative amounts have been restated from £182.1 million following a reassessment of the revenue allocation to reflect revenue based on customer location.

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PZ Cussons plc Annual Report and Accounts 2026 133

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

3. ADJUSTING ITEMS

Adjusting item expense/(income) comprised:

	2026	2025
	£m	£m
Simplification and transformation 1	(9.3)	8.7
Acquisition and disposal-related items 2	(3.2)	1.7
Net impairment (reversal)/charge 4	(11.4)	18.8
Foreign exchange (gains)/losses arising on loans previously classified as permanent as equity 4	(3.4)	3.9
Foreign exchange losses arising on loans previously classified as permanent as equity to joint venture undertaking 3	—	1.5
Adjusting items before taxation	(27.3)	34.6
Taxation	34.1	2.7
Adjusting items after taxation	6.8	37.3

1 Costs of £3.3 million (2025: £8.7 million) are included in administrative expense in the Consolidated Income Statement. Income of £12.6 million (2025: £nil) included in other operating income.

2 £4.5 million income (2025: £nil) is included in gain of disposal of joint venture undertakings, costs of £1.3 million (2025: £1.4 million) are included in administrative expenses and £nil

(2025: £0.3 million) is included in finance income in the Consolidated Income Statement.

3 Included in share of results of joint venture in the Consolidated Income Statement.

4 Included in administrative expense in the Consolidated Income Statement.

Simplification and transformation

For the years ended 31 May 2026 and 31 May 2025, costs in this category primarily relate to the strategic review of our Africa business and our

global cost optimisation programme. Such costs total £3.3 million (2025: £8.7 million). These costs are offset by income relating to the gain on

disposal of non-core properties. The gain on disposal of £12.6 million for non-core properties is as follows:

	£m
Total proceeds (cash)	27.5
Net assets disposed:
– investment properties	(12.7)
Transaction costs	(2.2)
Gain on disposal	12.6

Acquisition and disposal-related items

For the year ended 31 May 2026, the income of £3.2 million is mainly driven by the profit on disposal of the investment in PZ Wilmar Limited of

£4.5 million, see note 29. This is partially offset by £1.3 million relating to foreign exchange losses on foreign currency forward contracts directly

attributable to the sale of PZ Wilmar Limited but not designated as formal hedges.

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 undertakings. In the year ended 31 May 2025, the Group made the final

settlement payment of the deferred consideration for the Childs Farm acquisition.

Net impairment (reversal)/charge

The current year net impairment reversal relates to the £24.4 million impairment reversal of the Sanctuary Spa brand intangible offset by the

impairment of the Charles Worthington brand of £5.1 million and impairment of the Fudge brand of £7.9 million (note 10).

For the year ended 31 May 2025, the impairment charge relates to the £35.3 million goodwill impairment of the Charles Worthington, Fudge,

Sanctuary Spa and St.Tropez group of CGUs which was partially offset by the £16.5 million impairment reversal of the Sanctuary Spa brand

intangible (note 10).

Foreign exchange gains/losses arising on loans previously designated as permanent as equity (including to joint venture)

For the year ended 31 May 2026 and 31 May 2025, this primarily relates to realised and unrealised foreign exchange (gains)/losses primarily

resulting from the Nigerian Naira foreign exchange movements on loans with the joint venture undertaking (year ended 31 May 2025 only) and

subsidiary undertakings which were de-designated from permanent as equity in the year ended 31 May 2024. The majority of these loans have

been repaid during the year ended 31 May 2026 and from 1 December 2025 onwards, the Group no longer recognised the foreign exchange

(gains)/losses on these loans as adjusting items.

The closing NGN/GBP rate at 31 May 2026 was 1,851 (2025: 2,136), and the average NGN/GBP for the current year was 1,945 (2025: 2,015).

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134

Taxation

For the year ended 31 May 2026, the tax charge relating to adjusting items for the year was £34.1 million (FY25: £2.7 million). This comprises current

and deferred tax effects of the underlying adjusting items recognised during the year, together with a £10.8 million movement in uncertain tax positions

relating to a local tax matter. In addition it includes associated exposures that may extend into future periods. Also it reflects a £3.9 million impact

arising from changes in local tax legislation, and a £5.7 million impact relating to intercompany debt relief provided following conclusion of the

Africa strategic review.

4. PROFIT/(LOSS) FOR THE YEAR

Profit/(loss) for the year has been arrived at after charging/(crediting):

		2026	2025
	Note	£m	£m
Net foreign exchange (gains)/losses		(3.5)	7.8
Research and development costs		1.1	1.1
Depreciation of property, plant and equipment	11	5.6	5.1
Depreciation of investment properties	12	—	0.1
Depreciation of right-of-use assets	13	2.8	2.8
Profit on disposal of investment properties	3	(12.6)	(0.8)
Profit on disposal of other assets		—	(0.3)
Profit on disposal of joint venture	29	(4.5)	—
Amortisation of intangible assets	10	4.1	4.1
Impairment of intangible assets, net of impairment reversal	3, 10	(11.4)	18.8

Auditor remuneration

An analysis of Auditor remuneration is provided below:

	2026	2025
	£m	£m
Fees payable to the Company’s Auditor for the audit of the Company’s annual financial statements and consolidation	2.2	2.0
Fees payable to the Company’s Auditor and their associates for other services to the Group:
– audit of the Company’s subsidiaries	0.7	2.0
Total audit fees	2.9	4.0
Fees payable to the Company’s Auditor and its associates for other services:
– other assurance services 1	0.2	0.2
Total fees for non-audit services	0.2	0.2
Total Auditor’s remuneration	3.1	4.2

1 Fees for permitted non-audit services paid to the Company’s Auditor included £0.2 million (2025: £0.2 million) for the review of the Group’s interim statement released in February 2026.

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PZ Cussons plc Annual Report and Accounts 2026 135

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

5. EMPLOYEES

The average monthly number of employees (including Executive Directors) was as follows:

	2026	2025
	number	number
Production	1,163	1,379
Selling and distribution	520	647
Administration	358	385
	2,041	2,411

Costs incurred in respect of the above were as follows:

	2026	2025
	£m	£m
Wages and salaries	65.4	64.6
Social security costs	5.7	5.7
Other pension costs	3.9	3.3
Share-based payments	3.3	2.6
	78.3	76.2

Pension costs (note 23) consist of:

	2026	2025
	£m	£m
Defined benefit schemes	1.7	1.3
Defined contribution schemes	1.9	1.8
Nigerian gratuity scheme	0.3	0.2
	3.9	3.3

6. NET FINANCE EXPENSE

	2026	2025
	£m	£m
Finance income on cash and cash equivalents held	(1.8)	(2.4)
Finance income on defined benefit pension schemes	(1.4)	(1.5)
Finance income on lease receivable	(0.2)	—
Finance income	(3.4)	(3.9)
Finance expense on borrowings	10.8	15.5
Finance expense on defined benefit pension schemes	0.6	0.6
Finance expense on lease liabilities	0.6	0.6
Change in fair value of deferred consideration	—	0.3
Amortisation of financing fees	0.8	1.0
Finance expense	12.8	18.0
Net finance expense	9.4	14.1

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7. TAXATION

	2026	2025
	£m	£m
Current taxation
UK corporation tax
– current year	4.7	2.7
– adjustments in respect of prior years	(0.8)	(1.6)
	3.9	1.1
Overseas corporation tax
– current year	24.5	11.9
– adjustments in respect of prior years	3.4	(0.2)
	27.9	11.7
Total current taxation charge	31.8	12.8
Deferred taxation
Origination and reversal of temporary timing differences	13.1	1.5
Adjustments in respect of prior years	4.5	(2.6)
Effect of rate change adjustments	(0.4)	—
Total deferred taxation charge/(credit)	17.2	(1.1)
Total taxation charge	49.0	11.7
Analysed as:
Taxation on profit before adjusting items	14.9	9.0
Taxation on adjusting items	34.1	2.7
	49.0	11.7

The effective tax rate in relation to continuing operations for the year is 63.3% (2025: 180.0%). Before adjusting items, the effective tax rate is

29.7% (2025: 21.9%). Primary adjustments during the year include those resulting from the disposal of the investment in PZ Wilmar Limited and

utilisation of realised FX losses in Nigeria, together with the impacts of new Nigerian tax legislation implemented from 1 January 2026 as well as

impacts due to ongoing discussions with regional tax authorities.

UK corporation tax is calculated at 25.0% (2025: 25.0%) of the estimated assessable profit for the year. Taxation for other jurisdictions is

calculated at the rates prevailing in the respective jurisdictions with further impacts due to distribution of local profits. 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.

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PZ Cussons plc Annual Report and Accounts 2026 137

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

7. TAXATION CONTINUED

	2026	2025
	£m	£m
Profit before taxation	77.4	6.5
Taxation at the UK corporation tax rate of 25% (2025: 25%)	19.4	1.6
Adjusted for:
Effect of non-deductible expenses	10.5	13.6
Effect of non-taxable income	(12.9)	(2.9)
Effect of rate changes on deferred taxation (all territories)	(0.4)	—
Taxation effect of share of results of joint venture	—	(1.8)
Other taxes suffered outside of the UK	11.8	3.0
Net adjustment to amount carried in respect of uncertain tax positions	9.4	1.0
Movements in deferred taxation assets not recognised	0.3	0.1
Adjustments in respect of prior years	7.1	(4.4)
Differences in overseas rates	3.8	1.5
Taxation charge for the year	49.0	11.7

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 £9.4 million (2025: £1.0 million increase) reflecting developments in

tax assessments and the recognition of potential exposures relating to both open and future periods across a number of jurisdictions.

• Effect of non-deductible expenses of £10.5 million (2025: £13.6 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.

• Effect of non-taxable income of £12.9 million (2025: £2.9 million) include items considered non-taxable across the Group’s various operating

entities including gains on disposals of property and land.

