ELEMENTIS PLC

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Elementis plc

Annual Report

and Accounts 2025

Elevate

Elementis

Strategic Report

Elementis in brief

Leveraging our global footprint

Investment case

Chair’s statement

Chief Executive Ofﬁcer’s review

Strategy

Q&A with Luc van Ravenstein,

Chief Executive Ofﬁcer

Our business model

Business performance overview

Market trends and opportunities

Key performance indicators

Risk management

Principal risks and uncertainties

Finance report

Viability and going concern statement

Sustainability

Foreword

Governance

Materiality

Sustainability strategy

Environment

People

Responsible business

Non-ﬁnancial and sustainability

information statement

Corporate Governance

Chair’s introduction to governance

Board of Directors

Division of responsibilities

Board in action

Key activities in 2025

100

Section 172(1) statement

104

Workforce engagement

106

Board performance review

107

Nomination Committee report

111

Audit Committee report

117

Compliance statement

121

Directors’ Remuneration report

144

Directors’ report

148

Directors’ responsibilities

Financial Statements

150

Independent Auditor’s report

158

Consolidated income statement

158

Consolidated statement of

comprehensive income

159

Consolidated balance sheet

160

Consolidated statement of

changes in equity

161

Consolidated cash flow statement

162

Notes to the consolidated

ﬁnancial statements

202

Company balance sheet

203

Company statement of

changes in equity

204

Notes to the company ﬁnancial

statements of Elementis plc

208

Alternative performance measures

and unaudited information

210

Five-year record

Shareholder Information

212

Notes on ESG reporting

methodologies

213

Environmental data

216

Shareholder services

217

Corporate information

218

GRI index

220

SASB index

221

Glossary

Awards and recognition

EcoVadis Silver

– Positions us in

the top 15% of

companies rated

2025 Coatings

Industry Ringier

Technology

Innovation Award

1 most popular

rheological additive

supplier worldwide

in coatings

1 most popular

rheological additive

supplier worldwide in

adhesives & sealants

Constituent member

FTSE Women

Leaders –

Ranked 39

In this report

Cover image

Powder coating additives,

as shown on the front cover,

are used in industrial

applications and are a key

growth market for Elementis.

Strategic Report

The Strategic Report was approved by

the Board of Directors on 4 March 2026

and is signed on its behalf by:

Luc van

Ravenstein

CEO

Kath

Kearney-Croft

CFO

Elementis plc

Annual Report and Accounts 2025

Elementis

is a global specialty chemicals business

which develops high-performance additives that

are essential to the function and feel of formulations

across personal care and coatings applications.

Though our ingredients may be used in small

quantities, they deliver outsized impact – enhancing

texture, stability and performance, delivering value

to our customers and improving people’s lives.

Our purpose –

Unique chemistry, sustainable solutions

Our strength lies in our unique chemistry and deep application expertise,

which allows us to tailor solutions that meet the evolving needs of our customers.

We are committed to delivering these in a sustainable and responsible way,

for the beneﬁt of all our stakeholders.

Our values

Safety

Our way of life

Solutions

Creating value

for our customers

Ambition

Passion for

excellence

Respect

We do the

right thing

Team

The power of

collaboration

Our values shape our culture and guide everything we do.

Safety

is our

foundation – an everyday commitment to protecting our people. We pursue

excellence with

ambition

, creating

solutions

that deliver real value.

Respect

deﬁnes how we engage – with colleagues, customers, communities,

and the environment. And

teamwork

drives our success, turning collaboration

into exceptional outcomes.

Revenue

$597.5m

2024: $603.8m

Adjusted operating

proﬁt margin

21.2%

2024: 19.7%

IFRS proﬁt

before tax (“PBT”)

$89.9m

2024: $74.3m

Total recordable

incident rate (“TRIR”)

0.44

2024: 0.21

Scope 1 & 2 emissions

(tCO

e) change

-14.0%

2024: +17.2%

Employee

engagement

4.04

2024: 3.91

Adjusted

PBT

$107.5m

2024: $96.7m

Adjusted earnings

per share (“EPS”)

13.7 cents

2024: 12.0 cents

Adjusted return on capital

employed (“ROCE”)

30%

2024: 29%

Financial highlights

Non-ﬁnancial highlights

Cautionary statement

The Annual Report and Accounts for the ﬁnancial year ended 31 December 2025,

as contained in this document (“Annual Report”), contains information which viewers or readers might

consider to be forward-looking statements relating to or in respect of the ﬁnancial condition, results,

operations or businesses of Elementis plc. Any such statements involve risk and uncertainty because

they relate to future events and circumstances. There are many factors that could cause actual results or

developments to differ materially from those expressed or implied by any such forward-looking statements.

Nothing in this Annual Report should be construed as a proﬁt forecast.

Unless otherwise stated, comparative ﬁnancial results, cashflows and ESG metrics have been re-presented

in this Annual Report and Accounts following the sale of the Talc business.

All ﬁnancial results and cashflows labelled as “Adjusted” within this Annual Report and Accounts refer to

alternative performance measures (“APMs”) on pages 208-209 for explanations and deﬁnitions.

Read more about how our purpose guides our strategy, culture and values on pages 14-21 and 75-83

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Our customers

67%

of revenue generated

via direct customers

33%

of revenue generated

via distributors

Group revenue

37.6%

Personal Care

62.4%

Coatings

Group adjusted operating proﬁt

50.8%

Personal Care

49.2%

Coatings

Group adjusted operating proﬁt margin

32.4%

Personal Care

18.9%

Coatings

Our products don’t have

everyday names, but there

is a little bit of Elementis in

many everyday items.

We create specialty chemicals

using our deep expertise in the

science of how materials flow and

feel (rheology) and in combining

ingredients in the right way to make

products that perform better, feel

nice and last longer (formulation

solutions). This helps us to deliver

crucial end-product attributes for

our customers in the personal care

and coatings markets.

Our markets

What we do

Personal Care

We are a leading supplier

of natural rheology modiﬁers

and antiperspirant actives.

We offer a wide range of

products to customers across

personal care, home care,

industrial cleaning, agriculture

and pharma. Our products

help make skin creams

smoother, antiperspirants

work longer, home care

products more natural

and plant-based cosmetic

ingredients more efﬁcient.

Coatings

We supply a broad range

of rheology modiﬁers and

other specialty additives to

manufacturers of industrial

coatings, decorative paints,

additives for oil and

gas drilling stimulation

fluids and adhesives and

sealants. Our products help

make industrial coatings last

longer, decorative paints more

stain resistant and sealants

apply more evenly.

See pages 32-33 for more

See page 34 for more

Elementis in brief

For references to APMs, please refer to pages 208-209 for explanations and deﬁnitions.

Elementis plc

Annual Report and Accounts 2025

Americas

Newberry Springs,

California

The Newberry Springs plant

beneﬁciates hectorite ore and

processes it into high-value

specialty additives used in Personal

Care and Coatings applications.

Asia

Anji, China

The Anji site is part of Elementis’

China manufacturing footprint

and supplies global customers.

It sits within Elementis’ expanding

Asia strategy – particularly around

advanced thickener technologies.

43%

of Group revenues

Manufacturing sites

R&D centres

Ofﬁces

318

Employees

Americas

34%

of Group revenues

Manufacturing sites

R&D centres

Ofﬁces

280

Employees

Europe

23%

of Group revenues

Manufacturing sites

R&D centres

Ofﬁces

391

Employees

Asia

Europe

Livingston,

Scotland

The Livingston plant

manufactures a

range of clay and

synthetic-based

rheolgical modiﬁers.

Leveraging our global footprint

Manufacturing

R&D Centres

Hectorite mine

With a global footprint spanning four continents,

we’ve built the manufacturing resilience and

flexibility to operate seamlessly while delivering

a true local-for-local model.

Through our operations,

we supply our products

to customers in

countries

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Elevate

Elementis

A new strategy and ambitious medium-term

targets, launched to accelerate sustainable

growth, enhance choice for customers

and create a simpler, leaner Elementis.

Strategic

priorities

Medium-term

targets

Consistent

track record

We have a proven track record of delivering

attractive returns, underpinned by high

recurring revenues, disciplined cost control,

a strong balance sheet and robust cash

generation, enabling ongoing investment

and shareholder return optionality.

30%

Dividend

payout ratio

c. $80m

returned to

shareholders in 2025

Access to

high-grade

hectorite

We own one of the largest known commercial

high-grade hectorite mines in the world,

giving us a strategic advantage in producing

premium, high-performance additives for

demanding applications.

>50

Years of estimated

hectorite reserves life

Global scale

and market

leadership

With operations across four continents,

we combine global reach with leadership

in rheology and formulation technologies

to serve diverse customer needs in

personal care and coatings.

Research and development

(“R&D”) centres globally

Deep technical

expertise and

customer

intimacy

Decades of scientiﬁc expertise, a commitment

to investing in R&D and close customer

collaboration enable us to anticipate trends

and deliver tailored, sustainable solutions,

while enhancing service and delivery levels

to become the ﬁrst choice for customers.

20%

Innovation Revenue

medium-term target

A responsible

and more

sustainable

business

Sustainability is central to how we operate.

We are recognised for our environmental

and social credentials and are making

good progress towards our net zero by

2050 ambition.

59%

Revenue from natural or

naturally derived products

Investment case

We have a compelling

investment proposition

to deliver attractive

shareholder returns.

We are leaders in rheology

and formulation solutions with

a proven track record of delivery

and operating in attractive end

markets that have long-term

growth potential.

Having simpliﬁed Elementis

and transformed the business

into a premium pure-play

specialty additives player,

there are excellent opportunities

to further consolidate our

position in existing markets,

to enter adjacent markets,

and to build on our leading

position by investing in

organic-led innovation growth,

alongside disciplined and

accretive mergers and

acquisitions (“M&A”).

Elementis plc

Annual Report and Accounts 2025

I am pleased to report that, in a soft demand

environment, the Group has delivered a strong

strategic and ﬁnancial performance.

Starting ﬁrst with our strategic highlights.

The divestment of the Talc business in 2025,

together with the sale of the Chromium

business in 2023, has sharpened our focus

and created a specialty chemicals group

distinguished by clear core competencies,

unique capabilities as well as industry-leading

margins. With a focus on personal care and

coatings, the Group is well positioned to

deliver sustained organic growth and

long-term value for shareholders.

We welcomed new executive leadership

this year with Luc van Ravenstein appointed

as Chief Executive Ofﬁcer (“CEO”) and Kath

Kearney-Croft as Chief Financial Ofﬁcer

(“CFO”). In addition, Stijn Dejonkheere,

formerly head of our Personal Care business,

was promoted to the newly created role

of Chief Commercial Ofﬁcer, assuming

responsibility for both our Personal Care

and Coatings businesses.

Under Luc’s leadership, we launched

our new Elevate Elementis strategy and

medium-term targets in July 2025 – a bold

plan designed to accelerate sustainable

growth, enhance customer value, and

become a simpler and more agile business.

I am conﬁdent this strategy will elevate

Elementis to the next level and strengthen our

position as a leader in specialty chemicals.

Our strategic efﬁciency initiatives made an

important contribution to our performance

this year. Most notably, the Fit for the Future

programme delivered signiﬁcant streamlining

of the Group’s administrative and transactional

activities. These functions have now been

consolidated in Porto, Portugal, where over

100 new colleagues support this critical

work. Alongside this, the consolidation of

our manufacturing footprint enabled us to

achieve our cost savings target and improve

proﬁtability margins despite a subdued

demand environment. Furthermore, our

strengthened balance sheet and robust cash

conversion provide the Group with greater

flexibility and optionality to deliver future

shareholder returns.

Turning to our ﬁnancial performance.

Despite a challenging macroeconomic

backdrop and speciﬁc weakness in certain

end markets, the Group delivered a robust

ﬁnancial performance. While revenue was

slightly down at $597.5m, adjusted operating

margin was up strongly to 21.2%. This reflects

management’s success in driving pricing

optimisation, enhancing supply chain

resilience, and delivering efﬁciencies

across our back-ofﬁce operations.

In 2025, we returned $79.1m to our

shareholders compared to $18.8m in the

prior year. This amount included $25.3m in

relation to our ordinary dividend payments,

as well as $53.8m paid out via our ﬁrst share

buyback programme following the sale of the

Talc business.

2025 has been a strong year for

Elementis, and I leave knowing that the

business is in capable hands and well

positioned for the next phase of its growth.”

John O’Higgins

Chair

2025 in

review

Chair’s statement

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Positioning the business for

long-term success

In May 2025, we announced the simultaneous

sale and completion of our Talc business to

IMI Fabi S.p.A, a global talc manufacturer.

This divestment, which followed a strategic

review of the business, completed the

transformation of Elementis into a pure-play

specialty chemicals company.

Concurrent with the sale of Talc and in

recognition of Elementis’ robust balance sheet

and the strong conﬁdence in the streamlined

Group’s prospects, the Board announced its

intention to return £40.0m ($53.8m) of the

net cash proceeds from the transaction to

shareholders by way of our ﬁrst share buyback

programme. The programme successfully

completed in December and led to the

purchase of 24.6m shares. Of this amount,

1.6m shares were held in treasury and made

available to meet existing share-based awards

requirements during the year.

While the focus of our new Elevate Elementis

strategy is on organic growth, we will take

a disciplined yet opportunistic approach to

acquisitions. Speciﬁcally, we will seek bolt-on

technologies that strengthen our specialty

additives portfolio and accelerate sustainable,

long-term value creation. Consistent with this

approach, we were delighted to announce in

November 2025 the acquisition of Alchemy

Ingredients Limited (“Alchemy”) – a highly

complementary business specialising in

sustainable formulation solutions for the

personal care rheology market. The

acquisition brings exciting new products

and technologies to Elementis’ portfolio

that will further enhance our expertise in

formulation solutions and rheology.

Elementis will enable Alchemy to build

on its success to date by leveraging its

global sales and distribution network

alongside its complementary technology

and application knowledge.

Financial strength and

shareholder returns

Elementis’ balance sheet has fundamentally

transformed over the last few years. Today,

our leverage stands at 1.3x, compared to an

all-time high of 3.2x in 2020, a level that now

reflects the beneﬁt of prudent ﬁnancial and

cost management, as well as the strategic

divestments that we have completed during

this time. Our strengthened balance sheet

combined with our robust three-year cash

generation gives us the flexibility to invest

for growth, while preserving optionality to

return excess cash to our shareholders.

We are pleased to announce that the Board

has recommended a ﬁnal dividend for 2025

of 3.0 cents per share (2024: 2.9 cents),

resulting in a full-year dividend of 4.3 cents per

share, compared to 4.0 cents per share last

year. The payout ratio of 31% in 2025 is in line

with the Group’s dividend policy that targets a

payout ratio of around 30% of adjusted

earnings.

Moving towards a sustainable future

The divestment of our Chromium and Talc

businesses has substantially changed our

environmental sustainability proﬁle. To put

this in perspective, Elementis’ greenhouse

gas (“GHG”) emissions intensity (Scope 1 & 2

market-based) in 2019 was 400 tCO

e/$m

revenue. Following the sale of both

businesses, it is currently 94 tCO

e/$m,

a 77% reduction.

Aligned with our purpose, our streamlined

portfolio enhances our focus on developing

high-performance additives that deliver

better, more sustainable outcomes for both

the environment and society. By innovating

products that support our customers on

their own sustainability journeys, we unlock

new opportunities for growth and innovation.

For example, this year we have launched

innovative new biobased products for personal

care applications that help meet consumer

demand for more naturally-derived content.

At the same time, we remain committed to

reducing our emissions footprint – designing

products that use fewer resources and

generate less pollution. In March 2025,

we received validation of our science-based

target (“SBT”) for GHG emissions reduction

from the Science Based Targets initiative

(“SBTi”). As part of our initial actions, we have

been able to signiﬁcantly expand our purchase

of clean electricity and reduce the intensity

of our fossil fuel consumption through targeted

capital investments. We remain focused

on identifying further emission reduction

opportunities in our operations, supply chain

and product design.

Health and safety is fundamental to our

operations and a core value that guides our

decisions and shapes our culture. Regrettably,

we had four recordable injuries compared to

two in the prior year. While none of these

resulted in time away from work, we recognise

that even one incident is too many. In

response, we doubled audit inspections and

stop work reporting across our sites to

strengthen our focus on prevention and

reinforce safe behaviours. These efforts

reflect our belief that safety is not only

a responsibility, it is essential to how we

operate and grow.

Elementis employees and culture

Our colleagues are our greatest asset.

We cannot deliver on our strategic objectives

without the talent, commitment and

engagement of colleagues across the

business. On behalf of the Board, I want to

extend my sincere thanks to all our teams

for their unwavering dedication during

another year of signiﬁcant change. This

included the completion of our two-year

Fit for the Future restructuring programme and

the implementation of various supply chain

efﬁciency initiatives that were ﬁrst announced

with our November 2023 Capital Markets Day

(“CMD”). Following the launch of our Elevate

Elementis strategy, we also commenced a

broader programme of cost savings and

efﬁciency measures to help create a simpler,

leaner Elementis – improving agility and speed

of execution to ensure we remain the ﬁrst

choice for our customers.

Chair’s statement continued

Our colleagues make

our ambitions possible

and the Board deeply

appreciates their

unwavering dedication.”

Elementis plc

Annual Report and Accounts 2025

The Board is committed to a high level of

employee engagement. Meeting colleagues

across our locations is always a privilege, and

our biannual engagement survey helps us to

provide timely support and training. This year,

we achieved an overall improvement in our

engagement score – a fantastic result that

reflects the strength of our culture and the

commitment of our people. You can read

more about the results of our Gallup employee

survey on page 82.