• Other taxes suffered outside the UK increased the taxation charge by £11.8 million (2025: £3.0 million) reflecting unrelieved withholding taxes

on dividends remitted to the UK, as well as the impact of local levies and the application of minimum top-up taxes in Nigeria.

• Differences in foreign tax rates during the year of £3.8 million (2025: £1.5 million) reflecting the Group profitability profile in overseas jurisdictions.

Taxation on items taken directly to equity and other comprehensive income was a credit of £2.1 million (2025: £0.7 million credit) primarily

relating to deferred taxation on the re-measurement of retirement and other long-term benefit obligations, together with the recycling of foreign

exchange balances associated with joint ventures.

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 2 rules.

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8. DIVIDENDS

	2026	2025
	£m	£m
Amounts recognised as distributions to ordinary shareholders in the year comprise:
Final dividend for the year ended 31 May 2025 of 2.10p (2024: 2.10p) per ordinary share	8.8	8.8
Interim dividend for the year ended 31 May 2026 of 1.50p (2025: 1.50p) per ordinary share	6.3	6.3
	15.1	15.1

After the balance sheet date, a final dividend for the year ended 31 May 2026 was proposed by the Directors of 2.20p per ordinary share.

This results in a total proposed dividend of £15.6 million (2025: £15.1 million). Subject to approval by shareholders at the Annual General

Meeting, the dividend will be paid on 8 October 2026 to the shareholders on the register on 11 September 2026. The proposed dividend has

not been included as a liability in the Consolidated Financial Statements as at 31 May 2026.

9. EARNINGS 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 average number of shares is reconciled to the basic weighted average and diluted weighted average number of shares as set out below:

	2026	2025
	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	(7,412)	(9,268)
Basic weighted average shares in issue during the year	421,313	419,457
Dilutive effect of share incentive schemes	2,543	1,294
Diluted weighted average shares in issue during the year	423,856	420,751

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

10. GOODWILL AND OTHER INTANGIBLE ASSETS

	Goodwill	Software	Brands	Total
	£m	£m	£m	£m
Cost
At 1 June 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
Additions	—	0.5	—	0.5
Exchange differences	—	—	3.6	3.6
At 31 May 2026	66.6	66.3	268.0	400.9
Accumulated amortisation and impairment
At 1 June 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
Amortisation charge	—	4.1	—	4.1
Impairment charge	—	—	13.0	13.0
Impairment reversal	—	—	(24.4)	(24.4)
At 31 May 2026	47.2	55.4	33.0	135.6
Net book value
At 31 May 2026	19.4	10.9	235.0	265.3
At 31 May 2025	19.4	14.5	220.0	253.9

Amortisation and impairment are charged to administrative expense in the Consolidated Income Statement. Cumulative impairment of

goodwill as at 31 May 2026 was £45.5 million (2025: £45.5 million) and cumulative impairment of brands as at 31 May 2026 was £32.9 million

(2025: £44.3 million).

Software includes the Group’s enterprise resource planning system (SAP), the carrying value of this asset as at 31 May 2026 is £9.0 million

(2025: £11.3 million), with four years of amortisation remaining.

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 generates

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

associated with the acquisitions of the former Beauty brands is allocated to a group of CGUs, reflecting the level at which the related acquisition

synergies are generated and monitored.

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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Goodwill of £19.4 million (2025: £19.4 million) comprises £5.1 million (2025: £5.1 million) in relation to the acquisitions of Charles Worthington, Fudge,

Sanctuary Spa and St.Tropez, £13.5 million (2025: £13.5 million) in relation to the acquisitions of Childs Farm and £0.8 million (2025: £0.8 million) in

relation to other acquisitions. Goodwill associated with the acquisitions of Charles Worthington, Fudge, Sanctuary Spa and St.Tropez is assessed at

the Group of CGUs comprising these brands 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,

goodwill associated with the acquisitions of Charles Worthington, Fudge, Sanctuary Spa and St.Tropez is allocated to the group of CGUs

comprising the four brands:

	Goodwill	Brands	Goodwill	Brands
	2026	2026	2025	2025
	£m	£m	£m	£m
Charles Worthington		4.5		9.6
Fudge		16.7		24.6
Sanctuary Spa		75.4		51.0
St.Tropez		58.4		58.4
Charles Worthington, Fudge, Sanctuary Spa and St.Tropez group of CGUs	5.1	155.0	5.1	143.6
Original Source	—	9.8	—	9.8
Rafferty's Garden	—	34.7	—	31.1
Childs Farm	13.5	35.5	13.5	35.5
Other	0.8	—	0.8	—
	19.4	235.0	19.4	220.0

In performing the impairment testing, the Group used the five-year plan ending 31 May 2031. 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, revenue growth and gross margin. No sensitivity has

been presented for long-term growth rates as reasonably possible changes in this assumption would not result in a material adjustment to the

carrying value of the goodwill and brands.

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 2	growth rate	discount rate	discount rate
	2026	2025	2026	2025	2026	2025
Charles Worthington	—	2.5%	—	2.0%	12.8%	13.0%
Fudge	(1.3)%	0.7%	—	2.0%	13.0%	13.5%
Sanctuary Spa	5.9%	3.1%	2.0%	2.0%	12.8%	13.0%
St.Tropez	5.4%	1.3%	2.0%	2.0%	13.3%	13.5%
Charles Worthington, Fudge, Sanctuary Spa and St.Tropez	4.6%	2.0%	1.7%	2.0%	13.1%	13.3%
group of CGUs (goodwill assessment)
Original Source	9.2%	10.2%	2.0%	2.0%	12.9%	13.1%
Rafferty's Garden	3.9%	2.5%	2.0%	2.0%	13.0%	13.1%
Childs Farm (brand and goodwill assessment)	14.8%	11.2%	2.0%	2.0%	12.9%	13.0%

1 CAGR refers to the compound annual revenue growth rate over the five-year plan period.

2 Long-term growth rate for Charles Worthington and Fudge have been removed in FY26 to reflect a more cautious outlook applied in the impairment assessment.

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

10. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED

The results of the brand impairment tests as at 31 May 2026 were as follows:

Sanctuary Spa

In the year ended 31 May 2026, there was an impairment reversal of £24.4 million (2025: reversal £16.5 million) relating to the Sanctuary Spa

brand, credited 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 the brand's all-year-round gifting

strategy. The recoverable amount of the CGU was determined to be £86.6 million based on a value-in-use calculation, which when compared

to a carrying value of £51.1 million (of which the brand represented £51.0 million) resulted in an impairment reversal of £24.4 million. Although

the recoverable amount exceeded the carrying value by more than the amount reversed, the reversal was limited to £24.4 million, as the

carrying value of the brand cannot be increased above the amount that would have been determined had no impairment loss previously been

recognised. The long-term growth rate and discount rate used in the value-in-use calculations were 2.0% and 12.8% 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 2026 and a reasonably possible change of 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 3.9%,

would result in an impairment charge of £4.0 million. A 200bps decline in gross margin within the five-year forecast period would reduce the

headroom by £8.6 million and a 100bps increase in the discount rate would reduce the headroom by £10.0 million. A reduction of 1.5% in

compound annual revenue growth rate over the five-year plan would result in £nil headroom. The same impact would be caused by a decline of

2.6% in gross margin or an increase of 1.1% in discount rate.

St.Tropez

For the St.Tropez brand, the recoverable amount of the CGU was determined to be £68.5 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). This is as a result of benefits delivered from the

partnership with Emerson and the refreshed strategy for the brand.

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 2026 and a reasonably possible change of 200bps decline

in gross margin within the five-year forecast period would result in an impairment charge of £3.0 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 3.4%, would result in an

impairment charge of £8.9 million and a 100bps increase in the discount rate would result in an impairment charge of £2.5 million. A reduction

of 0.7% in compound annual revenue growth rate over the five-year plan would result in £nil headroom. The same impact would be caused by a

decline of 1.3% in gross margin or an increase of 0.7% in discount rate.

Rafferty’s Garden

For the Rafferty’s Garden brand, the recoverable amount of the CGU was determined to be £35.7 million based on a value-in-use calculation,

which is in excess of the carrying value of £34.9 million (of which the brand represented £34.7 million).

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 2026 and a reasonably possible change of 200bps

decline in gross margin within the five-year forecast period would result in an impairment charge of £6.5 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 1.9%, would

result in an impairment charge of £7.3 million and a 100bps increase in the discount rate would result in an impairment charge of £3.5 million.

A reduction of 0.2% in compound annual revenue growth rate over the five-year plan would result in £nil headroom. The same impact would be

caused by a decline of 0.2% in gross margin or an increase of 0.2% in discount rate.

Childs Farm

For the Childs Farm brand, the recoverable amount of the CGU was determined to be £75.9 million based on a value-in-use calculation, which

is in excess of the carrying value of £49.1 million (of which goodwill represented £13.5 million and the brand represented £35.5 million). This

is as a result of an increase in CAGR from 11.2% to 14.8% mainly driven by the benefits delivered from the partnership with Emerson in North

America, the continued success of which is a key assumption in the impairment assessment.

Management has determined compound annual revenue growth rate to be the key assumption in the forecasts for Childs Farm. Sensitivity

analysis has been carried out in the year ended 31 May 2026 and a reasonably possible change 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 12.8%, would reduce the headroom by

£11.7 million. A reduction of 4.8% in compound annual revenue growth rate over the five-year plan would result in £nil headroom.

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Charles Worthington

In the year ended 31 May 2026, there was an impairment charge of £5.1 million (2025: £nil) relating to the Charles Worthington brand,

charged to administrative expense in the Consolidated Income Statement and included in the Europe & the Americas segment. This is as

a result of a reduction in CAGR from 2.5% to nil and the reduction in the long-term growth rate from 2.0% to nil driven by the brand’s recent

underperformance. The recoverable amount of the applicable CGU which was based on a value-in-use calculation was determined to

be £4.5 million, which when compared to the carrying value of £9.6 million (of which the brand represented £9.6 million) resulted in an

impairment charge of £5.1 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. Management concluded that reasonably possible changes in key assumptions would not result in a material

adjustment to the carrying amount of the brand within the next 12 months.

Fudge

In the year ended 31 May 2026, there was an impairment charge of £7.9 million (2025: £nil) relating to the Fudge brand, charged to

administrative expense in the Consolidated Income Statement and included in the Europe & the Americas segment. This is as a result of a

reduction in the long-term growth rate from 2.0% to nil driven by continued softness in brand performance. The recoverable amount of the

applicable CGU which was based on a value-in-use calculation was determined to be £16.8 million which when compared to the carrying value

of £24.7 million (of which the brand represented £24.6 million) resulted in an impairment charge of £7.9 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 2026 and a reasonably possible change of 200bps decline in

gross margin within the five-year forecast period would increase the impairment charge by £1.6 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 (3.3)%, would increase the

impairment charge by £2.8 million and a 100bps increase in the discount rate would increase the impairment charge by £1.5 million.

Charles Worthington, Fudge, Sanctuary Spa and St.Tropez group of CGUs

The goodwill associated with the acquisitions of Charles Worthington, Fudge, Sanctuary Spa and St.Tropez of £5.1 million reflects the remaining

headroom of £11.1 million on the Sanctuary Spa brand intangible and £5.5 million on the St.Tropez brand intangible. Please see 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 Sanctuary Spa and St.Tropez were identified, this would lead to additional impairment of the goodwill.

In the year ended 31 May 2025, there was an impairment charge of £35.3 million. At 31 May 2025, the remaining goodwill of £5.1 million reflected

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.

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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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

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 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
Additions	—	0.1	0.2	5.3	5.6
Disposals	(4.0)	(1.5)	(0.8)	—	(6.3)
Transfers	0.5	3.3	1.0	(4.8)	—
Exchange differences	0.4	(0.3)	0.4	—	0.5
At 31 May 2026	46.8	80.1	40.4	5.3	172.6
Accumulated depreciation and impairment
At 1 June 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
Depreciation charge	1.4	3.0	1.2	—	5.6
Disposals	(3.9)	(1.5)	(0.8)	—	(6.2)
Exchange differences	0.3	(0.6)	0.1	—	(0.2)
At 31 May 2026	23.7	68.0	36.9	—	128.6
Net book value
At 31 May 2026	23.1	12.1	3.5	5.3	44.0
At 31 May 2025	24.0	11.4	3.2	4.8	43.4

1 Relates to hyperinflation in Ghana.

Depreciation is charged to administrative expense except for plant and machinery which is charged to cost of sales in the Consolidated Income

Statement. As at 31 May 2026, the Group had entered into commitments for the purchase of property, plant and equipment amounting to

£0.4 million (2025: £0.7 million).

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144

12. INVESTMENT PROPERTIES

The movement in the year in the carrying value of investment properties is set out below:

	2026	2025
	£m	£m
Cost
At 1 June	10.6	7.2
Additions	—	0.2
Disposals	(8.0)	—
Hyperinflation impact 1	—	2.7
Exchange differences	(0.9)	0.5
At 31 May	1.7	10.6
Accumulated depreciation and impairment
At 1 June	0.6	0.6
Depreciation charge	—	0.1
Disposals	(0.1)	—
Exchange differences	—	(0.1)
At 31 May	0.5	0.6
Net book value
At 31 May	1.2	10.0

1 Relates to hyperinflation in Ghana.

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. Rental income for the year ended 31 May 2026 was £1.2 million (2025: £1.1 million) and is

credited to administrative expenses in the Consolidated Income Statement.

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 2026 is £18.6 million (2025: £30.0 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 three 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	—	0.5	0.3	0.8
Depreciation charge in the year	(2.3)	(0.2)	(0.3)	(2.8)
Net book value at 31 May 2026	10.3	0.4	0.8	11.5

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PZ Cussons plc Annual Report and Accounts 2026 145

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

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 related 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 was accounted for using the equity method. On 31 May 2025, the joint venture investment

was reclassified to assets held for sale. On 14 November 2025, the joint venture investment was sold, see note 29 for further details.

The movement in the carrying value of the net investment in the joint venture is set out below:

	£m
At 1 June 2024	—
Share of results of joint venture	5.6
Exchange differences	(1.0)
Reclassification to assets held for sale	(4.6)
At 31 May 2025 and 31 May 2026	—

Set out below is the summarised financial information for PZ Wilmar Limited in the year ended 31 May 2025:

	2025
	£m
Assets
Non-current assets	25.7
Current assets
Cash and cash equivalents	4.5
Other current assets	51.2
	55.7
Total assets	81.4
Liabilities
Non-current liabilities	(47.7)
Current liabilities	(24.4)
Total liabilities	(72.1)
Net assets	9.3

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

The loans issued to PZ Wilmar Limited at 31 May 2025 were assessed for impairment in accordance with IFRS 9 Financial Instruments and

management concluded that no impairment of these loans was required. These loans were repaid in full at book value during the year ended

31 May 2026.

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146

15. ASSETS HELD FOR SALE

Assets held for sale were £nil as at 31 May 2026 (2025: £9.4 million). Assets held for sale at 31 May 2025 related to land and buildings of £4.8 million

and investments in joint ventures of £4.6 million, which were disposed of in the year ended 31 May 2026 as part of the ongoing simplification and

transformation programme.

16. INVENTORIES

	2026	2025
	£m	£m
Raw materials and consumables	14.1	11.9
Work in progress	8.8	4.7
Finished goods and goods for resale	55.9	53.4
	78.8	70.0

During the year, the cost of inventories recognised as an expense, and included in cost of sales, amounted to £313.0 million (2025: £289.5 million)

which included £1.5 million (2025: £3.0 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 £1.8 million (2025: £3.2 million).

17. TRADE AND OTHER RECEIVABLES

	2026	2025
	£m	£m
Trade receivables	84.9	76.7
Less: loss allowance	(2.0)	(1.9)
Net trade receivables	82.9	74.8
Lease receivables	1.9	1.2
Amounts owed by joint venture	—	27.1
Other receivables	11.7	12.6
Prepayments	4.6	5.6
	101.1	121.3
Classified within:
Current assets	99.2	119.2
Non-current assets	1.9	2.1
	101.1	121.3

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PZ Cussons plc Annual Report and Accounts 2026 147

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

17. TRADE AND OTHER RECEIVABLES CONTINUED

The Directors consider the carrying amount of trade and other receivables approximates to their fair value due to their short-term nature.

Lease receivables on an undiscounted basis comprise £0.2 million receivable in less than one year, £0.3 million receivable in one to two years,

£0.6 million receivable in two to five years and £1.1 million receivable in more than five years. The impact of discounting is £0.3 million.

Movement in the trade receivables loss allowance was:

	2026	2025
	£m	£m
At 1 June	(1.9)	(2.6)
Increase in loss allowance	(1.7)	(0.8)
Allowance used during the year	—	0.1
Allowance released during the year	1.6	1.4
At 31 May	(2.0)	(1.9)

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:

	2026	2025
	£m	£m
Pound Sterling	30.1	29.0
US Dollar	9.7	11.7
Nigerian Naira	7.3	3.5
Australian Dollar	17.8	12.5
Indonesian Rupiah	12.7	12.8
Other currencies	5.3	5.3
	82.9	74.8

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148

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 2025	Net cash flow	movements	Other 1	31 May 2026
	£m	£m	£m	£m	£m
Cash at bank and in hand	38.1	4.6	2.7	—	45.4
Short-term deposits	7.0	(0.5)	—	—	6.5
Cash and cash equivalents 2	45.1	4.1	2.7	—	51.9
Current borrowings	(54.7)	55.0	—	(70.2)	(69.9)
Non-current borrowings	(102.4)	25.5	—	69.9	(7.0)
Net debt	(112.0)	84.6	2.7	(0.3)	(25.0)
Lease liabilities	(14.9)	3.0	—	(1.0)	(12.9)
Net debt including lease liabilities	(126.9)	87.6	2.7	(1.3)	(37.9)

			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)

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 2026, the Group had restricted cash of £0.9 million (2025: £1.3 million) primarily relating to the ESOT.

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PZ Cussons plc Annual Report and Accounts 2026 149

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Financial instruments

The carrying amounts of each class of financial instruments were:

Financial assets

	2026	2025
	£m	£m
Derivatives designated as hedging instruments at FVTOCI
Forward foreign exchange contracts	—	0.3
Derivatives not designated as hedging instruments at FVTPL
Forward foreign exchange contracts	0.1	0.1
Financial assets at amortised cost
Cash and cash equivalents	51.9	45.1
Net trade and other receivables	94.6	87.4
Lease receivables	1.9	1.2
Trade receivables owed by joint venture	—	0.7
Loan receivables owed by joint venture	—	26.4
	148.5	161.2
Classified within:
Current assets	146.6	159.1
Non-current assets	1.9	2.1
	148.5	161.2

Financial liabilities

	2026	2025
	£m	£m
Current interest-bearing borrowings at amortised cost
Borrowings	69.9	54.7
Non-current interest-bearing borrowings at amortised cost
Borrowings	7.0	102.4
Derivatives designated as hedging instruments at FVTOCI
Forward foreign exchange contracts	0.8	0.2
Derivatives not designated as hedging instruments at FVTPL
Forward foreign exchange contracts	1.3	0.2
Other financial liabilities at amortised cost
Trade and other payables 1	160.1	149.3
Lease liabilities	12.9	14.9
	252.0	321.7
Classified within:
Current liabilities	233.4	206.1
Non-current liabilities	18.6	115.6
	252.0	321.7

1 Excludes other taxation and social security.

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150

Borrowings are amounts drawn under both committed and uncommitted borrowing facilities. At 31 May 2026, the Group has a £270.0 million

(2025: £325.0 million) committed credit facility which is available for general corporate purposes. The credit facility incorporates both a GBP

Term Loan, of up to £70.0 million, originally £125 million, with the balance as a multicurrency Revolving Credit Facility (RCF) structure (together

the ‘Facilities’). 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. Following this extension, the Term Loan reduced to £70.0 million and as at 31 May 2026, was due to

mature on 8 November 2026. Drawings under the Facilities incur a margin of 1.35–2.05% above underlying reference rates, and dependent on

the Group net leverage.