Management and Board evolution

In April 2025, we appointed Luc van

Ravenstein as our new CEO following

Paul Waterman’s retirement. Luc is

a well-respected leader with a strong track

record of delivery having successfully led

the growth and improved the operational

and ﬁnancial performance of both our

Coatings and Personal Care businesses

over the last 14 years.

In September 2025, we announced that

Ralph Hewins was stepping down as CFO,

with Kath Kearney-Croft appointed as his

successor effective 1 January 2026. During

his nine years at Elementis, Ralph has helped

to build strong, modern, global Finance and

IT functions and played a critical role in

deleveraging the business through the sale

of the Talc and Chromium businesses and

improving the operating margins of the Group.

Ralph leaves Elementis with our best wishes.

Kath joined Elementis from Learning

Technologies Group plc, a global provider of

learning and talent solutions, following its

acquisition by General Atlantic earlier in 2025.

She previously served as CFO of Learning

Technologies Group plc since 2021 and brings

over 20 years of experience in senior ﬁnance

roles across the UK and US, including

positions at SIG plc, Vitec plc, Rexam PLC

and BOC Group plc. Kath’s extensive

expertise across diverse industries will be a

valuable asset as we execute our plans for

sustainable long-term growth.

The smooth transition to our new executive

team was enabled in no small part by the

outstanding contributions during the year of

our departing CEO and CFO, Paul Waterman

and Ralph Hewins respectively. I would like

to thank them both for their leadership and

dedication during this pivotal period.

With the successful completion of our key

portfolio restructuring priorities and the

leadership transition, I announced in October

2025 my intention to stand down as Chair at

the 2026 Annual General Meeting (“AGM”).

It has been an honour to serve in this role,

and I am conﬁdent the Group is well

positioned for a new chapter of growth.

An update on Chair succession will follow

in due course.

In recognition of the need to transition to

a Board that is more reflective of the reduced

size of the business, we also announced in

October 2025 that Heejae Chae would step

down as Non-Executive Director (“NED”) at

the end of 2025. In addition, we announced in

February 2026 that having reached the ninth

anniversary of her initial appointment to the

Board as a NED, Dorothee Deuring retired

from the Board. I would like to thank them

both for their contribution to the Board

during their tenures. I am very grateful to all

my fellow Board members – past and present

– for their dedication and their contribution

to Elementis’ transformation.

Looking ahead

The Group has delivered another year

of strong progress and, while the

macroeconomic and geopolitical environment

remains uncertain, Elementis today is stronger,

more focused, and better positioned than ever

before. Our adjusted operating margin has

increased from 15.0% to 21.2% in the past ﬁve

years, and the balance sheet is strong and

conservatively managed. We have a clear

strategy, a talented leadership team, and

a culture built on our values of Safety,

Solutions, Ambition, Respect and Team.

The future for Elementis is bright, and I leave

conﬁdent that the Company will continue

to thrive and deliver exceptional value to

all stakeholders.

John O’Higgins

Chair

Statement on section 172

of the Companies Act 2006

Section 172 of the Companies Act 2006

requires the Directors to promote the

success of the Company for the beneﬁt

of the members as a whole, having

regard to the interests of stakeholders

in their decision-making.

The Company’s section 172 statement

is set out on pages 100-103 and is

incorporated into this Strategic Report

by reference.

East Windsor, US

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

I am delighted to present my ﬁrst Annual

Report and Accounts for Elementis. It is

a privilege to lead such a fantastic company

and the talented colleagues who make it

so special. This has been a transformational

year at Elementis, and I am proud of all that

we have accomplished together.

Having spent 14 years with Elementis

leading both our Personal Care and Coatings

segments, I know the business, our customers

and our colleagues intimately. When I stepped

into the role in April, I had a clear vision

for where we can take this business.

My ﬁrst priority was completing the sale

of Talc – a milestone we reached in May.

This successful transaction delivered a clean

exit, returned value to our shareholders,

and repositioned Elementis as a pure-play

specialty chemicals company. It also

accelerated the delivery of our 2026 ﬁnancial

targets, set out at our 2023 Capital Markets

Day (“CMD”), by a full year – an outstanding

achievement.

With this foundation in place, I was pleased to

launch our new Elevate Elementis strategy

and medium-term targets in July 2025 (see

below and pages 14-21 for further details). Our

three priorities – accelerating sustainable

growth, being ﬁrst choice for customers, and

becoming a simpler, leaner Elementis – are

ﬁrmly embedded across the business and

we have already made encouraging progress

across all three areas, but there is much more

to do. I am truly excited about the journey

ahead and look forward to keeping you

updated as we elevate Elementis to the

next level.

Navigating a challenging

operating environment

2025 was another challenging year for global

economies, with persistent geopolitical

uncertainty, US tariff volatility, higher inflation

and trade fragmentation all impacting

consumer and business sentiment.

Within the wider European Chemicals sector,

2025 was another difﬁcult year and we

continued to see the diversiﬁed companies

under pressure from Chinese oversupply

and a sluggish global demand environment.

The truly specialty chemicals businesses

performed better though, delivering a positive

performance overall.

Results in line with expectations

Overall Group revenue was slightly down

at $597.5m, compared to $603.8m in the

prior year. We achieved strong growth in

adjusted operating proﬁt and margin of

$126.7m (2024: $119.2m) and 21.2%

(2024: 19.7%) respectively. This, in

combination with lower net ﬁnance costs in

the year, meant we were able to generate

adjusted proﬁt before tax (“PBT”) of $107.5m,

up 11.2% from last year, and our adjusted

earnings per share (“EPS”) was up 1.7 cents

to 13.7 cents (2024: 12.0 cents). This is an

outstanding performance in the context of the

challenging operating environment I outlined

earlier, and a testament to the premium

specialty nature of our business.

After adjusting for the loss on the sale of

the Talc business of $110.5m in H1 2025,

the statutory loss for the year was $45.5m.

Chief Executive Ofﬁcer’s review

We are seeing the positive impacts

of our new strategy, and look forward

to another year of delivering value

for all our stakeholders.”

Luc van Ravenstein

Chief Executive Ofﬁcer

Elevating

Elementis

Elementis plc

Annual Report and Accounts 2025

In relation to our divisional performance,

Personal Care represents 37.6% of Group

revenues and 50.8% of Group adjusted

operating proﬁt. Revenues increased 3.3% to

$224.5m (2024: $217.4m), with higher volumes

and pricing helping to offset negative mix

impacts in the year. Revenue was higher

across all regions despite the impact of tariffs,

driven by our positive pricing and proactive

supply chain management actions, which

enabled us to manage our raw materials cost

exposure, while keeping production levels

optimised. These, in combination with our

self-help actions and cost savings, including

the closure of the Middletown AP Actives plant

last year, helped us to deliver higher adjusted

operating proﬁt and margin of $72.8m (2024:

$61.6m) and 32.4% (2024: 28.3%) respectively.

In Coatings, which represents 62.4%

of Group revenue and 49.2% of Group

adjusted operating proﬁt, revenues fell by

3.5% to $373.0m (2024: $386.4m). The

decline, which was in line with management’s

expectations and the weak global demand

environment for Coatings, resulted in lower

volumes across all regions. Offsetting these,

we were pleased to have realised positive

pricing across all regions, and our Energy

business continued to perform strongly

despite the low oil price environment.

As a result of the lower revenues, adjusted

operating proﬁts were lower at $70.4m

(2024: $78.4m) and margins were resilient

at 18.9% (2024: 20.3%) respectively.

Elevating Elementis

A key step in the transformation of the

Company was the sale of the Talc business,

which we completed in May. In July we

launched our new growth strategy, Elevate

Elementis, designed to build on our strong

foundations and take the business to the

next level.

We have identiﬁed three clear priorities for

the medium term. These will propel our

performance, drive higher growth and

generate material free cash flow that will

create optionality for reinvestment and

additional shareholder returns.

Accelerate sustainable growth

We will unlock our growth potential by utilising

our premium hectorite asset as well as

our leading capabilities in rheology and

formulation solutions. Together, we call

these our winning differentiators (please

see pages 16-19 for further details).

As recognised experts in rheology, we have

deep technical knowledge and a reputation

for long-standing innovation in personal care

and coatings applications.

Our aim in rheology, which makes up

approximately 60% of Group revenue,

is to build on our existing share of the $4bn

personal care and coatings market, as well

as to enter new and adjacent markets with

an addressable size of $4bn.

To accelerate growth across our portfolio,

we will be using three key levers:

We are increasing our investment in

innovation, with research and development

(“R&D”) spend increasing from 2% to 3% of

Group revenue. In addition, having achieved

a 200 bps improvement in our Innovation

Revenue to 16.4%, our target is to grow this

to 20% over the medium term. Our

approach to innovation will be multi-faceted.

A key focus, however, will be to increase

the penetration of hectorite in our product

portfolio through focused innovation and

the development of new use cases, such as

in agro chemicals, ﬁre retardants, and

household and industrial cleaning products.

Over the medium term, we expect double-

digit growth in revenue from hectorite-

based products

We will enhance customer intimacy

by leveraging our global footprint and

expanding direct account coverage to

enable us to move up the innovation curve

and deliver more impactful higher-margin

products. We will also establish new

warehouses and technical support labs

in Southeast Asia and India

To complement our organic-led innovation

growth, we will selectively pursue bolt-on

M&A opportunities that complement our

portfolio and capabilities, such as the

acquisition of Alchemy in November 2025,

while maintaining balance sheet strength

and ﬁnancial discipline

Our new strategy will

unlock the full potential

of Elementis and elevate

us to the next level.”

Elementis plc

Annual Report and Accounts 2025

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Chief Executive Ofﬁcer’s review continued

First choice for customers

Having spent years in sales, I know ﬁrsthand

that being top of mind – and the ﬁrst choice for

customers – is not just desirable; it is essential.

It demands focus, consistency, and commitment

from every colleague across the business. Each

of us has a role to play in making Elementis

the partner of choice for our customers.

We have identiﬁed three focus areas to help

achieve this priority.

On-Time, In-Full (“OTIF”) improvement

– This is a key performance metric that

measures how reliably a supplier delivers

products to customers. A higher OTIF is

indicative of a more reliable supplier and

leads to greater customer satisfaction.

Our OTIF levels between 2020 and the ﬁrst

quarter of 2025 fell below historic levels

and we see a 20% upside opportunity to

reach industry best in class. Thanks to our

proactive measures, we are already seeing

encouraging signs of progress in our OTIF

performance, which has risen from 76%

last year to 83% by the end of 2025

Leveraging our footprint to increase

output

– For us, this means maximising

our operational efﬁciency through

several parallel measures, including

debottlenecking at critical plants, ﬁrst

and foremost at our St. Louis plant,

implementing preventive and predictive

maintenance strategies across all our

operations, improving batch efﬁciency

through process optimisation, and using

digital tools such as real-time monitoring

and analytics to help identify efﬁciencies

and optimise production

Customer-ﬁrst mindset

– We are investing

in our colleagues to nurture a culture that

embraces a customer-ﬁrst, growth-driven

mindset, where every employee, regardless

of their role, understands how they

contribute to our long-term success

Simpler, leaner Elementis

To deliver our growth agenda, it is imperative

that we become a simpler, leaner business.

The successful completion of our $30m in

aggregate cost savings programme over

the last two years, via our Fit for the Future

restructuring and supply chain improvement

programmes, has created a strong foundation

by which we can help shape Elementis to

become more agile and dynamic.

While we will continuously look to optimise

our cost base, for example through the

additional $10m in net savings announced in

July (of this amount, $6m was delivered in

2025 and the remainder will be delivered

in 2026), our focus is on building the right

mindset to succeed: reducing complexity,

improving responsiveness, and accelerating

execution. These principles are embedded

in how we work, and it is encouraging to see

their impact cascading across the

organisation.

New medium-term targets

Our new medium-term ambitions, which are

aligned with these priorities, are as follows:

Mid-single digit revenue growth through

the cycle

Adjusted operating proﬁt margin 23%+

Three-year operating cash conversion >90%

Return on capital employed

(excluding goodwill) >30%

Acquisition of Alchemy

In November 2025, we announced the

acquisition of UK-based Alchemy for an

enterprise value of $22m on a cash-free,

debt-free basis.

Alchemy develops innovative, high-quality,

sustainable rheology modiﬁers for the

personal care industry. Its products are natural

functional ingredients that fully or partially

replace synthetic raw materials in cosmetic

formulations. Alchemy’s key technologies

revolve predominantly around oil gelling

(with the Sucragel

and Sapogel

families

of products) and water gelling (Clearthix

and Sclerothix

Alchemy brings exciting new products and

technologies that are complementary to our

portfolio, further enhancing our expertise in

formulation solutions and rheology, and

which are highly synergistic with our hectorite

products. These will help to create new

sensory proﬁles and textures to enhance

the Group’s Cosmetics and Skin Care product

range. Elementis will enable Alchemy to

build on its success by leveraging its

global sales and distribution network

alongside its complementary technology

and application knowledge.

Strategic sale of pharmaceutical

manufacturing business

On 3 March 2026, we reached an agreement

to sell our pharmaceutical manufacturing

business, which makes antacids and

excipients to Associated British Foods (“ABF”),

for an enterprise value of c. €34m (equivalent

to c. $40m). For the year ended 31 December

2025, the business contributed c. $35m to

Group revenue.

The transaction is subject to customary

closing conditions and regulatory approvals

and is expected to complete in Q2 2026. The

strategic divestment is in line with our strategic

priorities and focus on the Personal Care and

Coatings markets. The transaction will lower

the Group’s capital intensity and is expected to

lead to an uplift to our Personal Care and

Group adjusted operating margins. Following

closing, we expect to return the net cash

proceeds to shareholders.

Innovating sustainably at the

core of our strategy

At Elementis, innovation and sustainability

go hand in hand. Our sustainability priorities

cover three areas: the environment, people

and responsible business. All three

components are critical to the delivery

of our strategy.

Starting with the environment, our recently

validated science-based target (“SBT”) for

greenhouse gas (“GHG”) reductions from the

Science Based Targets initiative (“SBTi”) in

March 2025 was a major milestone, and we

made good progress in our ﬁrst year. The

expansion of low-carbon electricity across all

our US manufacturing sites, the installation of

rooftop solar panels in Anji, China, and energy

efﬁciency initiatives such as the upgrading of

heat exchangers in Livingston, UK, and in Anji,

China, are all evidence of this.

We will augment

organic growth with

targeted bolt-on

acquisitions that are

in our sweet spot.”

Elementis plc

Annual Report and Accounts 2025

Looking further ahead, we are working closely

with our customers to reduce our collective

environmental impacts and take advantage

of sustainability-driven changes in the wider

economy to move towards a more circular

economy and our Net Zero by 2050 ambitions.

Whether we are reformulating legacy products

or developing new products, our aim is to

increase the percentage of revenue from

products that contain at least 50% of natural

or naturally-derived content to above 60%

by 2027.

Examples of such innovation include our

RHEOLATE

biobased Non-ionic Synthetic

Associative Thickener (“NiSAT”) additives,

which are used in premium decorative paints,

and which have over 90% biobased content

and more effective rheological properties than

our previous-generation petrochemical-based

NiSATs. In Personal Care, in our AP Active

business, we launched DEOLUXE™ SC.

This is a biodegradable antiperspirant

and deodorant active. This new product

addresses a key challenge in non-metal-based

high-performance sweat control, featuring

strong and clinically proven sweat reduction.

We also launched NATURALUXE

MFF as

a biodegradable ﬁlm former and emollient

for sunscreens. It is a biobased polymer that

has good ﬁlm-forming properties, good UV

ﬁlter compatibility, and improved water

resistance. These help with more uniform

coverage, build consumer trust in the

sunscreen’s durability on the skin, and apply

to all types of sunscreen applications.

Turning to People. Our employees play

a pivotal role in bringing our purpose to life –

delivering unique chemistry and sustainable

solutions. We measure the satisfaction levels

of our employees using the Gallup survey.

I am pleased to share that, despite a period

of signiﬁcant change in the organisation,

we improved on our mean score by 0.13

to 4.04 out of 5.00. Our goal is to continuously

improve year on year, with clear engagement

goals set annually. We are currently at the

62nd percentile globally and remain

committed to making meaningful progress,

recognising that long-term improvement

depends on sustained focus, collective effort

and collaboration

In January 2026, we were pleased to have

been awarded Bronze in the Chemicals sector

at Britain’s Most Admired Companies awards,

the UK’s longest-running independent

peer-review study of corporate reputation,

run by Echo Research in partnership with

the London Stock Exchange.

On Safety, we are committed to becoming a

zero-injury business and we continue to invest

in building a strong, proactive safety culture.

This includes strengthening competencies,

embedding risk-based decision-making,

and implementing global Health, Safety and

Environment (“HSE”) and process safety

standards across our operations.

This year, I am pleased to report that we

have achieved our ﬁrst zero lost time accident

year since 2019 – a signiﬁcant milestone

and a positive reflection of the efforts across

our teams. Regrettably though, we had

four recordable injuries during the year,

compared with two last year. While these were

all non-serious in nature, our commitment is

clear: no incident is acceptable. In response,

we signiﬁcantly increased our audits,

inspections, and stop-work reporting, more

than doubling these activities across our sites.