Borrowings as at 31 May 2026, are presented net of £0.1 million (2025: £0.4 million) of unamortised financing fees. Arrangement fees of

£0.8 million (2025: £1.0 million) have been charged to the income statement in the year ended 31 May 2026. Borrowings comprise current

borrowings of £70.0 million (2025: £125.0 million) of Term Loans which are denominated in GBP at an interest rate of 5.20% (2025: 6.18%),

and £7.0 million (2025: £32.5 million) of non-current borrowings under the RCF which are denominated in GBP at an interest rate of 5.18%

(2025: 6.04–6.10%). At 31 May 2026, all borrowings were from committed facilities.

In addition, the Group retains other unsecured and uncommitted facilities 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 2026, such facilities amounted to £118.1 million

(2025: £122.1 million) of which £30.5 million, or 26%, were used (2025: £33.7 million or 28%). As at the reporting date, there were no bank

overdrafts (2025: £nil).

Subsequent to 31 May 2026, on 9 June 2026, the Group entered into a new four-year £225.0 million Revolving Credit Facility maturing in June

2030, with substantially similar terms to the previous facilities including two, one-year extension options. Specifically, drawings under the

Facilities incur a margin of 1.85–2.55% above underlying reference rates, and dependent on the Group net leverage.

The previous facilities were fully repaid on 10 June 2026, and an equivalent amount was drawn under the new facility on the same date. As the

refinancing occurred subsequent to 31 May 2026, it has not affected the classification or measurement of borrowings at that date.

Changes in liabilities arising from financing activities were as follows:

			Foreign
			exchange
	1 June 2025	Net cash flow	movements	Other	31 May 2026
	£m	£m	£m	£m	£m
Non-current borrowings	(102.4)	25.5	—	69.9	(7.0)
Current borrowings	(54.7)	55.0	—	(70.2)	(69.9)
Non-current lease liabilities	(12.6)	0.7	—	1.4	(10.5)
Current lease liabilities	(2.3)	2.3	—	(2.4)	(2.4)

			Foreign
			exchange
	1 June 2024	Net cash flow	movements	Other	31 May 2025
	£m	£m	£m	£m	£m
Non-current borrowings	(160.3)	3.5	—	54.4	(102.4)
Current borrowings	(6.3)	6.2	0.1	(54.7)	(54.7)
Non-current lease liabilities	(9.7)	0.9	0.1	(3.9)	(12.6)
Current lease liabilities	(2.4)	2.4	0.1	(2.4)	( 2.3)

(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 which

hedges 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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PZ Cussons plc Annual Report and Accounts 2026 151

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

(b) Risk management continued

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, 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.

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
	Local		Weighted	GBP
	currency		average	equivalent	Average spot	Asset	Liability
2026	million	Currency pair	hedge rate	£m	rate	£m	£m
Buy USD	11.6	GBP:USD	1.34	(8.7)	1.34	0.1	(0.2)
Buy EUR	4.6	GBP:EUR	1.14	(4.0)	1.15	—	—
Buy AUD	7.1	GBP:AUD	1.85	(3.8)	2.00	—	(0.2)
Buy USD	27.9	AUD:USD	0.68	(21.8)	0.67	—	(1.1)
Buy IDR	261,777.8	GBP:IDR	22,819	(11.5)	22,433	—	(0.6)
						0.1	(2.1)

		Notional				Fair value
			Weighted	GBP
	Currency		average	equivalent	Average spot	Asset	Liability
2025	million	Currency pair	hedge 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)

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152

As at 31 May 2026, 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 £0.8 million (2025: £0.2 million loss). 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:

	2026	2025
	£m	£m
At 1 June	(0.2)	(0.4)
Fair value (losses)/gains, net of taxation	(0.6)	0.2
At 31 May	(0.8)	(0.2)

The aggregate amount under forward foreign exchange contracts taken directly to profit or loss was a loss of £1.6 million (2025: £0.8 million gain).

The majority of the Group’s monetary assets and liabilities are denominated in the functional currency of the relevant subsidiary.

The aggregate net foreign exchange gains recognised in profit or loss were £3.5 million (2025: £7.8 million loss) and are primarily as a result of

stabilisation of the Nigerian Naira offset by losses on the revaluation of foreign currency (USD) liabilities.

At 31 May 2026, the Group held cash and cash equivalents of £51.9m (2025: £45.1m). The principal currency exposures within cash and cash

equivalents were: Nigerian Naira £18.5m (2025: £13.1m), US Dollar £11.5m (2025: £10.8m), Thai Baht £8.6m (2025: £4.9m), Pound Sterling

£4.7m (2025: £4.1m), Ghanaian Cedi £2.7m (2025: £3.0m) and other currencies £5.9m (2025: £9.2m).

At 31 May 2026, £24.5 million (2025: £20.2 million) of the cash and cash equivalents were held by the Group’s Nigerian subsidiaries.

The Group’s exposure to foreign currency changes for currencies other than US Dollar and Nigerian Naira 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.

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 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 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 (note 1).

	2026		2025
	Impact	Impact on	Impact on	Impact
	on profit	pre-tax	loss before	on pre-tax
£m	before tax	equity	tax	equity
US Dollar	(0.6)	0.1	(1.4)	1.5
Nigerian Naira	2.3	—	3.8	—

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.

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.

		2026			2025
	Impact on	Impact on	Impact on	Impact on	Impact on	Impact on
	adjusted	operating	total	adjusted	operating	total
£m	operating profit	loss	equity	operating profit	loss	equity
Nigerian Naira	(1.6)	(1.5)	(7.4)	(1.7)	(1.4)	(5.6)
Indonesian Rupiah	(1.2)	(1.6)	(0.1)	(1.0)	(1.0)	(0.5)
Australian Dollar	(1.0)	(1.0)	(0.7)	(1.3)	(1.2)	(0.8)
Other	(0.6)	(1.1)	(2.6)	(0.6)	(0.6)	(2.2)

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PZ Cussons plc Annual Report and Accounts 2026 153

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

(b) Risk management continued

A. Market risk continued

(ii) Commodity pricing risk

Commodity risk, is the risk that changes in underlying raw material prices can 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, 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 2026 (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	2026	2025
	in basis points	£m	£m
Nigerian Naira rates	+50.0	—	0.1
	-50.0	—	(0.1)

			Effect on profit/(loss) before tax
	Increase/decrease	2026	2025
	in basis points	£m	£m
GBP rates	+50.0	(0.4)	(0.8)
	-50.0	0.4	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 and from its operating activities (primarily trade receivables). 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 creditworthiness 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):

	2026		2025
	Cash and cash	Financial	Cash and cash	Financial
	equivalents	derivatives	equivalents	derivatives
	£m	£m	£m	£m
AA-	22.8	—	4.1	0.2
A+ to A-	2.8	0.1	19.6	0.2
BBB+ to BBB-	0.1	—	0.4	—
BB+ to BB-	0.6	—	—	—
B+ to B-	25.6	—	20.8	—
not rated	—	—	0.2	—
	51.9	0.1	45.1	0.4

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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 seven 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 2026	%	£m	£m	£m
Not past due	0.0%	63.1	—	63.1
Past due 0-30 days	0.6%	16.4	(0.1)	16.3
Past due 31-60 days	5.0%	2.0	(0.1)	1.9
Past due 61-90 days	20.0%	0.5	(0.1)	0.4
Past due 91-180 days	41.7%	1.2	(0.5)	0.7
Past due >180 days	70.6%	1.7	(1.2)	0.5
Total		84.9	(2.0)	82.9

	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
Total		76.7	(1.9)	74.8

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PZ Cussons plc Annual Report and Accounts 2026 155

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

(b) Risk management continued

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 £270.0 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.

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 2026	£m	£m	£m	£m	£m	£m
Trade and other payables	(150.5)	(15.3)	(1.1)	—	—	(166.9)
Forward foreign exchange contracts	(42.3)	(29.2)	—	—	—	(71.5)
Borrowings	—	(71.5)	(7.0)	—	—	(78.5)
Lease liabilities	(0.7)	(2.2)	(2.9)	(5.6)	(3.0)	(14.4)

	<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 (restated) 1	(0.1)	(56.2)	(76.1)	(32.5)	—	(164.9)
Lease liabilities	(0.7)	(2.1)	(2.7)	(6.9)	(4.0)	(16.4)

1 The maturity analysis at 31 May 2025 has been restated to present undiscounted contractual cash flows, including future interest charges.

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 2026	£m	£m	£m	£m	£m	£m
Inflows	41.1	28.5	—	—	—	69.6
Outflows	(42.4)	(29.2)	—	—	—	(71.6)
Net	(1.3)	(0.7)	—	—	—	(2.0)
Carrying amounts:
Asset	0.1	—	—	—	—	0.1
Liability	(1.4)	(0.7)	—	—	—	(2.1)
	(1.3)	(0.7)	—	—	—	(2.0)

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	<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)	—	—	—	—

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 £270.0 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 Net Debt to adjusted EBITDA) in the facility

agreement. As at 31 May 2026, the Group’s net debt including lease liabilities was £37.9 million (2025: £126.9 million), net of £51.9 million

(2025: £45.1 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. Subsequent to 31 May 2026, on 9 June 2026, the Group entered into a new four-year

£225.0 million Revolving Credit Facility maturing in June 2030, with substantially similar terms to the previous facilities including two, one-year

extension options.

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 participants 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.

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PZ Cussons plc Annual Report and Accounts 2026 157

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

19. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED

(b) Risk management continued

C. Liquidity risk continued

Fair values continued

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 2026	£m	£m	£m	£m
Assets held at fair value
Derivative financial assets	—	0.1	—	0.1
Liabilities held at fair value
Derivative financial liabilities	—	2.1	—	2.1

	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

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.