This strengthened safe behaviours, enhanced

accident-prevention practices, and enabled

us to identify improvement opportunities

through a more risk-based approach.

On Diversity, Equity and Inclusion (“DE&I”),

we continue to make good progress. Of note,

I am pleased to share that we maintained

the number of female colleagues in senior

positions at 42% and our ethnic diversity

in the US was also unchanged at 29%.

Finally, on being a Responsible Business,

we are continuing to invest in key areas

such as cyber security, ethics training

and responsible sourcing.

Outlook

While the demand environment for coatings

remains soft and the geopolitical backdrop

remains uncertain, our repositioning as a

pure-play specialty chemicals business and

operational momentum give us conﬁdence as

we enter 2026 and deliver another year of

progress.

Our priorities for the year ahead are to:

Accelerate the pace and quality of

innovation, with a focus towards

sustainable products, to strengthen

our leadership positions in rheology

and formulation solutions

Expand direct customer account

coverage to deepen relationships

and deliver superior service

Drive greater simplicity and efﬁciency

across our operations to enhance agility

Advance our sustainability agenda by

designing more sustainable products,

reducing GHG emissions and energy

intensity while maintaining a strong safety

work ethic

Deliver attractive returns to shareholders by

effectively balancing our capital allocation

priorities to generate maximum value

Luc van Ravenstein

Chief Executive Ofﬁcer

Reaching our ﬁrst

zero lost time accidents

since 2019 matters,

yet our work to

improve continues.”

Elementis plc

Annual Report and Accounts 2025

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Strategy

A clear strategy to drive the next phase of growth.

Elevate

Elementis

Elementis plc

Annual Report and Accounts 2025

We are recognised as

a leader in rheology and

in formulation solutions.

We also own one of

the largest commercial

high-grade hectorite

mines in the world, whose

premium rheological

qualities in combination

with our formulation

expertise leads to superior

performance across a wide

range of industrial sectors.

Together, these are our

winning differentiators.

Our unique product portfolio enables

us to deliver sustainable solutions and

demonstrate our commitment to responsible

business. Our long‑standing global customer

relationships and broad manufacturing

footprint provide the flexibility and resilience

that underpin our performance. With healthy

margins and strong cash generation, we are

well positioned to seize new opportunities.

Following the Talc divestment in May 2025,

we accelerated the delivery of our 2023

CMD targets – achieving adjusted operating

proﬁt of 19%+, three‑year cash conversion

above 90%, and return on capital employed

(“ROCE”) (excluding goodwill) above 20%

by 2026.

With the transformation of the Company

into a premium specialty chemicals player

complete, in July 2025 we announced our

new strategy to ‘Elevate Elementis’ that

builds on our strengths to deliver signiﬁcant

value creation potential for all stakeholders,

while addressing challenges that have held

back our performance.

First, we have an opportunity to accelerate

top‑line growth without the distractions of the

Talc business. Second, we need to enhance

our service delivery and reliability levels

to win new business faster. And, ﬁnally,

we must simplify and streamline the way

we work, to increase our operational

efﬁciency and agility.

From our position of strength and

recognising these challenges, our ‘Elevate

Elementis’ strategy is underpinned by three

priorities that will drive consistent growth

and attractive returns for shareholders.

Elevate Elementis

Three strategic priorities:

Accelerate

Sustainable Growth

First Choice

for Customers

Simpler, Leaner

Elementis

Adjusted

operating margin

21.2%

2024: 19.7%

Operating

cash conversion

83%

2024: 103%

ROCE (excluding

goodwill)

30%

2024: 29%

Elementis plc

Annual Report and Accounts 2025

Strategic

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Corporate

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Accelerate

Sustainable

Growth

We are focused on delivering

sustainable growth by

leveraging our core strengths

in hectorite, rheology,

and formulation solutions.

For us this means more

than delivering long-term

ﬁnancial returns – it’s about

doing so responsibly,

with a clear commitment

to our Environmental,

Social and Governance

(“ESG”) ambitions, including

achieving net zero by 2050,

being a trusted partner of

choice for our customers

and being a great place to

work for our colleagues.

Hectorite

What is hectorite?

Hectorite is a high‑purity clay mineral rich in

magnesium and lithium, known for its ability

to control viscosity, stabilise formulations,

and deliver smooth, consistent textures.

How it is formed

It forms when volcanic ash reacts with

lithium‑rich water underground – a rare

natural process that makes hectorite one

of the few clays with lithium content,

which gives hectorite its superior

rheological properties.

What makes it different

to other clays

Unlike conventional clays, hectorite is

naturally functional. Its particle shape,

consistency, and stability – especially in

water‑based systems – make it ideal for

clean‑label, high‑performance formulations.

Unlocking its full potential

While hectorite itself has special rheological

properties, its real value comes from

how it is modiﬁed and activated for use in

formulations, which is where our expertise

comes in. This process enhances its

performance and enables tailored natural

solutions to be made across a range of

applications. We currently use hectorite‑

based blends across our portfolio of

products including skin care, colour

cosmetics, paints, adhesives and sealants, oil

and gas drilling stimulation fluids, pesticides

and in antiperspirant active suspension.

Key beneﬁts

Thickening and stabilisation:

Forms stable gels and suspensions

Shear-thinning:

Enables smooth,

controlled flow

Electrochemical stability:

Performs well in ionic systems

In relation to hectorite, we aim to build

on our track record and are targeting

double-digit revenue

growth over the

medium‑term. We will do this by:

Increasing market penetration in

Personal Care and Coatings by

addressing key formulation

challenges such as replacing

undesired synthetic products

Moving forward in the value

chain, for example by creating

pre‑formulated blends that give

our customers more formulation

flexibility and attract a higher margin

Entering new and adjacent markets

such as ﬁre retardants and

construction as well as in

polyfluroalkyl substances (“PFAS”)

(forever chemicals) removal in

waste water

Reserves life

>50 years

Share of

Group revenue

c. 30%

Strategy continued

Elementis plc

Annual Report and Accounts 2025

Accelerate

Sustainable Growth

continued

Rheology

Understanding rheology

Rheology is the study of how materials flow

and deform under stress. It helps formulators

understand and control the viscosity, texture,

and stability of liquids, gels, and semi‑solids

– critical for product performance across

several industries.

Why rheology matters

Rheology determines how a product

behaves during manufacturing, storage,

and application. It affects everything from

spreadability in cosmetics to sag resistance

in paints, making it essential for quality,

efﬁciency, and user experience.

Types of rheology

Shear-thinning:

Viscosity (or thickness)

decreases with applied force

(e.g. lotions, paints)

Shear-thickening:

Viscosity

(or thickness) increases with force

(e.g. protective coatings)

Thixotropic:

Time‑dependent viscosity

(or thickness) recovery after force

(e.g. gels)

Viscoelastic:

Materials that exhibit both

fluid and solid characteristics

Global market split of rheology

by technology

Organic rheology modiﬁers

(c. 75% of global rheology market):

–

Derived from natural or synthetic polymers

–

Widely used in paints, coatings, cosmetics,

personal care and food

–

Favoured for their environmental

compatibility and performance in

water‑based systems

Inorganic rheology modiﬁers

(c. 25% of global rheology market):

–

Mineral‑based (e.g. clays, silicas)

–

Common in personal care, drilling fluids,

construction materials and lubricants

–

Known for thickness, suspension,

and thermal stability

Global market split of rheology

by sector

Other new and adjacent rheology markets

e.g. agro Chemicals, plastics, HI&I

Current rheology market

for Personal Care and Coatings

$4bn

$8bn

Global rheology market

growth potential

Forecast Growth (2024-2033):

Compound annual growth rate of

3.3%

The rheology modiﬁer market is undergoing

signiﬁcant transformation due to

technological innovation, sustainability

focus and increasing application versatility.

Growth is driven by rising demand

in paints and coatings, personal care,

pharmaceuticals, and oil and gas, with

increasing preference for biobased and

water‑based formulations.

We are recognised as a global expert

in rheology, particularly in clay‑based

rheology modiﬁcation and organic

thickeners. We have deep technical

knowledge and have a reputation for

long‑standing innovation in personal

care and coatings applications.

Our aim in rheology, which makes

approximately 60% of Group revenue,

is to build on our existing share of the

$4bn personal care and coatings

market, as well as to enter new and

adjacent markets with an addressable

size of $4bn.

We will do this by:

Increasing the penetration of

hectorite in our innovation pipeline

across our portfolio of applications

and determining new use cases

such as in adhesives and sealants

Leveraging our global footprint that

includes 12 manufacturing plants

and 8 R&D labs across four

continents. This gives us customer

intimacy and ability to deliver

innovative products that resonate

with their end consumers. Our

footprint also helps us to optimise

the flow of raw materials and ﬁnished

goods, to help lower our costs and

manage the ﬁnancial impact of

changes to the tariff environment

Building on our leadership position

in rheology through selective

bolt‑ons, such as the acquisition

of Alchemy, that are aligned with

our ﬁnancial and sustainability

objectives and which we have the

ability to scale up using our existing

infrastructure and capabilities

Elementis plc

Annual Report and Accounts 2025

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Accelerate

Sustainable Growth

continued

Formulation solutions

What it means

Formulation solutions refers to the expertise

and technologies used to help customers

create high‑performing, stable, and efﬁcient

products. For a specialty additives business

such as Elementis, this means going beyond

selling ingredients – it’s about partnering with

customers to solve formulation challenges

and optimise product performance.

The role of additives in a

customer’s formulation

Additives are a small but critical part of any

formulation. They control key properties

such as viscosity, texture, stability and

sensory feel, often determining whether

a product performs as intended. Without the

right additive, even the best formulations

can fail.

Why rheology expertise matters

Rheology is central to formulation success.

Elementis stands out for its deep rheological

expertise, especially in personal care and

coatings, enabling it to tailor solutions that

meet complex performance needs and

evolving consumer expectations.

Market size and growth potential

The global formulation additives market is

projected to grow from $11bn in 2024

to $16bn by 2032, driven by demand in

personal care and coatings. Growth is

fuelled by trends in clean‑label, biobased,

and customised formulations.

Our competitive edge

Elementis is uniquely positioned to grow

its share of the formulation solutions

market with:

Proven leadership in rheology and

formulation solutions

Exclusive access to high‑grade hectorite,

a naturally functional organoclay

A growing portfolio of natural and

multi‑functional additives

Routes to market

Approximately two‑thirds of our Group

revenue is generated directly with our

B2B customers, with the balance through

our broad distribution network.

Selling directly to customers allows for

closer collaboration, faster innovation, and

higher margins. It strengthens customer

intimacy and enables tailored solutions that

distributors may not be equipped to deliver.

Distributors help to expand our reach,

especially to independent customers

such as fast‑growth Indie brands, and in

markets where we don’t have a physical

presence. In addition, distributors can

offer technical support, regulatory expertise,

and logistics capabilities.

Growth strategy for Elementis

To enable growth across our

formulation portfolio, we will be using

three key levers:

We are increasing our investment

in innovation, with

R&D spend

rising from ~2% to ~3% of

revenue

, and a target to grow

innovation-related revenue to

20%

over the medium term

We are also enhancing customer

intimacy by expanding direct

account coverage and establishing

new warehouses and technical

support labs in Southeast Asia

and India

To complement our organic‑led

innovation growth, we will

selectively pursue bolt-on M&A

opportunities

that complement

our portfolio and capabilities, while

maintaining balance sheet strength

and ﬁnancial discipline

Over time, we expect an increasing

proportion of our product portfolio

mix to be derived from natural or

naturally‑derived ingredients.

Innovation Revenue

16.4%

2024: 14.4%

Innovation sales (medium term)

20%

16.4%

Today

Medium-term

Strategy continued

Elementis plc

Annual Report and Accounts 2025

CASE STUDY

Formulation in action

Our continued focus on innovation

and collaboration led to a

successful partnership with

a global skin care leader, to

develop a high‑performance

sunscreen that combines strong

sun protection with a luxurious,

non‑greasy feel. At the heart of

this achievement was BENTONE

HYDROCLAY™ 2101.

Solving a known challenge

with proven performance

Creating a sunscreen that delivers

both high sun protection factor

efﬁcacy and a premium sensory

experience is a well‑known

formulation challenge in skin care.

The high concentration of UV

ﬁlters required for effective

protection often results in

formulations that are thick or

sticky, or that leave a white cast,

compromising consumer comfort

and satisfaction.

BENTONE HYDROCLAY™ 2101,

a natural rheology modiﬁer

aligned with our customer’s

sustainability standards, proved to

be a game changer. It transformed

the texture and spreadability of

the formulation and delivered a

skin feel unmatched by any other

natural raw material the customer

had previously tested.

A milestone for Elementis

The project marked a major

milestone for Elementis: being

the ﬁrst time our raw material

has been included in our

customer’s product outside

of the deodorant category.

Hectorite is even labelled clearly

at the back of the bottle providing

industry‑wide visibility.

Cross-functional

collaboration driving

customer success

The success of this project was

driven by strong cross‑functional

collaboration. Our Sales team

identiﬁed the opportunity, our

Technical Service team provided

deep product expertise and

addressed highly speciﬁc

formulation questions, and our

Product Stewardship team

ensured that safety and

compliance requirements

were met.

Accelerate

Sustainable Growth

continued

Elementis plc

Annual Report and Accounts 2025

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First Choice

for Customers

We are committed

to becoming the ﬁrst

choice for customers by

delivering best-in-class

service and reliability

on a sustainable basis.

We have identiﬁed three

focus areas to help us

achieve this priority.

On-Time, In-Full improvement

OTIF is a key performance metric that

measures how reliably we deliver products

to customers. It covers two aspects:

i) On‑Time means the delivery arrives

when the customer expects it and ii)

In‑Full means the delivery includes

everything the customer is expecting

from their order

Customers rely on timely and complete

deliveries to keep their operations running

smoothly. A higher OTIF is therefore

indicative of a more reliable supplier and

leads to greater customer satisfaction

Our OTIF levels have fallen c. 20% below

industry best‑in‑class levels over the last

few years due to several issues including

bottlenecking at critical plants, ﬁrst

and foremost at St. Louis (US). To help

address this, a Group‑wide programme

is being rolled out to help improve OTIF

performance across all our sites. This

includes ensuring we have the right

people and expertise to run our operations

and that we incorporate best practice

learnings from our other manufacturing

sites such as Livingston (UK)

Through our proactive measures, we are

already seeing encouraging signs of

improvement in our OTIF performance,

which has risen from 76% last year to

83% by the end of 2025

Leveraging our footprint to

increase output

Starting with our US plant at St. Louis,

we have identiﬁed opportunities to

reduce downtime and increase output,

both critical to improving customer

satisfaction levels

We are implementing preventive and

predictive maintenance strategies that

keep equipment running reliably and

reduce backlogs

We are aiming to improve batch efﬁciency

through process optimisation and

formulation reﬁnement that can increase

throughput without requiring additional

capital investment

We are looking at ways to use digital tools

such as real‑time monitoring and analytics

to help identify inefﬁciencies, while

AI‑driven simulations can help optimise

production scenarios. Equally important

is aligning commercial and operational

teams to ensure that the product mix

matches plant capabilities and market

demand, prioritising high‑margin or

high‑demand products

Since H1 25, we have achieved a 20%

improvement in the manufacturing

reliability at St. Louis; a great result

but there is much more to do

Customer ﬁrst

Putting the customer ﬁrst is essential to

us building a successful and resilient

business. This is why we are investing in

our colleagues to nurture a culture that

embraces a customer‑ﬁrst mindset, where

every employee – regardless of their role

– understands how they contribute to our

long‑term success

CASE STUDY

High-Value,

Customer-Led Innovation

BENTONE® LUXE XO, our 99%

naturally derived emulsifying gel,

continues to drive strong demand

by its ability to simplify complex

formulation needs and enable high

performance products. By helping

brands achieve better texture,

stability, and sensorial quality in

a single, sustainable ingredient,

it reinforces Elementis’ position as

a partner of choice for customers

seeking value‑adding solutions.

Enhancing service levels

TIF

+20

Industry

best-in-class

Today

Output gain

Improve capacity utilisation at key site

t. Louis opportunity

+30

Debottlenecked

Today

Strategy continued

Elementis plc

Annual Report and Accounts 2025

Simpler, Leaner

Elementis

We are focused on building

a simpler, leaner Elementis.

To us this means driving

greater agility, faster

execution, and improved

responsiveness

, positioning

Elementis to scale efﬁciently

and deliver enhanced value

to our customers.

As part of our simpliﬁcation programme,

having successfully delivered $30m in

aggregate savings in 2024 and 2025

from the completion of our Fit for the Future

restructuring programme and supply chain

improvements, we announced a further

$10m in additional savings by 2026, net of

increased R&D investment. These savings

will be achieved through reduced overheads,

and improvements in supply chain and

procurement processes.

By the end of 2025, we successfully delivered

$6m of this through overhead and central

cost savings and are on track to deliver

the remainder this year.

Medium-Term Ambitions

Aligned with these priorities, our medium-term

ﬁnancial ambitions are:

Adjusted operating

proﬁt margin

23%+

Three-year operating

cash conversion

>90%

ROCE (excluding goodwill)

>30%

Mid-single digit

revenue growth

through the cycle

Through disciplined execution, we will create

lasting value for customers, employees,

and shareholders – elevating Elementis

to the next level.

As we become a leaner

organisation, our strength

doesn’t just hold, it grows.

With sharper focus, greater

agility, and clearer priorities,

we accelerate our impact

and reinforce what matters

most: being the partner our

customers choose above

all others.”

Valerio Cittadini

Director Coatings EMEIA

Elevate Elementis

Three strategic

priorities:

Accelerate

Sustainable Growth

First Choice

for Customers

Simpler, Leaner

Elementis

Manufacturing sites

R&D centres

Elementis plc

Annual Report and Accounts 2025

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Q: Looking back on your ﬁrst year

leading Elementis, which

moments have stood out

for you?

It’s been an incredible year. Leading

Elementis is a privilege, and I’m grateful for

the trust the Board has placed in me. There

have been many highlights, but two moments

really stand out: completing the sale of the

Talc business and launching our Elevate

Elementis strategy. Those weren’t just

milestones – they were deﬁning moments

that set the stage for what this company

can achieve in the future. They show the

potential we have when we focus and move

forward together.

Q: In what way is the new

‘Elevate Elementis’ strategy

distinct from the business’

previous approach?

Our new strategy builds on our strong

foundations and the substantial progress

we have made over the last few years. The

clearest evidence of this being the early

delivery of our 2026 ﬁnancial targets which

we set out in November 2023, accelerated by

the sale of the Talc business in May 2025.

While these accomplishments contributed to

a re-rating of our stock, we acknowledge that

our performance has been held back due to

slower top-line growth, underinvestment in

R&D, the distractions of managing and

subsequently divesting the Talc business,

and operational challenges at our

manufacturing plant at St. Louis, US,

that have affected service levels.

Recognising these realities from a position

of strength, we launched ‘Elevate Elementis’

– a strategy focused on three clear priorities

designed to drive consistent growth, both top

and bottom line, and deliver superior returns

for our shareholders. It means focusing

relentlessly on what makes us distinctive

– our hectorite, our rheology and formulation

expertise; moving faster and acting with

greater agility; elevating customer service;

and building a workplace where people are

proud to belong.

Q&A with Luc van Ravenstein, Chief Executive Ofﬁcer

Leading Elementis is a

privilege and I’m inspired to

move forward together with

our people and customers.”

Luc van Ravenstein

Chief Executive Ofﬁcer

Q&A

East Windsor, US

Elementis plc

Annual Report and Accounts 2025

Q: There’s been a lot of

excitement recently around

hectorite and its potential,

although it’s been part

of Elementis for several years.

What makes this asset so

special and why is this now

getting so much attention?

Hectorite is a naturally occurring clay mineral

that formed through geological processes

over millions of years.

It forms when volcanic ash reacts with

lithium-rich water underground – an

exceptional natural process that makes

hectorite one of the few clays with lithium

content, which gives hectorite its special

rheological properties.

Hectorite has been a principal driver of our

Personal Care business for several years.

As we’ve developed our understanding of

hectorite and its rheological capabilities,

we’ve also discovered new applications to

which its chemistry can be applied, such

as in water-based systems, where it provides

thickening, suspension and stability to

lotions and creams, and in oil-based systems

delivering viscosity control, anti-settling,

and thixotropy for products such as lubricants

and cosmetics.

Our hectorite-based portfolio has grown

strongly over the last few years and we

expect to deliver double-digit revenue

growth over the medium term.

Q: Are you able to share how

the success of the ‘Elevate

Elementis’ strategy will

be measured?

We will measure the success of our strategy

through clear medium-term targets: delivering

mid-single-digit revenue growth through the

cycle, achieving an adjusted operating margin

of 23% or more, maintaining three-year

operating cash conversion above 90%, and

generating a ROCE (excluding goodwill)

of over 30%. These ﬁnancial ambitions are

underpinned by a series of parallel initiatives

that will accelerate sustainable growth and

create signiﬁcant shareholder optionality.

Q: Elementis has a leading

position in the rheology

and formulation solutions

markets. How will you

defend that position from

new market entrants?

Our leadership position in rheology and

formulation solutions is built on deep

technical expertise, and decades of

innovation and long-standing customer

relationships, that few can replicate.

We also own one of the largest known

commercial high-grade hectorite mines in

the world, a premium rheology modiﬁer.

To strengthen this position, we’re focused on

three things: ﬁrst, accelerating the pace and

quality of sustainable-led innovation through

both organic growth and targeted bolt-on

acquisitions in existing and new markets;

second, leveraging our global footprint to

develop more direct customer intimacy

that will enable us to deliver differentiated

value-add solutions faster; and third,

continuously improving service reliability

and operational agility. These actions ensure

we not only protect our position but extend it

in ways that create lasting value for customers

and shareholders.

Q: It’s been a difﬁcult market for

Chemicals for several years,

what makes you conﬁdent

that you can deliver on your

ambitious growth plans

and targets?

While some of the end markets we

serve – such as coatings – continue to

experience slower demand, our position

as a specialty chemicals business gives

us a unique advantage.

Our ingredients typically represent a small

proportion of a customer’s formulation,

which means we can create signiﬁcant value

without being constrained by overall volume

trends. Even in a weak volume environment

in 2025, we delivered price increases across

our product range, underscoring the value

we bring.

In combination with our global manufacturing

footprint and lean operating model, we are

well positioned to innovate faster and deepen

customer intimacy. We’re focused on creating

differentiated and sustainable solutions –

whether that’s expanding hectorite

penetration in the portfolio, broadening our

water-based and powder coatings range,

creating pre-formulated blends that help

lower our cost and give our customers

more formulation flexibility. These actions,

together with our strong foundations, give us

conﬁdence that we can build on our success

and deliver sustainable growth and attractive

returns over the medium term.

Our rheology

leadership is built on

expertise, innovation

and trust.”

Elementis plc

Annual Report and Accounts 2025

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Q&A with Luc van Ravenstein, Chief Executive Ofﬁcer continued

Q: In the context of increasing

R&D spend, how do you think

about innovation at Elementis

– and how do you ensure new

products will add value to the

business, rather than erode it?

At Elementis, we view innovation as a key

differentiator that creates sustainable value

for our customers.

We focus on two types of innovation:

Product lifeline innovation

that extends

the life of existing products by adding

new beneﬁts – such as more natural

ingredients, improved efﬁcacy, or

enhanced sensory attributes. These

upgrades often command higher margins

and strengthen customer loyalty

Breakthrough technologies

that have

the potential to open new markets

and revenue streams. For example,

DEOLUXE™ SC, a non-metal sweat

reduction active, and NATURALUXE™

MFF, a biodegradable ﬁlm former and

emollient for sunscreens, position us

at the forefront of consumer trends and

regulatory shifts

This balanced approach – extending product

life while introducing category-deﬁning

technologies – ensures our R&D spend drives

proﬁtable growth and reinforces Elementis’

leadership in specialty chemicals.

Q: This has been another year

of signiﬁcant change at

Elementis. How are

employees adjusting?

This has indeed been a year of signiﬁcant

change for Elementis, and I’m proud to

say our employees have responded with

resilience and commitment. Our success is

a direct result of the dedication of colleagues

across all our locations. I am truly humbled by

their unwavering support over the past few

years as we completed the Fit for the Future

restructuring programme and launched our

new strategy.

That strategy is designed to create a simpler,

leaner, and more agile business – one that

is poised to accelerate growth. Change is

never easy, but our teams have embraced it

because they see the long-term beneﬁts:

clearer priorities, faster decision-making,

and a stronger platform for innovation and

customer focus. Their adaptability and

engagement give me conﬁdence that we are

well positioned to deliver on our ambitions.

Q: Environmental sustainability

is a more contested concept

in 2026 than it has been in

some time. How important is

becoming more sustainable

to Elementis?

For Elementis, sustainability is not a

box-ticking exercise – it’s a core part of

how we create value. We see it as both an

essential response to global challenges

and a signiﬁcant growth opportunity,

enabling us to deliver strong ﬁnancial

returns responsibly while supporting

our customers’ own ambitions.

Our priorities are clear: leverage our core

strengths to deliver beneﬁts for customers,

reduce environmental impacts – striving

to achieve net zero GHG emissions –

minimise resource use, and maintain

a safe, engaging workplace.

Importantly, sustainability is already

embedded in our portfolio: 59% of our

revenue comes from products containing

at least 50% natural or naturally-derived

content, and we expect this proportion

to grow. By combining innovation with

responsibility, we aim to lead in areas that

matter most to our customers and the planet.

Q: What are your capital allocation

priorities over the short to

medium term?

Our strong cash generation proﬁle gives us

the flexibility to both invest for growth and

deliver attractive returns to shareholders.

On growth, we expect to allocate around

3-4% of revenue to capital expenditure over

the medium term, with a focus on projects

that enhance productivity and support future

growth. In addition, we will continue to pursue

bolt-on acquisitions that complement our

portfolio and strengthen our market position.

With regards to shareholder returns, our

dividend policy targets a payout ratio of

around 30%. Beyond this, subject to the

investment needs of the business, we will look

to return excess capital to shareholders

through higher dividends and/or future share

buybacks, as demonstrated by the £40.0m

($53.8m) programme completed in 2025.

Finally, we will maintain a disciplined

approach to leverage, supported by a

combination of our revolving credit facility

and term loan arrangements. This balanced

capital allocation framework ensures we

can fund growth, reward shareholders,

and preserve ﬁnancial strength.

Elementis plc

Annual Report and Accounts 2025

Q: How large could you grow

revenues from your recent

acquisition of Alchemy and

should we expect more

bolt-on M&A in 2026?

Alchemy is a strong strategic ﬁt for Elementis

and generated $6.7m in revenue in 2025

with margins in line with our Personal Care

business. Its innovative technologies

complement our portfolio and enhance

our expertise in formulation and rheology,

creating new sensory proﬁles and textures

for cosmetics and skin care.

By leveraging our global sales and distribution

network, we aim to accelerate Alchemy’s

success. We will also continue to pursue

bolt-on acquisitions opportunistically that

meet our investment criteria and deliver

revenue synergies, while proactively

managing our portfolio to ensure every

business contributes to our growth and

returns objectives.

Q: Finally, what can we look

forward to from Elementis

in 2026?

Looking ahead to 2026, we are conﬁdent in

another year of progress and our priorities

are clear.

Innovation:

Accelerate the pace and

quality of new product innovation, with

a focus towards sustainable-led product

innovation to reinforce leadership in

rheology and formulation solutions

Customer focus:

Expand direct account

coverage to deepen relationships and

deliver superior service

Operational excellence:

Drive greater

simplicity and efﬁciency to enhance agility

Sustainability:

Advance our agenda by

designing more sustainable products,

reducing GHG emissions and energy

intensity while maintaining a strong safety

work ethic

Capital allocation:

Deliver attractive

returns to shareholders by effectively

balancing our capital allocation priorities

to generate maximum value

Luc van Ravenstein

Chief Executive Ofﬁcer

Our achievements

would not be possible

without our talented and

dedicated colleagues

– they are what make

Elementis truly special.”

We move forward

with purpose and

a commitment

to deliver.”

Elementis plc

Annual Report and Accounts 2025

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Engineering mixtures with precision using our smart science

Value proposition

We solve our customers’ formulation challenges

by developing additives that enhance the

performance of their end products.

Our focus is on the personal care and coatings

markets. Beyond this, there are other adjacent

markets that we will look to expand into,

in areas such as agro chemicals, plastics,

and household, industrial and institutional

cleaners (“HI&I”).

Our unparalleled technical expertise in

rheology (the science of how things flow

and deform), and formulation (the science

of mixing ingredients to achieve a speciﬁc

purpose), combined with our special hectorite

asset, position us at the forefront of our

markets, and enable us to deliver superior

outcomes for our customers.

Personal Care

Lipstick

Texture and pay-off:

We use rheology modiﬁers such

as hectorite-based organoclays to help control how

creamy or ﬁrm a lipstick feels, how easily it glides,

and how much it transfers to the lips

Stability and shine:

Our knowledge of rheology helps

our customers experience an even colour, while gloss

agents and ﬁlm formers (an invisible protective shield

that gives products their staying power, smoothness

and protective qualities) ensure long-lasting shine

without stickiness

Sensory experience:

The right rheological balance

gives consumers that luxurious, smooth application and

comfortable wear they expect from their lip products

Coatings

Paint

Application control:

Rheology ensures paint spreads

evenly, doesn’t drip, and levels out for a smooth ﬁnish.

It affects how paint behaves when using a brush,

roller or spray

Storage stability:

Expertise in formulation helps

prevent pigment settling and phase separation, while

rheology keeps the mixture consistent over time

Performance:

Whether it’s quick-drying wall paint or a

high-gloss automotive coating, the interplay of rheology

and formulation determines how well the product

adheres, resists sagging, and maintains its appearance

Our business model

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Elementis plc

Annual Report and Accounts 2025

We are a high-margin

business and we generate

strong free cash flow.

At the heart of our operational model

is a

partnership-led innovation

approach

– we collaborate closely

with our customers to develop additive

solutions that deliver real, measurable

beneﬁts to end consumers across

a range of personal and industrial

applications.

Whether it’s enhancing an existing

paint formulation that lacks the desired

thickness and flow, or improving the

spreadability and skin feel of a generic

skin care product, we tailor solutions

using our technical expertise to

ﬁne-tune texture, stability and

performance. Sometimes, the need

goes beyond ﬁne-tuning – such as

developing entirely new products like

CHARGUARD™ 1000 (an additive that

improves ﬁre resistance of cable wires)

and THIXATROL

5050W (an additive

used in waterborne metallic coatings for

the automotive sector) that can deliver

superior visual effects such as improved

gloss, opacity and the ‘flip-flop’ effect

(how the colour or brightness of a car

changes depending on how you view

it and how the light hits it).

Starting with Research

Customer intimacy and

market insight

We begin with deep collaboration

– immersing ourselves in our

customers’ needs and understanding

market trends. This intimacy allows

us to anticipate shifts in consumer

expectations, whether it’s the

evolving feel of skin care products

or the performance demands of

modern paints and adhesives

Innovation

Partnership-led

formulation expertise

This is a unique selling point for us.

Using decades of experience in

rheology and formulation science,

we co-develop solutions with our

customers to meet their speciﬁc

needs. We do this by applying our

deep technical know-how to deliver

real consumer beneﬁts. Ingredients

like hectorite, with its superior

rheological properties, play a key role

in unlocking premium performance

in the formulations we develop

Marketing

Creating interest

and driving feedback

Our global sales and marketing teams

bring innovations to life – sharing

samples, gathering feedback, and

reﬁning formulations based on

real-world insights. This loop of

engagement ensures our solutions

stay relevant and continue to evolve

R&D spend

% of revenue

c. 2%

New products

launched

Personal Care

Innovation

Revenue

22.2%

Coatings

Innovation

Revenue

13.4%

Revenue from

direct customers

67%

Revenue from

distributors

33%

Our expertise ensures that every formulation we touch is not only technically sound but also

consumer-centric

– delivering the right feel, ﬁnish,

and functionality. It’s chemistry with purpose, designed through collaboration and driven by insight.

How we make money

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Elementis plc

Annual Report and Accounts 2025

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Manufacturing

Scalable, cost-effective

production

With a globally optimised

manufacturing footprint across four

continents, we ensure our innovations

can be delivered at scale – efﬁciently

and cost-effectively – without

compromising quality or performance

Sales

Delivering growth

Ultimately, our approach drives top-line

growth for us and our customers by

turning technical excellence into

market-ready products that resonate

with end consumers

Our products are largely negotiated on

a bespoke contract basis, which gives us

pricing flexibility, although some of our

contracts are sold under long-term

agreements. Our sales and marketing

spend (approximately 4% of revenue)

drive growth and customer visibility,

and R&D (approximately 2% of revenue)

helps drive innovation

By operating a local-for-local model,

we reduce operational expenses and

improve responsiveness to customer

needs. Additionally, being vertically

backwards integrated through key

resources like hectorite, combined with

our rheology and formulation expertise,

gives us enhanced pricing optionality

We work with direct customers

(approximately two-thirds of our

total revenue) and via distributors

(approximately one-third of our total

revenue) to sell our generic and

custom-made formulations

Our formulations development

lead time can vary from 6 months

to 3 years, depending on our

customers’ requirements

Approximately 30% of our Group

revenue comes from hectorite-based

products, and approximately two-thirds

of our revenue is derived from rheology

Manufacturing

sites

Sales and

marketing spend

% of revenue

c. 4%

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Our business model continued

Elementis plc

Annual Report and Accounts 2025

How our structure

adds value

We are a global business with

manufacturing plants, R&D centres

of excellence and ofﬁces that span

four continents

We have a local sales, R&D and

distribution footprint across our key

regions: Americas, Europe and Asia

Our structure gives us flexibility and

enables us to develop deep relationships

with our customers

This guides our R&D investment

decisions and sales and distribution

efforts. It also enables us to continually

optimise supply chains to better manage

changes in the operating environment,

such as the impact of tariffs

We currently invest 2% of our revenue

in R&D and our aim is to increase

this to 3% over the medium term.

Our innovation focus is to move up the

innovation value chain to create new and

exciting formulations that can generate

high margins

Through our R&D efforts, we want to

increase revenue driven from innovation

to 20% over the medium term

How we allocate capital

We deploy capital in a responsible

manner

Our aim is to maximise return on

invested capital while maintaining

balance sheet strength and strategic

optionality. We do this through:

– Investment in organic growth

– R&D

– Technology

– Data

– Capacity investment

– People

– Bolt-on M&A

Targeted acquisitions of technologies

that deliver high returns and which

we can quickly scale up using our

global footprint

– Payment of ordinary dividends.