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 £0.1 million (2025: £0.8 million).

20. TRADE AND OTHER PAYABLES

	2026	2025
	£m	£m
Current
Trade payables	75.1	72.5
Other taxation and social security	6.8	6.4
Other payables	3.4	4.9
Accruals	80.5	71.3
	165.8	155.1
Non-current
Other payables	1.1	0.6

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 £7.5 million (2025: £6.9 million) under such arrangements.

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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:

	Property,	Retirement
	plant and	benefit	Business	Accruals and	Tax losses/	Other timing
	equipment	obligations	combinations	provisions	(gains)	differences	Total
	£m	£m	£m	£m	£m	£m	£m
At 1 June 2024	(7.2)	(5.1)	(39.2)	1.5	36.8	(4.4)	(17.6)
Credit/(charge) to income statement	0.8	—	(4.1)	(0.6)	(8.0)	12.9	1.0
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)
Credit/(charge) to income statement	0.4	—	(4.8)	(0.1)	(6.9)	(5.8)	(17.2)
Credit/(charge) to other comprehensive income	—	0.8	(1.1)	—	—	2.4	2.1
Exchange differences	(0.2)	(0.3)	—	0.1	1.6	(0.1)	1.1
At 31 May 2026	(6.1)	(3.5)	(48.3)	0.7	21.5	3.4	(32.3)

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 2026, the Group recorded a deferred taxation asset of £21.5 million (2025: £26.8 million) on recognised but unused tax losses

primarily relating to the historical impact of the Naira devaluation and resulting unrealised FX and operating losses, together with unrelieved

Group losses in the UK. Given the high probability of ongoing profitability together with other supporting items, deferred tax assets are recognised

in full. The reduction in the year primarily reflects utilisation of losses associated with positive operating performance and settlement of Nigerian

intercompany debt balances.

A further £1.8 million (2025: £7.0 million) of unrecognised tax losses are not expected to expire or be disposed of, together with £14.2 million

(2025: £12.7 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 (2025: £0.1 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 (2025: £7.4 million), an asset for corporate interest

restriction of £9.3 million (2025: £17.8 million) and an asset for share-based payments of £0.4 million (2025: £0.4 million). A deferred tax liability

of £2.0 million (2025: £1.2 million) in respect of unremitted earnings in Indonesia, Ghana, Kenya and Nigeria have 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 2026, the

aggregate amount of gross temporary differences associated with investments in subsidiaries for which deferred taxation liabilities have not

been recognised is £30.9 million (2025: £24.2 million) which now includes unrecognised gross temporary differences relating to Nigeria.

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 £3.0 million (2025: £3.5 million) and a deferred tax liability in relation

to its right-of-use assets of £2.7 million (2025: £3.1 million). There was no impact on the statement of financial position because the balances

qualify for offset under paragraph 74 of IAS 12.

Deferred tax assets and liabilities have been classified as non-current. The timing of reversal of the underlying temporary differences is

dependent on future events and cannot be reliably estimated. Accordingly, the Group has not separately disclosed amounts expected to reverse

within and after 12 months.

After offsetting deferred taxation assets and liabilities where appropriate within jurisdictions (as permitted by IAS 12 Income Taxes), the net

deferred taxation liability comprises:

	2026	2025
	£m	£m
Deferred tax assets	13.0	15.8
Deferred tax liabilities	(45.3)	(34.1)
	(32.3)	(18.3)

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Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

22. PROVISIONS

	Warranty
	provisions
	£m
At 1 June 2024	0.2
Additions	0.1
At 31 May 2025	0.3
Additions	0.2
Utilisation	(0.1)
At 31 May 2026	0.4

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 wide-ranging implications, affecting other schemes that were contracted-out on

a salary related basis, and made amendments between April 1997 and April 2016.

On 29 April 2026, the Pension Schemes Act 2026 was enacted to address the uncertainty arising from the Virgin Media judgment. The legislation

introduced a statutory remediation framework, enabling affected schemes to validate certain historic amendments retrospectively where the

required actuarial confirmation is obtained.

Based on legal advice received and the trustees’ current assessment, there are no indications that the Group’s UK defined benefit schemes are

materially impacted by the issues identified in the Virgin Media case. The Group continues to monitor developments and guidance in relation to

the remediation framework. At the reporting date, the Group considers that there is no reliable basis on which to quantify any potential impact

on the defined benefit obligation. Accordingly, no adjustment has been recognised in respect of this matter in the measurement of the defined

benefit obligation.

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160

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	assets with higher return expectations than lower risk bonds
	return) determined by direct reference to high-quality	that are the best match for the schemes’ liabilities. To control
	corporate bond yields (for IAS 19 Employee Benefits purposes)	the resulting investment risk, the funded schemes invest
	and gilt yields (for statutory funding and long-term funding	in diversified portfolios of growth assets with the balances
	purposes). If the return on scheme assets is less than these	invested in liability-matching bond assets designed to control
	discount rates, the funding position of the schemes will fall.	interest rate 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
	IAS 19 Employee Benefits and statutory/long-term funding	rate risk inherent in their liabilities. This is achieved by investing
	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	Benefits in payment and deferred benefits attract increases	The schemes’ liability-matching bond assets are also designed
	which are linked to inflation, therefore an increase in the	to hedge the majority of the inflation rate risk inherent in the
	assumed future rate of inflation will increase the present value	schemes’ liabilities. This is achieved by investing in index-
	of the schemes’ liabilities under IAS 19 Employee Benefits and	linked gilts.
	statutory/long-term funding bases.
Longevity risk	The value of the schemes’ liabilities is calculated by reference	To help control longevity risk all the schemes are closed to
	to the best estimate of the life expectancy of each schemes’	future benefit accrual.
	participants. An increase in life expectancy of the schemes’	The schemes consider additional approaches to mitigating
	participants will increase the schemes’ liabilities.
		longevity risk, for example by buying annuities with an
		insurance company to cover the schemes’ liabilities.

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PZ Cussons plc Annual Report and Accounts 2026 161

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS CONTINUED

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

		2026			2025
	Assets	Obligations	Total	Assets	Obligations	Total
	£m	£m	£m	£m	£m	£m
Main plan	131.5	(118.9)	12.6	135.4	(120.2)	15.2
Directors' plan	26.9	(14.9)	12.0	27.4	(15.2)	12.2
Expatriate plan	78.8	(39.0)	39.8	78.4	(39.5)	38.9
Unfunded plan	—	(2.8)	(2.8)	—	(2.8)	(2.8)
	237.2	(175.6)	61.6	241.2	(17 7.7 )	63.5
Restrictions due to asset ceiling			(39.8)			(38.9)
Net asset			21.8			24.6
Classified as/within:
Retirement benefit surplus			24.6			27.4
Retirement benefit and other long-term employee			(2.8)			(2.8)
obligations			21.8			24.6

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:

	2026	2025
	£m	£m
At 1 June	241.2	266.2
Recognised in Consolidated Income Statement:
– administrative expense	(1.4)	(1.0)
– finance income	11.3	11.3
Recognised in Consolidated Statement of Other Comprehensive Income:
– return on plan assets (excluding finance income)	(0.6)	(18.4)
Not recognised within comprehensive income due to asset ceiling:
– finance income	2.3	2.2
– return on plan assets (excluding finance income)	(1.3)	(5.6)
Employer contributions to the Unfunded plan	0.1	0.2
Benefits paid	(14.4)	(13.7)
At 31 May	237.2	241.2

Employer contributions to the Unfunded plan related to payments during the year to former Directors amounting to £0.2 million (2025: £0.2 million).

During the year, the Group paid £1.4m (2025: £1.0m) of administrative expenses on behalf of the schemes, which are recharged to and

reimbursed by the schemes.

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162

The assets in the schemes are as follows:

	2026	2025
	£m	£m
Equities	—	2.5
Bonds	226.9	226.2
Insured annuities	0.4	0.4
Cash and cash equivalents	9.9	12.1
	237.2	241.2

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:

	2026	2025
	£m	£m
At 1 June	(177.7)	(19 5.1)
Recognised in Consolidated Income Statement:
– finance expense	(9.9)	(9.8)
Recognised in Consolidated Statement of Comprehensive Income:
– re-measurement (loss)/gain due to changes in demographic assumptions	(0.3)	3.3
– re-measurement (loss)/gain due to changes in financial assumptions	(1.7)	18.6
– re-measurement loss due to experience adjustments	(0.4)	(8.4)
Benefits paid	14.4	13.7
At 31 May	(175.6)	(17 7.7 )

The weighted average duration of the total defined benefit obligation is approximately 11 years (2025: 11 years). This represents the average time

until the expected benefit payments are settled.

Amounts recognised in the Consolidated Income Statement comprised:

	2026	2025
	£m	£m
Administrative expense	(1.4)	(1.0)
Finance income	1.4	1.5
	—	0.5

Amounts recognised within Consolidated Statement of Comprehensive Income comprised:

	2026	2025
	£m	£m
Relating to plan assets:
– return on plan assets (excluding finance income)	(0.6)	(18.4)
Relating to plan defined benefit obligations:
– re-measurement (loss)/gain due to changes in demographic assumptions	(0.3)	3.3
– re-measurement (loss)/gain due to changes in financial assumptions	(1.7)	18.6
– re-measurement loss due to experience adjustments	(0.4)	(8.4)
	(3.0)	(4.9)

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PZ Cussons plc Annual Report and Accounts 2026 163

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

23. RETIREMENT BENEFITS AND OTHER LONG-TERM EMPLOYEE OBLIGATIONS CONTINUED

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

	2026	2025
Rate of increase in retirement benefits in payment
– pensions in payment	2.9%	2.7%
– deferred pensions	2.7%	2.4%
Discount rate	5.9%	5.8%
Inflation (RPI)	3.1%	2.9%

The mortality assumptions used were as follows:

	2026	2025
	years	years
Weighted average life expectancy on post-retirement mortality table used to determine benefit obligations
– Member age 65 (current life expectancy)	22.2	21.9
– Member age 45 (life expectancy at age 65)	23.3	23.0

The ages shown above are weighted average across the schemes based on the scheme’s defined benefit obligation as at 31 May 2026, 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 2.5%
Inflation (RPI)	Increase of 0.25%	Increase of 2.3%
Mortality	Increase in life expectancy of 1 year	Increase of 3.3%

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 2027, the Group expects to make cash contributions of £nil (2026: £nil) to funded defined benefit schemes, and

£0.2 million (2026: £0.2 million) to unfunded schemes.

Overseas retirement benefit schemes

Outside of the UK, the Group operates a number of defined benefit pension schemes. 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.

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

		2026			2025
	Assets	Obligations	Total	Assets	Obligations	Total
	£m	£m	£m	£m	£m	£m
Net liability	0.4	(8.7)	(8.3)	—	(8.9)	(8.9)

The Company funds its post-employment benefits obligation through a financial institution pension fund in a pooled fund scheme which started

during the year ending 31 May 2026. The Company made contributions of £0.6 million in the year ended 31 May 2026. The assets within this plan

are all cash and cash equivalents.

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164

Movements in the fair value of plan assets were as follows:

	2026	2025
	£m	£m
At 1 June	—	—
Employer contributions to the Unfunded plan	0.6	—
Benefits paid	(0.2)	—
At 31 May	0.4	—

Movements in the present value of the plan defined benefit obligations were as follows:

	2026	2025
	£m	£m
At 1 June	(8.9)	(9.0)
Recognised in Consolidated Income Statement:
– administrative expenses	(1.1)	(1.2)
– finance expenses	(0.6)	(0.6)
Recognised in Consolidated Statement of Comprehensive Income:
– re-measurement (loss)/gain	(0.1)	0.3
Benefits paid	1.1	0.9
Exchange differences	0.9	0.7
At 31 May	(8.7)	(8.9)

The scheme’s obligations have been valued using a discount rate of 6.9% (2025: 7.0%) and a salary inflation rate of 8.0% (2025: 8.0%).

The scheme’s obligation included in the above table is £8.3 million (2025: £8.3 million).

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 7.6%
Salary rate	Increase of 1.0%	Increase of 7.7%

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 £1.9 million (2025: £1.8 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 £0.3 million (2025: £0.2 million).

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PZ Cussons plc Annual Report and Accounts 2026 165

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

24. SHARE CAPITAL AND INVESTMENT IN TREASURY SHARES

(a) Share capital

	2026		2025
	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 (2025: 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 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
Issued to satisfy options	(793,146)	—
Transfers	(18 3,14 4)	183,144
At 31 May 2026	7,395,101	559,096

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 2026 was £29.1 million (2025: £32.0 million) and the market value was

£7.0 million (2025: £7.6 million).

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

The PZ Cussons Long-Term Incentive Plan (LTIP) was approved by shareholders and adopted at the 2020 Annual General Meeting with rules

revised in November 2021.

The LTIP 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, 4,357,577 restricted

share awards (2025: 4,033,454 awards) were granted equating to a total fair value of £3.5 million (2025: £3.8 million) which will be recognised

over the vesting period. Under the LTIP 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.

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166

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 vested in September 2025. 22,171 (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 £2.9 million (2025: £2.4 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, 641,195 deferred bonus share awards (2025: 441,587 awards) were granted equating to a total fair value of £0.5 million

(2025: £0.4 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 £0.3 million (2025: £0.1 million).

Share Incentive Plan (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, 227,068 matched share awards (2025: 198,097 awards)

were granted equating to a total fair value of £0.2 million (2025: £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 (2025: £0.1 million).

Awards/options under all schemes have a nil exercise cost (2025: nil). 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 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 1	(91,733)	(466,782)	(129,173)	(519)	(688,207)
Options/awards lapsed/forfeited 2	(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
Options/awards issued	22,171	4,357,577	641,195	227,068	5,248,011
Options/awards exercised 1	(2 07,171)	(485,699)	(100,076)	(28,337)	(821,283)
Options/awards lapsed/forfeited 2	(1,039,632)	(743,657)	(421,014)	(43,997)	(2,248,300)
Options/awards outstanding as at 31 May 2026	—	9,031,991	812,307	526,164	10,370,462

1 The weighted average share price at the date of exercise of options exercised during the year ended 31 May 2026 was 0.78p (2025: 0.82p).

2 Of the options and awards which lapsed/forfeited in the year ended 31 May 2026 for the performance shares and restricted shares, 983,623 (2025: 1,113,363) related to the previous scheme

approved in 2014.

The vesting dates of the outstanding options and awards as at 31 May 2026 is:

	Restricted	Deferred
	shares	bonus shares	SIP	Total
	number	number	number	number
31 May 2026 and earlier 1	—	—	70,972	70,972
31 May 2027	1,667,029	397,836	89,607	2,154,472
31 May 2028	3,104,763	414,471	155,576	3,674,810
31 May 2029	4,260,199	—	210,009	4,470,208
Total	9,031,991	812,307	526,164	10,370,462

1 Note that outstanding SIP awards that vested in FY26 and earlier have vested but not been exercised.

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PZ Cussons plc Annual Report and Accounts 2026 167

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

26. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

	Note	2026	2025
		£m	£m
Profit before taxation 1		77.4	6.5
Net finance expense		9.4	14.1
Operating profit		86.8	20.6
Depreciation	11,12,13	8.4	8.0
Amortisation	10	4.1	4.1
Impairment of intangible assets	10	13.0	35.3
Impairment reversal of intangible assets	10	(24.4)	(16.5)
Impairment reversal of current asset investment		—	(0.5)
Profit on disposal of joint venture undertakings	29	(4.5)	—
Add back transaction costs on disposal of joint venture undertakings	29	(1.9)	—
Profit on disposal of investment properties	4	(12.6)	(0.8)
Add back transaction costs on disposal of investment properties		(1.7)	—
Profit on disposal of other assets	4	—	(0.3)
Difference between pension charge and cash contributions		1.2	1.1
Share-based payments		3.3	2.6
Rental income classified as investing cash flows		(1.2)	(1.1)
Share of results of joint venture		—	(5.6)
Operating cash flows before movements in working capital		70.5	46.9
Movements in working capital:
Inventories		(4.2)	(5.6)
Trade and other receivables		(5.8)	1.6
Trade and other payables		0.2	5.6
Provisions		0.1	0.7
Cash generated from operations		60.8	49.2

1 Wholly derived from continuing operations.

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:

	2026	2025
	£m	£m
Short-term employee benefits	2.2	2.4
Post-employment benefits	0.1	0.1
Share-based payments	1.2	1.2
	3.5	3.7

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168

Transactions with joint ventures

In previous years, certain Group subsidiary undertakings entered 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. The sale of the Group’s shares in PZ Wilmar

Limited was completed on the 14 November 2025. Accordingly, the Group no longer holds any value relating to its equity investment in PZ

Wilmar Limited on the balance sheet at 31 May 2026 and PZ Wilmar Limited is no longer a related party. Set out below are details of related

party transactions during the year with PZ Wilmar Limited as well as balances as at 31 May 2026:

• At 31 May 2026, outstanding loans receivable from PZ Wilmar Limited amounted to £nil (2025: £26.4 million). During the year, PZ Wilmar

Limited made repayments to the Group for the full loan balance at the book value of £26.6 million (2025: repayments totalling £2.5 million).

These loans were denominated in USD, interest-free and repayable in part or in full on demand, subject to a 12-month notice period.

• At 31 May 2026, outstanding trade receivable balances due from PZ Wilmar Limited are not classified as related party transactions and

balances (2025: trade receivable balance due from PZ Wilmar Limited of £0.7 million). All trading balances are settled in cash, and there

were no provisions for doubtful related party receivables at 31 May 2026 (2025: £nil).

28. SUBSIDIARIES AND JOINT VENTURES

Details of the Company’s subsidiaries as at 31 May 2026 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	Proportion
		Country of	Company’s	of voting
Company	Operation	incorporation	interest	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	Distribution	Australia	100%	100%	Level 3, 510	Church Street Cremorne Victoria 3121
Limited
Paterson Services (Shanghai)	Provision of services	China	100%	100%	Suite 635, 6th Floor, No.2000 Pudong Ave. China
Limited	to Group companies				(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 (Africa Holdings)	Dormant	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
Limited					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 services	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
Limited	to Group companies				Manchester, M22 5TG
PZ Cussons (International) Limited	Provision of services	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
	to Group companies				Manchester, M22 5TG
PZ Cussons (UK) Limited	Manufacturing	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
					Manchester, M22 5TG
PZ Cussons Beauty LLP 1	Distribution &	England	100%	—	Manchester Business Park, 3500 Aviator Way,
	holding partnership				Manchester, M22 5TG
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

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PZ Cussons plc Annual Report and Accounts 2026 169

Notes to the Consolidated Financial Statements continued

Year ended 31 May 2026

			Parent	Proportion
		Country of	Company’s	of voting
Company	Operation	incorporation	interest	interest	Registered office address
Thermocool Engineering Company	Dormant	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
Limited					Manchester, M22 5TG
PZ Cussons Acquisition Co Limited	Holding company	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
					Manchester, M22 5TG
Tadley Holdings Limited	Holding company	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
					Manchester, M22 5TG
Childs Farm Ltd	Distribution	England	100%	100%	Manchester Business Park, 3500 Aviator Way,
					Manchester, M22 5TG
PZ Cussons Ghana PLC	Distribution	Ghana	100%	100%	Plot 27/3-27/7, Sanyo Road, Tema, P. O. Box 628
					Community 1, Tema
PZ Cussons (Hong Kong) Limited	Dormant	Hong Kong	100%	100%	Level 54, Hopewell Centre, 183 Queen’s Road East
	Provision of services				604, 'C' Wing Raylon Arcade Ram Mandir Road –
PZ Cussons India PVT Limited	to Group companies	India	100%	100%	Kondvita Road, Bhim Nagar, Andheri East, Mumbai
					400093
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%	100%	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 Limited 2	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
PZ Cussons Singapore Private	Provision of services	Singapore	100%	100%	5 Shenton Way, UIC Building #10-01, Singapore
Limited	to Group companies				068808
Guardian Holdings Company	Provision of services				35 Moo 4, Tessamphan Road, Ban Chang Sub-
Limited	to Group companies	Thailand	49.00%	49.00%	District, Mueang Pathum Thani District, Pathum
					Thani Province
					35 Moo 4, Tessamphan Road, Ban Chang Sub-
PZ Cussons (Thailand) Limited	Manufacturing	Thailand	99.99%	99.99%	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%	413	East Lancaster Avenue, Wayne, PA 19087
Childs Farm, Inc.	Distribution	USA	100%	100%	413	East Lancaster Avenue, Wayne, PA 19087

1 PZ Cussons (Holdings) Limited has a 100 per cent 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.

In addition, the Paterson Zochonis Employee Trust (registered in Jersey) and the 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).