Our target payout ratio is

30%

– Returning excess capital to

shareholders via buyback or

additional dividends

In 2025, we returned

c.$54m

through our ﬁrst buyback programme

using the proceeds from the sale of

the Talc business

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Elementis plc

Annual Report and Accounts 2025

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Critical relationships and resources

Our business thrives on a network of essential relationships and resources that underpin every aspect of our operations. From trusted suppliers to strategic partnerships, each connection is

critical to our long-term success. Together, these elements enable us to deliver value, adapt to change, and maintain a competitive edge.

People

We employ c. 1,000 people

across our various locations,

with employee costs accounting

for approximately 15% of our

revenue. We aim to develop

their skills and promote a

collaborative high-performance

culture that rewards them on an

attractive basis while helping us

to drive sales and proﬁt growth

Raw materials

Access to high-quality,

consistent raw materials is

essential for delivering reliable

performance in specialty

formulations. Whether it’s

rheology modiﬁers or functional

polymers, the right inputs

determine the end product’s

texture, stability and efﬁcacy.

Our bespoke contracts, strategic

multi-sourcing set-up and

material innovation help us to

differentiate our offerings and

respond to evolving customer

and sustainability demands

Sites and infrastructure

Our robust manufacturing

infrastructure enables scale,

flexibility, and cost efﬁciency.

Infrastructure also supports

compliance, safety, and the

ability to adapt quickly in

dynamic markets

Capital

Our capital requirements are

met through our existing loan

and revolving credit facilities

Our balance sheet is in

a strong position and our aim

is to maintain our leverage ratio

of net debt to EBITDA over time

at around 1x

R&D

In 2025, we invested 2% of our

revenue into R&D

We have eight R&D centres

globally. Our innovation efforts

are driven by customers’ needs,

changes in market demand

and the regulatory environment.

Our focus is to move up

the value chain to create

differentiated sustainable

solutions for our customers

Supply chain and

procurement

As a specialty chemicals

business, having supply chain

excellence is a competitive

advantage. An agile, resilient

supply chain ensures timely

delivery of raw materials and

ﬁnished goods, minimising

disruptions and maintaining

customer trust

Strategic procurement helps us

to manage costs, secure critical

inputs, and build partnerships

with suppliers

Regulations

Compliance with global

and local regulations is non-

negotiable. Our regulatory

expertise ensures products are

safe, legal, and market-ready.

Proactive engagement with

evolving legislation also opens

doors to new markets and helps

reinforce our reputation for

responsibility and sustainability

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Our business model continued

Elementis plc

Annual Report and Accounts 2025

Our sustainable competitive advantages

Hectorite: a unique source

of value creation

We own a valuable high-grade hectorite

mine. Hectorite is a natural mineral that

delivers excellent rheology in both

water- and oil-based systems, making

it an attractive natural alternative to

synthetic materials

Approximately 40% of Personal Care

revenue and approximately 20% of

Coatings revenue comes from hectorite-

based products. We expect to achieve

double digit growth in our hectorite-

based revenue over the medium term

Customer-centric, with global reach

Our global footprint allows us to build

long-lasting relationships with our clients

and serve them in their local markets,

as well as serving large clients across

multiple locations

Our manufacturing footprint provides

flexibility and supply resilience.

We collaborate with our customers

to deliver value-added solutions

Innovation-led growth

We are known innovators, with

signiﬁcant technical expertise.

Leveraging our capabilities in

rheology, surface chemistry and

formulation, we focus on creating

solutions for our customers that deliver

product performance improvements,

efﬁciency gains and enhanced

sustainability credentials

We work in partnership with our

customers, providing technical

support and collaboration to develop

innovative products, tailored to their

needs and goals

Sustainable solutions

We are committed to improving the

impacts of our solutions through the

beneﬁts our products enable, and

lowering our own manufacturing and

supply chain footprints

We have a high natural and naturally-

derived material content in our product

portfolio. We work with suppliers and

customers to further increase our

use of biobased materials, both as

a direct replacement of fossil-derived

petrochemicals and by creating

new products

Many of our products already help

our customers and end-users to use

fewer resources and improve the impact

of their own products. 59% of our

revenue is derived from natural or

naturally-derived products

How we are evolving

The personal care and coatings markets

are constantly evolving, influenced by

three global trends that have affected

how we do business: the move towards

sustainability, shifting demographics,

and technological and digital

advancement (see pages 35-37 for

further details)

Consumers are demanding more from

the products they use, with an increasing

focus towards natural ingredients and

ethical sourcing, that have a low negative

impact on the environment, communities

and workers in the value chain.

Recognising this change, we have

adapted our R&D efforts towards

delivering new specialty chemicals that

have enhanced sustainability beneﬁts,

improved product performance and

lower operational costs

Shifts in demographics play a critical

role in how we think about the future

risks and opportunities affecting our

business. Whether this is related to the

expected growth in population in the

developing world, increased longevity

in the developed world, increased

urbanisation or accelerated migration,

we are continuously evolving. We have

expanded our capabilities in the

fast-growing Asian region, and we are

delivering more sustainable products

and increasing our relevance by

reducing speed to market

Technology progress is advancing

rapidly, and technologies are becoming

ever-more interconnected. Early

investment and adoption can signiﬁcantly

reduce operational costs while improving

overall returns on R&D, sales and

marketing spend. We have invested and

will continue to invest in improving our

IT infrastructure and data analytical

capabilities, including AI, to help improve

our R&D and marketing efforts while

enabling us to optimise our operational

processes and costs

CASE STUDY

An example of this is our

RHEOLATE

biobased NiSATs

range

in Coatings, which are

based on a waste stream from

sugarcane molasses production,

and hence provide additional

sustainability beneﬁts, without

compromising on performance.

Value proposition

How we make money

How our structure adds value

How we allocate capital

Critical relationships and resources

Our sustainable competitive advantages

How we are evolving

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Revenue

$224.5m

Hectorite

c. 40%

Operating

proﬁt

$72.8m

Operating

margin

32.4%

Highlights

Colour cosmetics

Growing demand for natural

products and skiniﬁcation

Launched two new hectorite

products, part of the

BENTONE

ULTIMATE series

Skin care

Natural solutions replacing

synthetic solutions

Successful BENTONE

HYDROCLAY™ rheology

modiﬁer range with hectorite

driving higher revenues

New ﬁlm former technology

launched, NATURALUXE™ MFF

Antiperspirants

Increasing demand for

non-metal-based AP Actives

Launched DEOLUXE™ SC,

a non-metal-based, biodegradable

sweat control antiperspirant

High-efﬁcacy AP actives up

12% and now representing

50% of AP Actives revenue

Highlights

Architectural coatings

Increased demand for

sustainable ingredients and

functional performance

Strong growth in powder and

biobased NiSATs

Launched RHEOLATE

HX 6030

for ultra-low VOC coatings

Planned launch of Colour

Viscous Stable Additives

Industrial coatings

Move to waterborne and

powder coatings in fast moving

auto OEM and marine and

protective markets

Launched THIXATROL

5050W for

waterborne automotive coatings

Hectorite opportunity to

replace PFAS-based materials

in powder coatings

Adhesives, sealants and

construction additives

Construction shifting towards

larger tile formats

Planned launch of

multi-functional hectorite-based

tile adhesive additives

Personal Care

Building on our strong track record

Business performance overview

Our sharpened focus and increased

agility will enable us to seize the

opportunities ahead with clarity,

discipline and renewed momentum.”

Stijn Dejonckheere

Chief Commercial Ofﬁcer

Elevating

our operations

Coatings

Moving from resilience to growth

Revenue by region

Asia

17%

Europe

38%

Americas

45%

Operating

proﬁt

$70.4m

Operating

margin

18.9%

Revenue

$373.0m

Hectorite

c. 20%

Revenue by region

Asia

27%

Europe

31%

Americas

42%

Elementis plc

Annual Report and Accounts 2025

In response to this, during the year, we

launched BENTONE

ULTIMATE ISD and

BENTONE

ULTIMATE LC, part of the

BENTONE

ULTIMATE series, an innovative,

patent-pending oil-based rheology technology.

Based on our industry-leading organically

modiﬁed hectorite clay, the new gel

technology utilises a 100% natural activation

system that gives manufacturers and

formulators more flexibility in their application

due to its efﬁcacy and stability beneﬁts.

In Skin Care, the biggest trend remains

sustainability. Replacing non-biodegradable

polymers with natural thickeners is driving

revenue in the BENTONE HYDROCLAY™

range. We also launched NATURALUXE™

MFF, our latest innovation in sun care at

In-Cosmetics Asia 2025, one of the leading

trade events in the Asia-Paciﬁc region. This

new multi-functional eco-friendly ﬁlm former

(essential for sunscreen formulations) forms

a thin, invisible layer on the skin to enhance

coverage and durability. In addition, as a

polymeric emollient, it provides long-lasting

wear and helps sunscreens to feel soft and

spread evenly on the skin.

Alchemy’s addition strengthens our Cosmetics

and Skin Care portfolio with high-margin,

high-growth technologies that create

a strong foundation for continued growth.

Lastly, in AP Actives, a signiﬁcant

highlight of the year was the launch of our

non-metal-based, biodegradable sweat

control antiperspirant and deodorant active,

DEOLUXE™ SC, at the In-Cosmetics Global

trade fair in Amsterdam, in April 2025. This

new product addresses a key challenge in

non-metal-based high-performance sweat

control, featuring strong and clinically proven

sweat reduction. Following the launch, several

large customers have placed orders for

sampling and testing purposes, and we expect

to commence commercial sales during the

second half of 2026.

Personal Care ﬁnancial performance

Personal Care revenue increased 3.3%

on a reported basis and was 2.4% up

on a constant currency basis to $224.5m

(2024: $217.4m), driven by improved pricing

and volumes beneﬁts that helped to offset

negative mix impacts in the year. Of this

amount, $0.5m related to the pro-rata

contribution from the acquisition of Alchemy,

which we completed in November 2025.

Revenues were higher across Europe, up 6%,

and Asia, up 1%, with Americas flat overall.

Adjusted operating proﬁt increased 18.2%

on a reported basis and 16.9% on a constant

currency basis to $72.8m (2024: $61.6m).

Growth was driven by higher pricing and cost

savings actions, including the closure of the

Middletown AP Actives plant. These actions

led to an improvement in adjusted operating

margin, which increased from 28.3% to 32.4%,

a 410 bps improvement.

Personal Care strategic progress

Our Personal Care business operates in

attractive growth markets globally. Our focus

is within Skin Care, Colour Cosmetics and

Antiperspirants Actives. Leveraging our

deep expertise in rheology and formulation

solutions, we develop high-value performance

additives for a range of customers that include

multinationals and distributors. We also

work closely with several fast-growing local

Indie brands.

Hectorite is a key ingredient for our personal

care formulations and is used in both its pure

and blended forms (alongside complementary

technologies such as emollients and

emulsiﬁers). This special product with its

superior sensorial and rheological beneﬁts

makes it ideal for developing new formulations

in Personal Care that can help our customers’

sunscreen give maximum UV protection

through an even application on the skin or

enable the ingredients in an antiperspirant

bottle to be suspended evenly to give

consistent coverage on the skin. Hectorite

penetration in the Personal Care portfolio is

currently c. 40% and we expect this to

continue to grow over the medium term.

During the year we introduced seven new

products, four of which were hectorite-based

products. We expanded our technology toolkit

and developed two highly customised

products, based on individual customer

speciﬁcations. Our partnership-led approach

to innovation is helping us gain momentum

with our customers and drive revenue growth.

Revenue from new and innovation products

increased to 22.2% (2024: 17.0%), and our

new business pipeline was $92m, compared

with $89m in the prior year.

In Cosmetics, we continue to see growing

demand for natural products and ‘skiniﬁcation’,

the practice of applying skin care principles to

the entire body.

CASE STUDY

Metal-free antiperspirant innovation

DEOLUXE™ SC represents a

breakthrough in antiperspirant

innovation, addressing growing

demand for effective, metal-free

sweat and odour protection. This

patent-pending active delivers

clinically proven sweat reduction

without metal salts, matching

traditional performance while

enabling brands to meet evolving

consumer expectations and

reinforcing Elementis’ leadership

in personal care innovation.

Personal Care

Our partnership-led

approach to innovation

continues to strengthen

and is driving revenue

growth.”

Stijn Dejonckheere

Chief Commercial Ofﬁcer

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

We are developing

new technologies

using hectorite and

our unique expertise.”

Stijn Dejonckheere

Chief Commercial Ofﬁcer

This next-generation thickener, which was

co-developed with a large customer, offers

good sag resistance, excellent flow and

levelling, and broad compatibility for a wide

range of water-based systems. In addition,

we have introduced the product more broadly

to the market, with strong growth potential

expected in the Americas. We are also seeing

potential opportunities emerging in other key

regions, including Southeast Asia and EMEA.

In Industrial Coatings, we launched

THIXATROL

5050W, our latest innovation

for waterborne automotive coatings. It delivers

superior metallic pigment alignment without

adding viscosity or compromising formulation

stability. With this 100% water-based additive,

formulators can achieve brilliant, even

ﬁnishes with fewer formulation steps and

less complexity.

Finally, in relation to our Energy business,

we launched BENAQUA

1101. This is one

of the ﬁrst water-based rheology solutions

that withstands the extreme demands of

high-temperature, high-pressure drilling – with

thermal stability proven up to 400°F (204°C).

During the year, we were pleased to announce

that our recently launched RHEOLATE

biobased NiSAT, featuring over 90% biobased

content (C14 measured), won the 2025

Coatings Industry Ringier Technology

Innovation Award. This prestigious recognition

is renowned for honouring signiﬁcant

technologies that set new benchmarks in the

coatings sector. The achievement highlights

our distinctive expertise and reafﬁrms our

ongoing commitment to delivering innovative

solutions to the paint and coatings industry.

Coatings ﬁnancial performance

In line with the broader market, Coatings

revenue was down 3.5% on a reported basis

and 4.3% down on a constant currency basis

respectively to $373.0m (2024: $386.4m),

due to weaker volume demand for industrial

and architectural coatings across all regions.

Our Energy business, which accounts for

c. 10% of total Coatings revenue, performed

strongly, with volumes, pricing and mix higher

than last year.

Adjusted operating proﬁt was down 10.2%

on a reported basis and was down 11.6%

on a constant currency basis to $70.4m

(2024: $78.4m), driven by self-help actions, as

well as improved pricing beneﬁts. The adjusted

operating margin was marginally down at 18.9%

compared with 20.3%, demonstrating the

quality and resilience of the business amid a

continued weak demand environment.

Coatings strategic progress

Our Coatings business operates across three

key markets: Industrial Coatings, Architectural

Coatings and Energy. Through our expertise

in rheology and formulation, we develop

high-value performance additives solutions

for a range of customers that include

multinationals and distributors. We also

work with established local businesses that

have a strong regional presence.

Within our portfolio, hectorite has become

an increasingly important ingredient in both

pure and blended forms. With its special

three-dimensional structure, this naturally-

derived mineral offers outstanding viscosity

control, formulation stability, and application

performance. Its ability to deliver smooth,

consistent flow and prevent settling makes

it ideal for a wide range of coating systems,

from providing a uniform ﬁnish in architectural

paints, to improving the workability and

durability of industrial coatings, adhesives and

sealants, and construction materials. Hectorite

is often used in combination with other

high-performance additives from our portfolio,

including organoclays, NiSATs, dispersants,

defoamers, organic thixotropes, and other

specialty additives to help formulators address

complex formulation challenges.

In 2025, we launched 12 new products

across our Coatings business, one of which

was hectorite-based. We expanded our

technology toolkit and developed two highly

customised products, based on individual

customer speciﬁcations. Revenue from new

and innovation products increased to 13.4%

(2024: 13.2%) and our new business pipeline

was $170m compared with $182m in the prior

year.

Following the launch of two RHEOLATE

biobased NiSATs last year, we launched

RHEOLATE

HX 6030 in 2025. This

high-efﬁciency NiSAT is made for

high-performance, ultra-low Volatile

Organic Compound (“VOC”) coatings

for architectural applications.

Coatings

CASE STUDY

Driving production efﬁciency in

sealants and coatings

THIXATROL

AS 8053 is an advanced

rheology modiﬁer that helps

customers improve efﬁciency and

resilience in sealants and coatings

manufacturing. By performing

effectively at lower processing

temperatures, it reduces energy

consumption, lowers operating costs

and simpliﬁes production, while

ensuring consistent product stability.

THIXATROL

AS 8053 demonstrates

how targeted innovation enables

customers to meet sustainability

objectives while protecting

performance and competitiveness.

Business performance overview continued

Elementis plc

Annual Report and Accounts 2025

Navigating a clear path

in uncertain times

We operate in a dynamic and

competitive environment, where

our strategy is shaped by the

evolving needs of our customers.

In this section, we explore three

megatrends – sustainability,

changing demographics, and

technology – that are reshaping

the personal care and coatings

markets. We also discuss how we

are responding to the risks and

opportunities these trends present,

ensuring we remain agile, relevant

and growth-focused.

How we are responding

Innovation focused on specialty

additives that deliver improved product

performance, lower operational

costs and enhanced sustainability

claims, e.g. low-temperature organic

thixotropes and powdered NiSATs

Identifying new applications for our

natural personal care ingredients,

bringing long-lasting and more

efﬁcacious beneﬁts from the

whole formulation

Setting challenging environmental

targets that help us to innovate

better solutions, such as our validated

SBT to reduce GHG emissions

Creating pre-formulated blends for

our customers to use that are simpler

to use, are more cost efﬁcient, reduce

development cycles and can help

reduce wastage

Investing in our capabilities to assess

risk and quantify impacts of our

supply chain, portfolio and products,

to better prioritise impactful actions

Continuing to improve product

veriﬁcation against leading

certiﬁcation standards such as

COSMOS and Ecolabel to highlight

the credentials of our products

What does this mean for our business

Consumers are becoming more

sustainability focused, demanding natural

products that have low negative impact

on the environment, communities and

workers in the value chain

It is increasingly important that companies

can support claimed product beneﬁts

with credible, science-based evidence

and standards such as product life cycle

analyses and other certiﬁcations

Increased desire for solutions that

contribute positively to the health and

wellbeing of society

Demand for solutions that increase

production yields and contribute towards

the circular economy

Pressure to understand and minimise

the social and environmental impact of

production from cradle-to-gate throughout

supply chains

Investors are increasingly taking ESG

factors into consideration as part of their

investment decisions

Corporate reporting regulations

are evolving to drive greater rigour

and transparency

Our opportunities

Leverage our naturally-derived products

and high-quality hectorite clay resource

to help customers use less material,

energy and water

Innovatively designed products to help

minimise pollution in downstream

applications

Progress decarbonisation across our

value chains

Growing sustainably is a core tenet of our

strategy and guides how we operate as

a business. There are wide, complex

planetary and societal impacts related

to how resources are used, which are

driving change across the socio-

economic system. We recognise the

important role we can play in helping

people and businesses transition to a

lower-carbon future. This includes

moving towards cleaner energy and

building a circular economy that beneﬁts

everyone. These issues are complex,

but they shape our priorities and drive

our commitment to sustainable growth.

CASE STUDY

Setting a new standard for

sustainable, high-performance

sun care

NATURALUXE™ MFF marks an

innovation milestone for Elementis,

introducing ﬁlm former technology

as a new platform within the portfolio.

Based on proprietary, patent-pending

chemistry, this biodegradable,

non-persistent solution enables

high-performance sun care

formulations that meet rising

expectations for efﬁcacy, skin

comfort and sustainability, reinforcing

Elementis’ ability to deliver

future-ready technologies.

Growth in natural and naturally-derived

rheology modiﬁers as a replacement to

synthetic alternatives

Improve manufacturing processes and

supply chain management resulting in

better outcomes for all stakeholders

Market trends and opportunities

Ambition to reach

Net Zero by

2050

Sustainability

Elementis plc

Annual Report and Accounts 2025

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Report

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Governance

Financial

Statements

Shareholder

Information

Market trends and opportunities continued

How we are responding

Expanding resources in Asia in new

and existing regions, generating more

insights into local market needs and

deepening innovation dialogue

Broadening our capabilities in China

and India, allowing us to make local

formulations and develop new products

that comply with local regulations

Leveraging our leading rheology position

and high-quality hectorite resource to

launch new natural rheology modiﬁers

for Personal Care and Coatings

Expanding our product portfolio to

include products that are suitable for

the ‘mass’ market and with reduced

speed to market

Launching new product solutions

with better durability, workability and

aesthetics for the decorative and

construction markets

What this means for our industry

Shifting consumer preferences and shorter

product life cycles means there is constant

need for innovation

Rising demand for personal care products

such as colour cosmetics and skin creams

Increasing demand for construction- and

infrastructure-related solutions

Rise of new ‘giant brands’ in emerging

markets, demanding quality products and

faster speed to market

Rapid growth of smaller ‘Indie brands’

that appeal to younger audiences

Increased demand for longer-lasting and

more technologically advanced products

Demand for products that make consumers’

lives easier and provide premium and

feel-good characteristics

Our opportunities

New geographic markets for consumer

and industrial products that require

premium performance additives

We have a strong local footprint across

sales, R&D and distribution in key regions

that enables us to serve customers globally

and provide supply chain resilience

Higher demand for additives that deliver

premium product performance

characteristics

Opportunities for natural or naturally-

derived ingredients (e.g. hectorite or

castor wax based)

Global population trends are changing

the way people consume products. The

UN expects nearly 10 billion people by

2050, with most growth in developing

regions due to longer lifespans,

urbanisation and migration. As

economies grow, more people are joining

the middle class and seeking better-

quality products. In developed markets,

older consumers with more spending

power are focusing on health,

sustainability, and products that

offer beneﬁts beyond functional use.

These shifts are creating long-term

opportunities and shaping demand in the

personal care and coatings industries.

CASE STUDY

Rethinking opacity for smarter,

more sustainable coatings

The Additive Opacity Toolbox demonstrates

how Elementis is helping the coatings

industry rethink opacity at a time when

performance, cost efﬁciency, and

sustainability must go hand in hand.

As rising costs and pressure to reduce the

environmental impact of titanium dioxide

(TiO

) challenge traditional formulations,

maintaining premium application and

ﬁlm quality has become more complex.

This modular set of pre-formulated

additives allows customers to combine

solutions to achieve targeted outcomes,

including improved hiding power,

optimised spread rate, and lower cost-in-

use. The result is measurable value: up to

one-coat hide, up to 15% lower TiO

usage, and a reduced carbon footprint,

delivered with consistent performance

across architectural coatings applications.

Demographics

Elementis plc

Annual Report and Accounts 2025

How we are responding

Investing in testing AI use cases

across different business areas such

as innovation and technical support to

enhance formulation solution as a

winning differentiator

Enhancing our data governance

framework as a key enabler for

AI adoption

Developing digital data management

capability to scale new products faster

Continuing to explore innovative

technologies and testing our products’

suitability for new applications

Better use of customer data to

analyse search behaviours and

product reviews, generating insights

on new trends in our target markets.

Ability to process data quickly and

accelerate innovation will lead to

a better customer proposition

New product information

management system, one centralised

repository for our product

information, offering a user-friendly

and intuitive interface for Elementis’

employees, partners and customers

Increased digital media outreach,

online customer education,

sophisticated formulation support

and close collaboration with

distribution partners

Increased Product Stewardship

and Regulatory Affairs efforts and

proactive positioning of technologies

that are natural and safe

Continuing to improve our automation

capability, enhancing both

productivity and safety in our plants

What this means for our industry

Ability to move fast and adapt the right

technology provides competitive advantage

A growing use of simulation and software is

required to generate smarter insights early

on and to develop products faster, more

efﬁciently and in a more sustainable manner

The shift to renewable energy technologies

and increased electriﬁcation requires

different materials with different

performance demands

Digitalisation, with generation of big data

and its interpretation using AI, will impact

consumers’ behavioural changes through

better access to information, improve

decision-making processes, and change

the way that different players interact

across value chains

Multi-channel approach to customer

engagement increases transparency

across the supply chain

Technological changes increase customer

need and willingness to reformulate, while

digital support for testing and trials can

speed up innovation projects

Virtual reality opens opportunities for

remote training and technical support

Our opportunities

Access to digitalised processes and

customer interface increases the speed,

flexibility and service level we can provide

to our customers

We can achieve safer and more efﬁcient

production technologies via manufacturing

automation and digitalised supply chain

Increased market penetration among Small

and Medium-sized Enterprises is boosting

creation of Indie brands on a global scale

Use of AI-driven tools to accelerate product

development and formulation solution

creation, enhance quality and predictive

maintenance processes

New technologies may open new value

pockets in fast-growing markets

Whilst better tools make it easier to process

more complex data sets, shared data sets

from greater collaboration across the value

chain will lead to improved outcomes and

higher customer satisfaction levels

Technology is evolving at pace, with

increasing interconnectivity driving

transformation across industries including

specialty chemicals.

Advances in computing power and

materials science are unlocking new

possibilities for product innovation,

process efﬁciency, and greater

personalisation. These technologies are

also enhancing customer experiences

– through richer data insights, smarter

engagement tracking, and automation of

low-value tasks. Today, the process of

developing customised solutions is both

virtual and digital, with cross-functional

teams collaborating seamlessly across

geographies to deliver tailored, high-

performance outcomes.

CASE STUDY

Predicting success with

AI-driven planning

In 2025, we strengthened our supply

chain performance by integrating

a new machine learning layer into

our planning systems. The platform

analyses a broader range of

data – including historical demand,

seasonal trends, and macroeconomic

indicators – alongside forward-

looking inputs such as planned

new products and validated sales

opportunities. This enhances forecast

accuracy and enables faster,

data-driven decision-making.

The result is a more agile and

disciplined operation. By combining

advanced analytics with operational

expertise, we have reduced reliance

on expedited freight, lowered excess

inventory, and improved working

capital efﬁciency, strengthening

resilience and supporting sustainable,

long-term shareholder value.

Technology

Elementis plc

Annual Report and Accounts 2025

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Report

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Statements

Shareholder

Information

KPIs focused on driving growth and increasing returns

Key performance indicators

Our key performance indicators (“KPIs”) enable us to monitor our strategic progress.

The Board periodically reviews our KPIs to ensure they are aligned with Elementis’ short-term and long-term objectives. These have been updated following the launch of our new strategy.

-1.9%

-4.1%

4.6%

-1.9%

2023

2024

2025

Deﬁnition/calculation

Total organic revenue growth

measured at constant currency.

How we performed

Overall organic revenue fell

slightly in the year principally

due to lower volumes in Coatings

and lower mix effects. These

were offset partially by positive

pricing actions.

Target

Mid-single digit percentage

growth through the cycle

over the medium term.

16.4%

13.0%

14.4%

16.4%

2023

2024

2025

Deﬁnition/calculation

New products introduced within

the last seven years plus

products that are either

protected by intellectual property

(such as patents) or developed

through bespoke innovations

created speciﬁcally to meet

individual customer needs.

How we performed

We achieved a 200 basis point

growth in our Innovation Revenue

during the year, driven by

the strong growth from our

Personal Care business.

Target

Grow the percentage of

Innovation Revenue over the

medium term to 20%.

21.2%

15.5%

19.7%

21.2%

2023

2024

2025

Deﬁnition/calculation

Calculated as adjusted operating

proﬁt divided by revenues.

How we performed

The adjusted operating proﬁt

margin grew in 2025 due to

self-help initiatives and proactive

cost management.

Target

Adjusted operating margin over

the medium term of 23%+.

13.7c

9.0c

12.0c

13.7c

2023

2024

2025

Deﬁnition/calculation

Adjusted proﬁt after tax divided

by the weighted average number

of shares for the purpose of

diluted earnings per share.

How we performed

We delivered a higher adjusted

diluted EPS in the year due to

higher operating proﬁts and

lower net ﬁnance costs.

Target

In line with our Elevate Elementis

growth strategy, we expect

adjusted diluted EPS to grow

over the medium term.

83%

117%

103%

83%

2023

2024

2025

Deﬁnition/calculation

Net cash flow from adjusted

EBITDA plus changes in

working capital, provisions

and share-based payments,

less net capital expenditure.

How we performed

The adjusted operating cash

conversion fell during the year

principally due to higher working

capital outflow. In 2025, the

three-year average adjusted

operating conversion was 101%.

Target

Three-year adjusted operating

cash conversion over the

medium term of more than 90%.

Link to annual bonus

Link to long-term incentive plan (“LTIP”)

Note: APMs are deﬁned and reconciled on pages 208-209.

See pages

50-55

for more detail

See pages

33-34

for more detail

See pages

50-55

for more detail

See pages

50-55

for more detail

See pages

50-55

for more detail

Revenue growth

(constant currency)

(organic)

Innovation Revenue

Adjusted operating proﬁt

margin (continuing basis)

Adjusted diluted EPS

Adjusted operating

cash conversion

Elementis plc

Annual Report and Accounts 2025

KPIs focused on delivering our sustainability ambitions

30%

21%

29%

30%

2023

2024

2025

Deﬁnition/calculation

Adjusted operating proﬁt divided

by operating capital employed,

expressed as a percentage.

Operating capital employed

comprises ﬁxed assets

(excluding goodwill but including

tax recoverable), working

capital and operating provisions.

Operating provisions include

self-insurance and environmental

provisions but exclude retirement

beneﬁt obligations.

How we performed

We delivered a solid

performance and our ROCE

improved to 30%.

Target

ROCE of more than 30% over the

medium term.

See pages

50-55

for more detail

Link to annual bonus

Link to long-term incentive plan (“LTIP”)

Note: APMs are deﬁned and reconciled on pages 208-209.

Adjusted return on capital

employed (“ROCE”)

0.44

0.40

0.21

0.44

2023

2024

2025

Deﬁnition/calculation

We use the US Occupational

Safety and Health Administration

(“OSHA”) deﬁnition for

recordable injuries and illnesses.

TRIR is the total number of

recordable incidents multiplied

by 200,000 divided by total hours

worked by all employees during

the year.

How we performed

The increase in the year was

due to the small number of

recordable incidents rising from

two to four. All four cases were

minor, with no lost time.

Target

We are targeting an 8% annual

reduction in TRIR compared to

the 2025 baseline.

-14.0%

-4.2%

+17.2%

-14.0%

2023

2024

2025

Deﬁnition/calculation

Year-on-year change in

Scope 1 & 2 (market-based)

GHG emissions (%).

How we performed

The 14.0% reduction in the year

was made up of a 4.1% decrease

in Scope 1 emissions and a

27.7% decrease in Scope 2

(market-based) emissions. The

increase in the prior year was

driven by increased production

at our Taloja, India site, as well as

increased hectorite production.

Target

Our validated SBT requires

a 5.9% reduction per year

from 2024 baseline year to

2034 target year.

59%

56%

58%

59%

2023

2024

2025

Deﬁnition/calculation

Proportion of revenue derived

from natural or naturally-derived

ingredients across our portfolio

as deﬁned by ISO 16128.

How we performed

We increased the proportion

of revenue from natural or

naturally-derived products by

100 basis points in the year

reflecting our commitment to

becoming a more responsible

and sustainable business.

Target

Our aim is to increase the

percentage of revenue from

products that contain at least

50% of natural or naturally-

derived content to above 60%

by 2027.

4.04

3.86

3.91

4.04

2023

2024

2025

Deﬁnition/calculation

We use Gallup, the leading

provider of insights into

employee engagement to

measure our annual

performance. Our grand mean

score is assessed using the

Gallup Q12

and is measured

out of 5.00.

How we performed

In 2025, our grand mean score

increased by 0.13 to 4.04.

Target

Our goal is to achieve and

maintain the 75th percentile, with

a commitment to continuous

year-on-year improvement.

See pages

76-78

for more detail

See pages

63-66

for more detail

See pages

70-73

for more detail

See pages

10-13

for more detail

Total recordable injury

rate (“TRIR”)

% change in Scope 1 & 2

GHG emissions (kt CO

Revenue from natural

or naturally-derived

ingredients

Employee engagement

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Elementis plc

Annual Report and Accounts 2025

Our risk management framework

Risk management

CEO

The CEO is responsible

for implementing Group

policies, risk management

performance, identifying

principal risks and ensuring

that resources are

allocated for effective risk

management and mitigation.

Audit Committee

The Audit Committee

supports the Board and

has speciﬁc responsibility

for monitoring ﬁnancial

reporting as well as the

internal and external audit

programmes, one of the

primary purposes of which

is to provide assurance on

ﬁnancial, operational and

compliance controls.

ELT individuals and

risk champions

ELT members have

responsibility for managing

and monitoring risks relevant

to their business or function

on an ongoing basis, and

work with the support of

risk champions to further

embed risk management

within the organisation.

Board

The Board has overall responsibility for risk management and sets the Group’s policies, culture and tone on

risk as well as providing oversight to management.

Operational and supporting functions

Cyber, Data Protection and Information Governance Steering Committee, Health, Safety and Environment

(“HSE”) Council, Manufacturing Council, Ethics and Compliance Council (“ECC”), Environmental Sustainability

Council (“ESC”), Diversity, Equity and Inclusion Council, Investment Commitment Forum (Capital expenditure

and allocation), Product Stewardship & Regulatory Affairs and Internal Audit.

Risk is generally deﬁned as “the management of uncertainty in

respect of the achievement of the organisation’s objectives”.

At Elementis, risk management is a crucial process that helps the

Group to avoid or control risk events, that, in a worst-case scenario,

could cause damage to Elementis’ value. Elementis monitors risk

using a framework that operates consistently throughout all of our

businesses, so that even with a devolved operating model we

have a consistent approach.

Our framework for risk management

Elementis faces a number of risks, uncertainties and opportunities

in the ordinary course of its operations. The effective identiﬁcation,

mitigation and ongoing management of these risks underpins the

delivery of the Group’s strategic objectives.

Elementis has an established risk management framework and

system of internal controls to support decision-making throughout

the ﬁnancial year. Risk management systems are intended to mitigate

and reduce risk to the lowest possible level, as the complete

elimination of all risks is not possible. Risk management processes

can therefore provide only reasonable assurance against material

misstatement or loss.

The Board has overall responsibility for risk management and sets

the Group’s policies, culture and tone on risk as well as providing

oversight to management. A comprehensive risk management

framework is in place to identify, assess, mitigate and monitor the

risks faced.

The Company places the highest priority on preventing loss of life,

harm to people and the environment, legal and regulatory breaches,

and damage to reputation or brand. The Group has in place policies,

procedures and guidance in order to help the Executive Leadership

Team (“ELT”) and employees manage risk in these areas.

How we manage risk

For us, managing risk is about putting ourselves in the best position

to make well-informed decisions that move Elementis forward. Risk

management creates value by enabling us to act in pursuit of our

strategy, with a full and balanced picture of the potential impacts.