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.

28. SUBSIDIARIES AND JOINT VENTURES CONTINUED

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PZ Cussons plc Annual Report and Accounts 2026

170

Non-controlling interests

The two subsidiaries that have non-controlling interests that are material to the Group are HPZ Limited (45.04%) and PZ Cussons Nigeria

PLC (26.73%). Total net assets held in these two material subsidiaries at 31 May 2026 were £0.6 million and £36.3 million respectively

(2025: £4.9 million net liability and £4.5 million net liability respectively).

29. DISPOSALS

On 18 June 2025, as part of the strategic review of its Africa operations, the Group announced the sale of its 50% investment in a Nigerian

palm oil joint venture undertaking, PZ Wilmar Limited to Wilmar Africa Resources Pte Ltd, the Group’s joint venture partner. The investment in

PZ Wilmar Limited was classified as an asset held for sale at 31 May 2025. Following its classification as an asset held for sale, the share of

results of the joint venture that have been recognised in the year ended 31 May 2026 is £nil (2025: £5.6 million).

Cash receipts in respect of the sale include the sale of the Group’s shareholding, sale of land interests and repayment of receivables due from

PZ Wilmar Limited are further described below and total £51.2 million ($68.1 million). Cash proceeds have been received in both Naira and USD

and converted to GBP to align with the Group’s functional currency.

On 14 November 2025, the Group disposed of its 50% shareholding in PZ Wilmar Limited for gross proceeds of £11.8 million ($15.4 million) with

cash received during the year ended 31 May 2026.

Following the sale of its 50% shareholding in PZ Wilmar Limited, the Group disposed of associated land interests for consideration of £12.8 million

($17.1 million). At 31 May 2026, cash of £9.4 million ($12.4 million) had been received with the remaining £3.4 million ($4.7 million) received during

July 2026. The land, right-of-use asset and associated lease liability were all held at a book value of £nil.

As part of the disposal, a cumulative currency translation adjustment of £13.6 million was recycled from equity to the Consolidated Income

Statement and recognised within the loss on disposal of joint venture undertakings.

Transaction costs totalling £3.3 million primarily relate to legal and advisory costs of which costs incurred in the year ended 31 May 2026 were

£1.9 million (2025: £1.4 million).

The disposal of the shareholding and the assets resulted in a gain on disposal before tax of £4.5 million in the year ended 31 May 2026,

recognised within adjusting items in the Consolidated Income Statement.

The breakdown of the gain before tax on disposal of PZ Wilmar Limited at 31 May 2026, is as follows:

	£m
Total proceeds	24.6
Net assets disposed:
Investment in joint venture undertaking	(4.6)
Cumulative currency translation adjustment	(13.6)
Transaction costs incurred in the year ended 31 May 2026	(1.9)
Gain on disposal – recognised within adjusting items	4.5
Transaction costs incurred within the year ended 31 May 2025	(1.4)
Overall gain on disposal	3.1

Following the sale of its 50% shareholding in PZ Wilmar Limited, the Group received cash of £26.6 million ($35.6 million) in settlement of

amounts owed by PZ Wilmar Limited at book value.

30. EVENTS AFTER THE REPORTING PERIOD

On 9 June 2026, the Group entered into a new £225.0 million Revolving Credit Facility maturing in June 2030 with substantially similar terms to

the previous facilities as detailed in note 19.

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PZ Cussons plc Annual Report and Accounts 2026 171

Company Balance Sheet

As at 31 May 2026

2026 2025

Note £m £m

Non-current assets

Investments in subsidiaries 4 36.8 36.8

Deferred tax assets 5 4.2 2.9

41.0 39.7

Current assets

Receivables 5 49.5 69.8

Cash and cash equivalents 1.2 1.2

50.7 71.0

Current liabilities

Payables 6 4.5 6.9

Net current liabilities 46.2 64.1

Total assets less current liabilities 87.2 103.8

Net assets 87.2 103.8

Equity

Share capital 8 4.3 4.3

Treasury shares (29.1) (32.0)

Capital redemption reserve 0.7 0.7

Other reserves 6.4 4.7

Retained earnings 104.9 126.1

Total equity 87.2 103.8

The attributable loss for the year in the accounts of the Company was £4.8 million (2025: profit of £115.5 million).

The financial statements from pages 172 to 179 were approved by the Board of Directors and authorised for issue on 5 August 2026.

They were signed on its behalf by:

J Myers J Bramall

5 August 2026

PZ Cussons plc

Registered number 00019457

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PZ Cussons plc Annual Report and Accounts 2026

172

Company Statement of Changes in Equity

For the year ended 31 May 2026

Capital

Share Treasury redemption Other Retained

capital shares reserve reserves earnings Total

Note £m £m £m £m £m £m

At 1 June 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

Loss for the year — — — — (4.8) (4.8)

Ordinary dividends 3 — — — — (15.1) (15.1)

Share-based payment — — — 1.7 1.6 3.3

Shares issued from ESOT — 2.9 — — (2.9) —

At 31 May 2026 4.3 (29.1) 0.7 6.4 104.9 87.2

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PZ Cussons plc Annual Report and Accounts 2026 173

Notes to the Company Financial Statements

Year ended 31 May 2026

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 184.

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 financial statements have been prepared on

a historical cost basis. The accounting policies have been applied consistently in the current and prior year, except for changes required by the

adoption of new standards, amendments and interpretations.

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.

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 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

£nil (2025: £nil).

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

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.

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PZ Cussons plc Annual Report and Accounts 2026

174

Audit exemptions

For the year ended 31 May 2026, 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 Ltd 7454284

Milk Ventures (UK) Limited 4787107

PZ Cussons Acquisition Co Limited 13977759

PZ Cussons (Africa Holdings) Limited 16804633

PZ Cussons (Holdings) Limited 313993

PZ Cussons (International) Limited 706511

PZ Cussons (International Finance) Limited 8589433

PZ Cussons (UK) Limited 748096

PZ Cussons Beauty LLP OC364213

Seven Scent Limited 662385

St. Tropez Acquisition Co. Limited 5707257

St. Tropez Holdings Limited 5706646

St. Tropez Operations Limited 15945031

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 profit 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 Consolidated

Financial Statements which are included within this Annual Report.

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).

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PZ Cussons plc Annual Report and Accounts 2026 175

1. ACCOUNTING POLICIES

(a) Basis of preparation continued

• 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

2026 2025

£m £m

Aggregate amount of Directors’ emoluments 3.5 3.7

Emoluments of the highest paid Director 2.4 2.0

Amounts above include share-based payment expenses. For the year ended 31 May 2026, the highest paid Director received Company pension

contributions of £0.07 million (2025: £0.07 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 91 to 101.

The Company had no employees other than Directors during the year.

3. DIVIDENDS

2026 2025

£m £m

Amounts recognised as distributions to ordinary shareholders in the year comprise:

Final dividend for the year ended 31 May 2025 of 2.10p (2024: 2.10p) per ordinary share 8.8 8.8

Interim dividend for the year ended 31 May 2026 of 1.50p (2025: 1.50p) per ordinary share 6.3 6.3

15.1 15.1

After the balance sheet date, a final dividend for the year ended 31 May 2026 was proposed by the Directors of 2.20p per ordinary share. This

results in a total proposed dividend of £15.6 million (2025: £15.1 million). Subject to approval by shareholders at the Annual General Meeting,

the dividend will be paid on 8 October 2026 to the shareholders on the register on 11 September 2026. The proposed dividend has not been

included as a liability in the Consolidated Financial Statements as at 31 May 2026.

Notes to the Company Financial Statements continued

Year ended 31 May 2026

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PZ Cussons plc Annual Report and Accounts 2026

176

4. INVESTMENTS IN SUBSIDIARIES

£m

Cost 

At 1 June 2024 94.2

Additions 2.6

At 31 May 2025 96.8

Additions 3.3

At 31 May 2026 100.1

Accumulated impairment 

At 1 June 2024 (5 7. 4)

Impairment charge (2.6)

At 31 May 2025 (60.0)

Impairment charge (3.3)

At 31 May 2026 (63.3)

Carrying value 

At 31 May 2026 36.8

At 31 May 2025 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.

PZ Cussons (International) Limited is in a net liability position (unaudited) as at 31 May 2026 and is currently loss-making. The subsidiary

principally operates to provide services to other Group companies and whilst the subsidiary is able to recharge a proportion of its costs, there

is no certainty around cash inflows relating to these recharges exceeding total costs incurred. When considering the fair value less costs to sell,

management has considered that the subsidiary holds the Group’s UK defined benefit pension schemes, and therefore the fair value less costs

to sell is similarly negligible. On this basis, an impairment of £3.3 million (2025: £2.6 million) has been recorded to reduce the investment’s

carrying value to £nil. Details of the Company’s direct subsidiaries as at 31 May 2026 are shown below. For a full listing of all subsidiaries see

note 28 in the 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%

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026 177

5. RECEIVABLES

2026 2025

£m £m

Non-current

Deferred tax assets 4.2 2.9

Current

Amounts owed by Group companies 48.6 66.6

Other receivables 0.1 0.1

Prepayments 0.8 1.6

Current taxation receivable — 1.5

49.5 69.8

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 (2025: de minimis).