First-line roles:

Business operations

Our ﬁrst line of defence is

our employees. They have a

responsibility to manage day-to-

day risk in their own areas, guided

by Group policies, procedures

and control frameworks. Local

management, and ultimately the

ELT, ensure that risks are managed,

maintained, reviewed and actioned

according to these frameworks.

Second-line roles:

Oversight functions

The second line of defence

is provided by the oversight

functions, which review and monitor

current and emerging risks using

a bottom-up and top-down

approach and provide relevant

frameworks, policies and processes

for managing those risks.

Third-line roles:

Internal audit

The third line of defence is

assurance over the effectiveness of

mitigating controls. This is provided

by internal and external assurance

providers, which are reviewed by

management and monitored and

challenged by the Audit Committee

and the Board.

Three lines of defence

Bottom-up

Identiﬁcation,

assessment

and mitigation

of risks across

operational

and functional

areas

Top-down

Oversight,

identiﬁcation,

assessment

and mitigation

of risks at a

Group level

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

CASE STUDY

Cyber security: strengthening

resilience across Elementis

Cyber security is a critical focus area for

Elementis, and we fully recognise the

signiﬁcant risk to our business if we fail

to get this right. In recognition of this,

our internal processes are being aligned

with leading frameworks including

NIST CSF v2, EU NIS2 and ISA/IEC

standards. Longer term, our aim is to

obtain formal certiﬁcations such as

ISO 27001 and SOC.

Governance is embedded at senior

levels, with oversight from the Audit

Committee and regular independent

audits. Foundational controls such as

multi-factor authentication, endpoint

detection and response, backups

and incident response plans are

operational, and response capabilities

are being expanded.

Employee awareness remains a priority,

supported by mandatory training and

phishing simulations.

These initiatives reflect Elementis’

commitment to operational resilience,

regulatory readiness and long-term

stakeholder trust.

Risk heat map (gross impact)

Principal risks

Global economic conditions and

competitive market pressures

Business interruption as a result of

supply chain failure of key raw materials

and/or third-party service provision

Cyber security, IT networks,

data security and privacy

Regulatory compliance and

product stewardship

Business interruption as a result of

a major event or a natural catastrophe

Major regulatory enforcement action,

litigation and/or other claims arising

from products and/or historical

and ongoing operations

Intellectual property and

know-how/protection

Portfolio innovation and technology

Health and safety

People, talent and succession

Change vs 2024

Same

Increasing

Decreasing

Impact

High

Medium

High

Low

Medium

Low

Probability

Elementis plc

Annual Report and Accounts 2025

Risk management continued

Risk culture

Every individual at Elementis has a

responsibility to manage risk, irrespective of

function, business or role. Risk awareness

exists throughout decision-making processes

and is embedded in systems, policies,

procedures, leadership and behaviours, and

speciﬁc standards such as the Code of

Conduct. All employees are responsible for

complying with related Group policies and

guidance and share responsibility for ensuring

that the Group conducts its business in a safe,

lawful and ethical manner. Managing risk is

about process but also culture. It is not just an

activity for professionals and committees with

risk in their title; it involves the whole business.

We look to give colleagues autonomy, which

means the people closest to our customers

and markets can make their own decisions.

Each function holds its own risk register and

is required to identify and manage risk, and

to put in place controls and action plans.

Risk appetite and tolerance

Risk appetite at Elementis is understood

as being the amount of risk that the Board

is prepared to accept in return for reward.

It represents a balance between the potential

beneﬁts of opportunities and the threats that

change brings.

There is a degree of variability in determining

risk appetite, which may be based on

strategic objectives, as well as guidance

from management or advisers with knowledge

and understanding of the nature of

the risk. The strategic appetite for risk is

decided on a case-by-case basis at Board

level – for example, with respect to a corporate

transaction or signiﬁcant capital expenditure

project – and delegated to the ELT to

implement as appropriate. The maximum

risk that can be taken before the Group

experiences ﬁnancial distress is also decided

at Board level and mitigated, as far as possible,

by internal controls, business continuity plans,

insurance, ﬁnancial instruments and contracts.

Our risk review processes

Our Risk Management Policy deﬁnes our

approach to risk management. The Board

maintains an annual forward planner to

ensure that appropriate time is allocated

at scheduled meetings to discuss, review

and monitor business and operational

performance, strategic priorities, governance,

compliance and risk matters. This approach

enables the Board to engage directly with

each of the business units and functional

departmental leaders.

Each ELT member is responsible for

identifying, assessing and monitoring their

respective business and functional risks as

well as measuring the impact and likelihood

of the risk to the business. Each identiﬁed

risk is categorised as strategic, commercial,

operational, ﬁnancial or compliance. On an

annual basis the ELT collectively reviews

the enterprise risk universe and the Board

carries out a review of the principal risks

and uncertainties.

Key risk changes

During 2025 the Board carried out two

comprehensive reviews of the Group’s

principal risks; being those which, if they were

to materialise, could have a signiﬁcant impact

on the Group’s ability to meet its strategic

objectives over the medium term.

The risk heat map identiﬁes the key risks,

post-mitigation, that management consider

most impactful to the Group’s business model

and the delivery of its strategic objectives.

Movements on the risk heat map reflect

changes to the risk environment since

31 December 2024. The likelihood and impact

of certain risks has changed but our work

to mitigate them has kept pace.

The key risk changes and

uncertainties in 2025

Decreased regulatory risks

With the sale of the Talc business in May 2025,

and Elementis remaining out of scope of the

EU Corporate Sustainability Reporting

Directive (“CSRD”) disclosure regime, the

regulatory compliance risk for the Group

has decreased.

Decreased people risk uncertainty

People, talent and succession risks decreased

due to the successful completion of the Fit for

the Future programme and the conclusion of

the CEO succession process.

Increased global economic conditions

and competitive market pressures

Inflationary pressures and trade policy

uncertainties continued to impact the

macroeconomic environment in which the

Group operates. During 2025, management

continued to focus on cost-reduction and

efﬁciency initiatives to help mitigate these

pressures.

Increased cyber security, IT networks,

data security and privacy

A number of high proﬁle cyber attacks

occurred during 2025, within the UK and

internationally, which reflect a continually

increasing cyber threat level. During 2025

management worked to continue to enhance

the Group’s cyber security posture.

There have been no material changes to

the risk proﬁles for the other principal risks,

although management continue to monitor

and review as appropriate.

Climate change

Climate-related risks and opportunities are

an important consideration for the Group.

Management’s response is a crucial part of

the Group’s business strategy, shaping both

how products are designed and how they are

brought to market. Climate change brings

opportunities as well as risks; for example,

some of the Group’s products can contribute

to lower energy and resource use. Elementis

has an ambition to reach Net Zero by 2050,

and during 2025 management published

an SBTi-validated science-based target for

GHG reductions, covering our operational

and value chain emissions.

The Group assesses climate-related risks

using the same impact criteria as for the rest

of its enterprise risks. Management have used

climate scenarios from Network for Greening

the Financial System (“NGFS”) to help

understand how climate risks change in

different futures and time horizons.

Climate change has been identiﬁed as

a contributing factor to many of our principal

risks and long-term uncertainties.

Priorities for 2026

Strengthen the Group’s overall cyber resilience

Complete the integration of the newly acquired Alchemy business into the wider

Elementis network

Ensure the successful opening of the new Porto ofﬁce and laboratory

Continued optimisation of the Group’s supply chain to mitigate, as far as practicable,

the direct impact of global tariffs

Continue taking an active approach to compliance and dispute management

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Our emerging risks

Management continue to consider how the Group could be affected by emerging risks over the longer term and how strategic, market and

customer initiatives might manage risks and seize new opportunities. It is often possible to identify the potential impacts of emerging risks,

but it is more challenging to predict their ﬁnancial impact, likelihood and timeframe.

We deﬁne emerging risks as upcoming events which present uncertainty.

Emerging risks and opportunities are identiﬁed and documented through the existing risk management framework using a variety of

horizon-scanning methods, such as monthly performance calls, including deep dives on new business opportunities, supply chain resiliency

and procurement matters, annual and three-year ﬁnancial plans and budgets, Board, ELT and other internal governance forums, customer and

market insight, industry-speciﬁc data, and materiality assessment with regard to ESG.

Emerging risk management ensures potential risks are identiﬁed, with plans evaluated in case they were to materialise. These emerging risks

may not be fully quantiﬁable but are closely monitored. Our processes aim to identify new and changing risks at an early stage and analyse

them thoroughly to determine the potential exposure. We continually identify and monitor emerging risks using our top-down and bottom-up

processes.

The table below provides examples of emerging risks.

Escalating

global

geopolitical

tensions and

supply chain

disruption

Ongoing conflicts around the world could intensify and spread, with possibilities for sanctions to discourage further

escalation and increased pressure on supply chains

Supply chain shortages and resource security pressures increase commodity prices and could result in an

economic slowdown

State-sponsored cyber attacks target key sectors, including the specialty chemical industry

AI-driven

innovation

AI presents many opportunities, but needs to be developed in an ethical way to mitigate against potential data security

and cyber attack risks and address growing concerns across consumer groups. We expect further legislation to emerge

in this area

AI-generated content becomes more prevalent with the possibility of spreading misinformation

Increased processing power will automate basic activities and support decision-making

Evolving

legislation

Changing legislation to reduce the use of chemicals deemed to be negatively impacting the environment, nature or

human health

Persistence of PFAS has become an area of concern, and our research is developing alternative solutions to this

class of materials

Tighter reporting requirements and greater public focus on environmental performance

Internal control

The key elements of the Group’s internal

control framework are monitored throughout

the year.

The Audit Committee has conducted a review

of the effectiveness of the Group’s risk

management and internal control systems

on behalf of the Board.

To support the Board’s annual assessment,

a report is prepared by the Global Head of

Risk and Controls on the Group’s principal

risks and internal controls. The report sets

out the Group’s risk management systems

and key internal controls, as well as the work

conducted in the year to assess and improve

the risk and control environment.

The internal control framework is intended to

effectively manage, rather than eliminate, the

risk of failure to achieve business objectives.

It can only provide reasonable, not absolute,

assurance against the risk of material

misstatement or ﬁnancial loss.

In accordance with the UK Corporate

Governance Code Guidance on Risk

Management, Internal Control and Related

Financial and Business Reporting, the Board

conﬁrms that there is an ongoing process for

identifying, evaluating and managing the

principal risks faced by the Group. This

process has been in place for the year under

review and up to the date of approval of the

Annual Report and Accounts. The process is

regularly reviewed by the Board and accords

with the relevant guidance.

Elementis plc

Annual Report and Accounts 2025

Link to strategic

objective:

Movement

in year:

Description of risks

The performance of the speciﬁc end-user markets

served is affected by macroeconomic conditions.

Adverse developments that may result in a downturn

in macroeconomic conditions, or in the industries in

which our customers operate, may include political

uncertainty, retaliatory tariffs or other disputes

between trading partners.

Suboptimal global economic conditions can affect

sales, raw material costs, foreign exchange rates,

capacity, utilisation and cash generation, which

can impact the ﬁnancial health of the Group.

Increased competitive pressure in the marketplace can

result in signiﬁcant pricing pressure and loss of market

share. The impact of non-delivery of operating plans

can lead to market expectations of Group earnings not

being met, and slower delivery of strategic priorities.

Links with climate change

The global response to climate change introduces

additional uncertainties in macroeconomic and market

trends which may have both positive and negative

impacts on the Group. Customers increasingly

collect climate-related information in preparation for

future sourcing decisions. The Group understands

its emissions footprint, including Scope 3, and has a

validated SBT which supports our ambition to reach

Net Zero by 2050. Management continue to quantify

the Group’s carbon and environmental footprints at a

product level to continue to better demonstrate impact

and progress.

Controls and mitigating activities

Financial performance (monthly sales, proﬁt and

cash flows, and position against key banking

covenants) is closely monitored with full-year

scenario planning of key risks, regular reforecasts

and prompt investigation of variances

Contingency and cost reduction plans can be

implemented in the event of an economic downturn

to reduce operating costs, including non-essential

capital expenditure items and discretionary spend

Interest, currency and commodity hedging actions

are taken as appropriate to mitigate the impact of

rising interest rates and inflation

Global key account management programmes

to deepen existing relationships with our largest

customers and help to pre-empt end-market changes

Balanced geographic footprint and supply chains

and broad differentiated product offering across

different sectors

Developments in year

Modelling and optimisation of the Group’s supply

chain to mitigate, as far as practicable, the direct

impact of US tariffs and associated retaliatory tariffs

by other jurisdictions

Ongoing focus on cost reduction, efﬁciency

initiatives, capital expenditure effectiveness,

working capital and discretionary spend

Price rises implemented to mitigate the impact of

raw material, logistics and energy cost increases

where applicable

Emerging risks

Further changes in tariff rates and the possible

imposition of additional tariffs could result in an

economic slowdown

Artiﬁcial intelligence stocks are viewed by a number

of analysts as being overvalued, resulting in an

‘AI bubble’. If the AI bubble were to burst, it is

widely expected that there would be signiﬁcant and

widespread impact on the broader global economy

which could cause a recessionary environment

Global economic conditions and competitive market pressures

Principal risks and uncertainties

Link to strategic

objective:

Movement

in year:

Description of risks

The Group is dependent on raw materials from various

sources. In the event of a long-term supply disruption,

or market volatility, it may not be possible to secure

sufﬁcient supplies of raw materials from alternative

sources on a timely basis, or in sufﬁcient quantities or

qualities, or on commercially reasonable terms. The

lead time and effort needed to establish a relationship

with a new supplier could be lengthy and could result

in additional costs, diversion of resources and reduced

production yields.

Links with climate change

Climate change will increase the severity of extreme

weather events that may result in supply chain

disruption. Elementis manages its supply chain

through maintaining minimum stock levels and

qualifying multiple suppliers.

Controls and mitigating activities

Review of single-source materials; ﬁnd and

qualify alternatives

Market research to understand and monitor the

impact of short-term events

Recalibration of inventory stock levels and lead

times on a regular basis

Business continuity scenario planning overseen

by the ELT

Proactively identify and mitigate risks across the

supply chain

Implement robust contingency plans to address

potential disruptions and maintain resilience

Increase flexibility in the Group’s manufacturing

network to supply products from different regions,

including new manufacturing locations

Developments in year

Continued leverage of strategic supplier

relationships to secure required raw material volume

Accelerated production qualiﬁcation programme to

ensure the ability to redistribute production volume

across our global manufacturing network

Continued focus on qualiﬁcation of new sources

of supply

Enhancement of the Group’s global supply chain

and procurement teams

Continued focus on the Group’s global

supply strategy to ensure a resilient global

production footprint

Implementing strategic stock methodology and

process for supply chain disruptions, enhancing

data analytics capabilities, upgrading visualisation

tools and improving our enterprise resource

planning to spot potential supply chain bottlenecks

early and take proactive measures to improve the

supply chain resiliency

Throughout 2025 the Group successfully mitigated

the volatility of the renewed US tariff landscape

by leveraging our global manufacturing network

to diversify the critical supply chain away from

exposure to high-tariff jurisdictions and by

implementing a pass-through pricing mechanism

to protect our margins

Emerging risks

None noted

Business interruption as a result of supply chain failure or key raw materials and/or third-party service provision

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Link to strategic

objective:

Movement

in year:

Description of risks

Most aspects of the Group rely on technology, from

its internal communications, controls and reporting,

through to relationships with customers and suppliers.

Any signiﬁcant disruption could cause delays to

key operations and an inability to meet customers’

requirements, thereby resulting in increased operating

costs, legal liability and reputational damage.

Furthermore, ongoing developments in data protection

and information security legislation continue to result

in increased compliance obligations with increased

penalties for non-compliance. On top of this, the

rapid pace of technological development and the

weaponisation of technology by threat actors present

new challenges. Cyber security continues to be an

increasingly signiﬁcant risk to the Group.

Links with climate change

Not applicable.

Controls and mitigating activities

Security controls, including policies and

procedures, staff awareness and training, and risk

management and compliance processes

Regular IT, cyber and data protection updates to

the Board

Business continuity and emergency response plans

Regular internal audit reviews

Privacy and data protection platform

Developments in year

Internal information security team extended

Comprehensive risk assessment and evaluation of

security environment

Improvements to the cyber security software stack

Increased training for cyber security-related matters

Strengthening of key controls in critical

communications infrastructure

Improved data protection through enhanced

access controls

Planning for upcoming regulatory compliance

requirements

Emerging risks

Global geopolitical instability, including the

increasing emergence of actor-states

Increasing utilisation of artiﬁcial intelligence by

threat actors

Increasing targeting of third-party vendors and

suppliers by threat actors as a means of inﬁltration

Link to strategic

objective:

Movement

in year:

–

Description of risks

Emerging and existing regulations in global markets

can lead to hurdles and additional costs in delivering

on strategic objectives. Non-compliance or suspected

non-compliance could lead to regulatory action.

Links with climate change

The Group is preparing for UK Sustainability Reporting

Standards compliance.

Controls and mitigating activities

The Global Product Stewardship & Regulatory

Affairs team oversees, manages and monitors

regulatory developments in current and new

markets and materials

Safety Data Sheets (“SDS”), labels and regulatory

information are provided for global customers,

speciﬁc to the requirements in their jurisdiction

Active compliance and risk management

programmes are in place, including policies,

procedures and training

Regulatory compliance and product stewardship

risks are updated and reviewed with the Board

Brazil, UK, Türkiye and South Korea Registration,

Evaluation, Authorisation and Restriction of

Chemicals (“REACH”) planning and assessment

of impact

SDS and labels are updated to reflect new

requirements for hazard communication globally.