Amounts owed by Group companies accrue interest at 1.825% plus SONIA per annum until 5 December 2025 and 1.45% plus SONIA per

annum thereafter. The balances are unsecured, have no fixed date of repayment and are repayable on demand.

Movements in deferred tax assets during the year were:

Other timing

differences Losses Total

£m £m £m

At 1 June 2024 0.2 1.4 1.6

(Charge)/credit to income statement (0.2) 1.5 1.3

At 31 May 2025 — 2.9 2.9

Credit to income statement — 1.3 1.3

At 31 May 2026 — 4.2 4.2

6. PAYABLES

2026 2025

£m £m

Amounts owed to Group companies 3.9 6.6

Accruals 0.1 0.3

Current taxation payable 0.5 —

4.5 6.9

Amounts owed to Group companies are non-interest-bearing, unsecured and have no fixed date of repayment.

7. BORROWINGS

At 31 May 2026, the Company is one of a number of Group companies who are guarantors to the £270.0 million (2025: £325.0 million)

committed credit facility which is available for general corporate purposes. The credit facility incorporates both a GBP term loan, of up to £70.0

million, originally £125.0 million, with the balance as a multicurrency 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. Following this

extension, the Term Loan reduced to £70.0 million and as at 31 May 2026, was due to mature on 8 November 2026. The amount borrowed by the

Group under this agreement as at 31 May 2026 was £76.9 million (2025: £157.1 million), of which the Company’s borrowing was £nil (2025:£nil).

Subsequent to 31 May 2026, on 9 June 2026, the Group entered into a new four-year £225.0 million Revolving Credit Facility maturing in June

2030, with substantially similar terms to the previous facilities including two, one-year extension options. Further details are provided in note 19

of the Consolidated Financial Statements.

Notes to the Company Financial Statements continued

Year ended 31 May 2026

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PZ Cussons plc Annual Report and Accounts 2026

178

8. SHARE CAPITAL AND INVESTMENT IN OWN SHARES

(a) Share capital

2026 2025

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) 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 were:

ESOT SIP trust

number number

As at 1 June 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

Issued to satisfy options (793,146) —

Transfers (18 3,14 4) 183,144

As at 31 May 2026 7,395,101 559,096

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 2026 was £29.1 million (2025: £32.0 million) and the market value was £7.0 million

(2025: £7.6 million).

9. CONTINGENT LIABILITIES AND GUARANTEES

The Company is one of a number of Group companies who are guarantors to the £270.0 million committed credit facility taken out by the Group

in November 2022. The facility comprises a Term Loan of up to £70.0 million, with the balance as a RCF structure. Further details areprovided

in note 19 of the Consolidated Financial Statements. The amount borrowed by the Group under this agreement as at 31May 2026 was

£76.9million (2025: £157.1 million), of which the Company’s borrowing was £nil (2025: £nil).

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026 179

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

2026 2025

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 541.4 — 541.4 513.8 — 513.8

Cost of sales (322.0) — (322.0) (307.0) — (307.0)

Gross profit 219.4 — 219.4 206.8 — 206.8

Selling and distribution expense (92.0) — (92.0) (85.4) — (85.4)

Administrative expense (67.9) 10.2 (57.7) (73.6) (32.8) (106.4)

Other operating income — 12.6 12.6 — — —

Gain on disposal of joint venture undertakings — 4.5 4.5 — — —

Share of results of joint venture — — — 7.1 (1.5) 5.6

Operating profit/(loss) 59.5 27.3 86.8 54.9 (34.3) 20.6

Finance income 3.4 — 3.4 3.9 — 3.9

Finance expense

(12.8) — (12.8) (17.7) (0.3) (18.0)

Net finance expense (9.4) — (9.4) (13.8) (0.3) (14.1)

Profit/(loss) before taxation 50.1 27.3 77.4 41.1 (34.6) 6.5

Taxation (14.9) (34.1) (49.0) (9.0) (2.7) (11.7)

Profit/(loss) for the year 35.2 (6.8) 28.4 32.1 (37.3) (5.2)

Attributable to:

Owners of the Parent 30.1 (10.3) 19.8 30.8 (36.6) (5.8)

Non-controlling interests 5.1 3.5 8.6 1.3 (0.7) 0.6

35.2 (6.8) 28.4 32.1 (37.3) (5.2)

Adjusted earnings per share

2026 2025

Business Business

performance performance

excluding Adjusting Statutory excluding Adjusting Statutory

adjusting items items results adjusting items items results

Profit/(loss) for the year attributable to

owners of the Parent (£m)

30.1 (10.3) 19.8 30.8 (36.6) (5.8)

Basic weighted average shares in issue during the

year (‘000)

421,313 421,313 421,313 419,457 419,457 419,457

Basic Earnings per share (p) 7.14 (2.44) 4.70 7.34 (8.72) (1.38)

Diluted weighted average shares in issue during

the year (‘000)

423,856 423,856 423,856 420,751 420,751 420,751

Diluted earnings per share (p) 7.10 (2.43) 4.67 7.32 (8.70) (1.38)

1 In 2025 the basic and diluted loss per share are equal as a result of the Group incurring a statutory loss for the year.

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026

180

Adjusted operating profit and adjusted operating margin

2026 2025

£m £m

Group

Operating profit from continuing operations 86.8 20.6

Exclude: adjusting items (27.3) 34.3

Adjusted operating profit 59.5 54.9

Revenue 541.4 513.8

Operating margin 16.0% 4.0%

Adjusted operating margin 11.0% 10.7%

By segment

Europe & the Americas:

Operating profit from continuing operations 47.2 50.9

Exclude: adjusting items (10.6) (14.1)

Adjusted operating profit 36.6 36.8

Revenue 200.3 199.4

Operating margin 23.6% 25.5%

Adjusted operating margin 18.3% 18.5%

Asia Pacific:

Operating profit from continuing operations 27.1 25.1

Exclude: adjusting items (3.2) 0.1

Adjusted operating profit 23.9 25.2

Revenue 173.1 173.5

Operating margin 15.7% 14.5%

Adjusted operating margin 13.8% 14.5%

Africa:

Operating profit from continuing operations 34.2 18.9

Exclude: adjusting items (12.3) 4.5

Adjusted operating profit 21.9 23.4

Exclude: adjusted share of results of joint venture — ( 7.1)

Adjusted operating profit excluding share of results of joint venture 21.9 16.3

Revenue 168.0 140.9

Operating margin 20.4% 13.4%

Adjusted operating margin 13.0% 16.6%

Adjusted operating margin excluding share of results of joint venture 13.0% 11.6%

Central:

Operating loss from continuing operations (21.7) (74.3)

Exclude: adjusting items (1.2) 43.8

Adjusted operating loss (22.9) (30.5)

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026 181

Adjusted share of results of joint venture

2026 2025

£m £m

Share of results of joint venture — 5.6

Exclude: adjusting items — 1.5

Adjusted share of results of joint venture — 7.1

Adjusted profit before taxation

2026 2025

£m £m

Profit before taxation from continuing operations 77.4 6.5

Exclude: adjusting items (27.3) 34.6

Adjusted profit before taxation 50.1 41.1

Adjusted Earnings Before Interest Depreciation and Amortisation (Adjusted EBITDA)

2026 2025

£m £m

Profit before taxation from continuing operations 77.4 6.5

Add back: net finance expense 9.4 14.1

Add back: depreciation 8.4 8.0

Add back: amortisation 4.1 4.1

Add back: impairment and impairment reversal (11.4) 18.3

87.9 51.0

Exclude: adjusting items

(15.9) 15.5

Adjusted EBITDA 72.0 66.5

1 Excludes adjusting items relating to impairment.

Adjusted net debt

2026 2025

£m £m

Cash at bank and in hand 51.9 45.1

Total borrowings (76.9) (157.1)

Net debt (25.0) (112.0)

Less: cash held in Nigeria (24.5) (20.2)

Adjusted net debt (49.5) (132.2)

Adjusted net debt/adjusted EBITDA 0.7x 2.0x

Operating profit excluding share of results of joint venture

2026 2025

£m £m

Operating profit 86.8 20.6

Exclude: share of results of joint venture — (5.6)

Operating profit excluding share of results of joint venture 86.8 15.0

Free cash flow

2026 2025

£m £m

Cash generated from operations 60.8 49.2

Less capital expenditure (6.1) (6.9)

Free cash flow 54.7 42.3

Alternative Performance Measures continued

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026

182

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 engagement % score based upon a set of questions within our annual survey of employees

EPS Earnings per share

ETR Effective tax rate

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

Minority interest Used interchangeably with Non-controlling interest

Net debt

Cash, short-term deposits and current asset investments, less bank overdrafts and borrowings. Excludes IFRS 16

leaseliabilities

NPD New Product Development

n.m. Represents non-meaningful growth rates

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

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026 183

ANNUAL GENERAL MEETING

The AGM will be held at 10.30am on

1October 2026 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.

STRATEGIC REPORT GOVERNANCE ADDITIONAL INFORMATIONFINANCIAL STATEMENTS

PZ Cussons plc Annual Report and Accounts 2026

184

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Printed on material from well-managed, FSC™ certified forests and other

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100% of the inks used are HP Indigo ElectroInk which complies with RoHS

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preservation of high conservation value land. Through protecting standing forests

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CBP036982

PZ Cussons plc Annual Report and Accounts 2026

PZ Cussons plc

Manchester Business Park

3500 Aviator Way

Manchester M22 5TG