Ingredient notiﬁcations are carried out in existing

markets with new requirements

Ongoing support of manufacturing optimisation

change through regulatory activities

Developments in year

A new EU regulation came into force –

the Synthetic Polymer Microparticles as

deﬁned by entry 78 of Annex XVII of REACH

(Regulation (EC) No 1907/2006) (“Entry 78”)

Other jurisdictions have developed, and are

expected to continue developing, similar

microplastics regulations

Indonesia introduced a requirement for cosmetic

product ingredients to be certiﬁed Halal by

an approved certiﬁcation ﬁrm. This led to the

audit and approval of the Livingston UK site for

Halal certiﬁcation

Emerging risks

Polymers were to be included in the scope of

the EU REACH regulation from 2025, resulting

in extra physical chemical testing requirements.

The requirements are still pending

Cyclical silicone materials will be restricted

in the EU from 2026 for personal care and

cosmetic products

PFAS continue to be targeted for restriction or

prohibition globally. Ongoing monitoring and

identifying actions continue to ensure compliance

with the various limitations

Cyber security, IT networks, data security and privacy

Regulatory compliance and product stewardship

Elementis plc

Annual Report and Accounts 2025

Link to strategic

objective:

Movement

in year:

Description of risks

The ability of the Group to manage its operations

successfully and achieve performance in line with

its strategy, business plans and budgets depends on

the efﬁcient and uninterrupted operation of planning

processes, operational delivery capabilities and the

internal control environment. Production facilities may

be subject to planned and unplanned shutdowns,

turnarounds and outages, including for natural

catastrophes, weather, climate change or disruption

associated with transportation, utilities and suppliers,

which could result in increased costs in establishing

alternative supply chains, and lead to delays in supply

to our customers.

A major event is categorised as an operational, HSE,

transport or workplace incident caused by system

failure and/or human error, or by ﬁre, storm, flood

or pandemic resulting in a supply chain disruption of

over 24 hours.

Links with climate change

Climate change is likely to increase the severity

of extreme weather events which may result in

operational disruption. Elementis’ sites are designed

and maintained to withstand extreme weather. The

Group reviews weather disruptions, risks and local

mitigations annually with site management, and use

the NGFS climate impact explorer tool and World

Resources Institute (“WRI”) Aqueduct tool to explore

physical risks at our locations. The Group’s supply

chain management ensures minimum stock levels.

Controls and mitigating activities

Preventative maintenance, holding critical spares,

and process and other safety procedures to mitigate

the effects of a major incident

Property damage and business interruption

insurance coverage

Each site has developed a business continuity plan

that includes emergency response and business

recovery protocols, annual reviews, periodic

updates, training, and practising the plan via

periodic drills or table-top exercises

Management verify the emergency response and

crisis preparedness elements of business continuity

through the HSE compliance auditing process

Business continuity scenario planning is overseen

by the ELT

HSE management programme includes corporate

compliance audits, Global HSE standards, risk

assessments and insurance property surveys

HSE performance is regularly reviewed by the ELT

Developments in year

Internal audit review of certain manufacturing sites

Continued focus on operational reliability and

process safety management

Implemented a mechanical integrity programme

and validated compliance with effective critical

equipment maintenance tracking

Insurance property survey recommendations

adopted and tracked

Emerging risks

Ongoing conflicts around the world could intensify

and spread, with possibilities for sanctions to

discourage further escalation and increase pressure

on supply chains

Geopolitical challenges from tariffs requiring agile

supply chains

Link to strategic

objective:

Movement

in year:

Description of risks

The scale and complexity of the Group’s operations

means that it is subject to a wide range of international

regulation spanning all aspects of its business.

The regulatory sphere includes multiple corporate

taxation regimes, national and supra-national

anti-corruption, fair competition and data privacy laws,

as well as applicable environmental regulations and

standards relating to the Group’s past and present

operations. Failure to comply can lead to complex

cross-border claims, litigation, damages, ﬁnes,

penalties and remediation orders. The Group may

be involved in legal proceedings and claims within

the ordinary course of business, including legacy

claims in relation to businesses that have been

acquired or disposed of by the Group. Adverse results

in legal proceedings could result in reputational and

ﬁnancial damage, loss of business, and diversion of

management time and resources.

Links with climate change

Climate change and other sustainability regulations

are part of the regulatory landscape in which the

Group operates.

Controls and mitigating activities

Cross-functional expertise including Legal,

Compliance, Finance, HSE, and Product

Stewardship and Regulatory Affairs, supported by

external consultants and advisers, actively monitor

emerging risks and ensure effective controls over

known risks

Products are routinely and rigorously compared

against the highest standards for safety and

regulatory compliance

Continuous evolution of the global compliance

programme to identify, address, monitor and

mitigate compliance risks, including through new

processes, training and other activities

Insurance programme and risk transfer strategy

in place to mitigate potential ﬁnancial losses

Audit Committee and Board exercise oversight

through regular reports on all threatened and actual

litigation from the Group General Counsel and

Company Secretary

Employees are subject to a range of policies and

procedures setting out required behaviours and

standards, and consequences for non-compliance

The Ethics and Compliance Council (“ECC”),

chaired by the Global Head of Compliance, meets

quarterly to monitor the Group’s compliance

culture and ensure that ethics and compliance

considerations are appropriately weighted in

business decisions

The Cyber, Data Protection and Information

Governance Steering Committee meets regularly to

oversee compliance with applicable data privacy laws

Regulatory compliance and product stewardship

risks continue to be updated by regional teams

and reviewed with the Board as new risks and

developments arise on ongoing issues

The Company takes an active approach to

defending claims that are brought against it

Developments in year

The sale of the Talc business removes from the Group

portfolio a product category facing increased regulatory

and classiﬁcation risk, particularly as a result of the 2025

opinion of the European Chemical Agency (“ECHA”)

recommending the classiﬁcation of talc as a category

1B substance (presumed carcinogen)

The completion of the Eaglescliffe sale allowed the

Group to exit a legacy, non-operational industrial

site and reduce its environmental liability exposure

Regulatory developments continued to emerge,

and the Group monitors these closely to safeguard

against interruptions to product supply

The revision of EU REACH was delayed due to

perceived pressure on companies to manage

compliance. Elementis continues to prepare for

its implementation

The Group continued to work constructively with

HMRC on the open tax audit and is seeking to close

out certain areas of the audit during 2026.

Emerging risks

Microplastics are an emerging topic of concern

in the EU and other jurisdictions. Elementis is

proactively monitoring and preparing for regulatory

requirements

Cyclosiloxanes are being considered for EU

authorisation in 2026. Elementis continually

assesses the impacts on its product portfolio

and works to maintain compliance

Business interruption as a result of a major event or a natural catastrophe

Major regulatory enforcement action, litigation and/or other claims arising from products and/or historical and ongoing operations

Principal risks and uncertainties continued

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Link to strategic

objective:

Movement

in year:

Description of risks

Failure to adequately protect and preserve intellectual

property (“IP”) and proprietary know-how in both

existing and new markets could harm the Group’s

competitive position.

Links with climate change

Not applicable.

Controls and mitigating activities

Active management of the Group’s trademark

portfolio via an internal Trademark Committee

(“TMC”), attended by the Group’s external

trademark advisers and comprising the business

segment’s marketing directors, corporate

communications and legal teams. The TMC

meets regularly to take decisions in relation to

the registration of new trademarks and defensive

activity in relation to existing trademarks. The TMC

is supported by a global network of trademark

agents who represent the Group’s interests in all

relevant jurisdictions

The Group’s Science Director works closely with the

legal team and external patent attorneys to ensure

emerging inventions are appropriately protected

Employees are trained on the importance of

appropriate handling and disclosure of proprietary

and conﬁdential information

The legal team reviews conﬁdentiality agreements

entered into by the Group to assess the suitability

of the proposed purpose and the duration of the

conﬁdentiality obligations. A central record of all

conﬁdentiality agreements entered into globally is

maintained by the legal team

Patent and IP disclosures to keep distinction in new

launches and enforcement of proprietary advantage

have now become standard practice

Contentious IP matters are reported to the

Audit Committee and Board

The Group’s stage gate system incorporates IP

and freedom to operate as requirements to launch

new products

Developments in year

Annual patent portfolio review undertaken

to monitor our portfolio and manage out

obsolete patents

Conducting ‘freedom to operate’ earlier in the

innovation process to avoid false starts and

potential patent issues with external parties

Emerging risks

New personnel onboarded in Portugal. Training

has been implemented to ensure the Group’s strict

guidelines are followed

Enforcing IP in certain regions is more challenging

– Elementis is developing additional protection

mechanisms and procedures to protect existing

know-how of our technologies

Link to strategic

objective:

Movement

in year:

Description of risks

The ability of the Group to compete is highly

dependent on its ability to meet the changing needs

of customers and keep pace with technological

innovations and sustainability trends.

New or substitute products and technologies

developed by competitors could erode the Group’s

ability to compete and lead to declines in sales and

market share.

Working with local construction teams in Portugal

to ensure timely completion of a fully functional and

safe laboratory construction.

Links with climate change

Climate change and increased focus on sustainability

drive demand for products with lower climate impacts

and more efﬁcient resource use. The Group is

increasing the range of products offered with a high

naturally-derived material content and is promoting

a new non-aluminium-based antiperspirant which

delivers similar performance with an improved

sustainability proﬁle. Management are assessing

the Group’s product portfolio in a systematic way

to identify and prioritise further opportunities to

improve sustainability.

Controls and mitigating activities

The global R&D team aims to develop new products

and technologies to meet the changing needs of the

Group’s sophisticated customers

Collaborative relationships with customers and

industry formulators ensure efforts are aligned

with the latest market trends

Use of an innovation tool to manage stage gate

process, with systematic prioritisation to deliver

high-value solutions for the market

The Group’s proprietary hectorite assist in

consistent delivery of high-performance innovation

Leverage of existing portfolio technologies to

enter new market adjacencies where our product

performance can deliver additional value

Reducing single raw material sources ensures

reliable manufacturing to meet customer demand

Developments in year

19 new products launched in 2025

Innovation roadmap with strategic partners to

leverage existing technologies

Supporting production facilities to ensure a second

source of key raw materials, and introducing new

technologies and new process improvements while

ensuring consistency and safety

Emerging risks

None noted

Intellectual property and know-how/protection

Portfolio innovation and technology

Elementis plc

Annual Report and Accounts 2025

Principal risks and uncertainties continued

Link to strategic

objective:

Movement

in year:

Description of risks

The inherent nature of manufacturing activities,

such as material handling, production, storage and

transport, has wide-ranging occupational safety and

process safety risks. Failure to recognise, evaluate

and mitigate health and safety risks would leave the

Group vulnerable to employee and contractor injuries,

lost production time, equipment damage, impact

to the community, potential regulatory compliance

challenges, and reputational damage.

Links with climate change

Not applicable

Controls and mitigating activities

Proactive risk identiﬁcation – increased audits and

inspections, creating more opportunities to detect

latent conditions, enforce Corrective and Preventive

Actions, and drive a shift towards prevention rather

than reaction

Leadership accountability – implemented

mandatory HSE certiﬁcation for all site leaders to

strengthen accountability and understanding of

safety responsibilities

Strategic oversight – deployed a global HSE

strategy and roadmap aligned with goals and

incident trends, supported by meaningful leading

and lagging KPIs for performance monitoring

Compliance and governance – conducted

compliance and insurance audits, root cause

analyses, management of change reviews, routine

inspections, risk assessments, and reinforced

contractor management and work permit processes

Enhanced training and standards – continued

hazard recognition training and released a global

risk assessment standard to ensure consistent

safeguarding of identiﬁed hazards

Process safety and mechanical integrity – executed

Phase 2 process improvement plans, continued

rollout of global process safety management

(“PSM”) standards, assigned PSM champions

at each site, and developed champion training

modules. Embedded mechanical integrity practices

supported by gap assessments, computerised

maintenance systems and capital investments to

ensure equipment reliability

Learning from incidents – systematically applied

lessons learned through the Call to Action

programme, requiring gap assessments and

site-level tracking to ensure accountability and

continuous improvement

Empowering employees – promoted Stop Work

Authority reporting to ensure employees feel

conﬁdent intervening in unsafe conditions, and

enhanced hazard recognition programmes to

identify and address risks before escalation

Developments in year

Improved reporting culture – Stop Work Authority

reporting and near-miss reporting increased by 40%

and 20%, respectively, reflecting greater employee

empowerment and proactive risk identiﬁcation

Enhanced accountability and analytics –

strengthened management of HSE and quality

incidents through improved action tracking, audit

management and regulatory compliance systems

Technology-driven prevention – expanded use of

digital tools for incident reporting, corrective action

tracking and trend analysis to support proactive

risk management

Global standards implementation – continued

development of a global HSE framework aligned

with International Organization for Standardization

(“ISO”) standards; published and implemented

six life-critical HSE standards across all locations

Safety engagement and awareness – held

the ﬁfth annual Global HSE Week, featuring

technical sessions and local activities, reinforcing

TogetherSAFE principles

Audit and inspection improvements – increased

audits and inspections by over 200%, supported by

a new audit management system to identify latent

conditions and drive prevention

Process safety advancements – formalised PSM

network with quarterly meetings, global dashboards,

and champion training programmes to strengthen

technical competence and compliance

Embedding safety values – integrated

TogetherSAFE into work planning and business

processes, supported by the CEO TogetherSAFE

Award promoting team safety initiatives

Emerging risks

None noted

Health and safety

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Link to strategic

objective:

Movement

in year:

–

Description of risks

The Group operates in highly competitive labour

markets and relies on the expertise and services

of talented individuals and teams to succeed.

Loss of key people or disruption to teams

without timely action could result in disruption to

business operations.

Links with climate change

Employees increasingly wish to contribute to addressing

climate change. The Group’s sustainability strategy and

commitment to reduce GHG emissions in line with the

SBT supports the employee value proposition.

Controls and mitigating activities

Performance management process for all

employees to set goals aligned to key priorities

including actions for personal/professional

development and employee engagement

Career proﬁle tools allowing employees to create

a personal proﬁle reflecting their future aspirations

Succession planning to build a diverse leadership

pipeline. Senior leaders are reviewed annually by

the ELT, and the ELT members are reviewed once a

year by the Board

Measurement of employee engagement to create

actionable plans, with all employees surveyed twice

a year

People manager training and toolkits empowering

growth and impact

Unlimited access to LinkedIn Learning to allow

employees to expand their skills based on their

own learning needs, and access to the Gallup Portal

for all managers to build skills on

employee engagement

Flexible working in line with business needs and

local market practice

Extensive communication to employees globally,

regionally and locally

Retention packages for key employees

Developments in year

Updated intranet with enhanced search tools

and accessibility

Consistent and engaging messaging on Purpose,

Winning Differentiators and Values

Insider Newsletter issued every two weeks

DE&I Council maintained with regional leaders and

local champions supplementing global initiatives

such as Women in Leadership

Engagement survey in collaboration with Gallup

revised with additional questions. Surveys continue

to be administered twice per year, with feedback

provided to all employees

Performance management approach continues

to focus on balance of task orientation and

engagement and development

Continued enhancements to succession planning

in order to improve internal talent development

and progression

Finalised transition to the new, post Fit for the

Future organisation

Systems improvement to aid efﬁciency

Emerging risks

None noted

People, talent and succession

We delivered resilient results, with proﬁts and

margins ahead of last year. Supported by a robust

balance sheet and disciplined cost management,

we are well positioned to execute our priorities.”

Elementis plc

Annual Report and Accounts 2025

Revenue

2025

2024

Coatings

373.0

386.4

Personal Care

224.5

217.4

Revenue

597.5

603.8

Operating proﬁt

2025

Operating

proﬁt/(loss)

Adjusting

items

2025

Adjusted

operating

proﬁt/(loss)

2024

Operating

proﬁt/(loss)

Adjusting

items

2024

Adjusted

operating

proﬁt/(loss)

Coatings

64.7

5.7

70.4

73.5

4.9

78.4

Personal Care

63.4

9.4

72.8

49.3

12.3

61.6

Central costs

(19.1)

2.6

(16.5)

(26.8)

6.0

(20.8)

Operating proﬁt

109.0

17.7

126.7

96.0

23.2

119.2

After adjusting items, see Note 5 for detail.

The 2024 results in this ﬁnance report have been re-presented following the sale of the

Talc business.

Group results

In 2025 revenue decreased to $597.5m (2024: $603.8m), down 1.0% on a reported basis or

1.9% on a constant currency basis, driven by lower volumes in Coatings and mix effects.

Reductions in volumes were partially offset by pricing actions.

Adjusted operating proﬁt increased 6.3% on a reported basis and 4.6% on a constant currency

basis to $126.7m (2024: $119.2m), driven by self-help initiatives and proactive cost management.

Reported operating proﬁt was $109.0m (2024: $96.0m), a 13.5% increase on a reported basis;

this, combined with lower ﬁnance costs in the year, led to a 27.7% increase in proﬁt from

continuing operations to $62.3m, compared with $48.8m in the prior year.

Elevating our

performance

through ﬁnancial

discipline.

Kath Kearney-Croft

Chief Financial Ofﬁcer

Finance report

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Group results continued

Loss for the year of $45.5m is driven by the successful sale of the Talc business for the purpose

of refocusing the Group’s strategy, for an amount less than its carrying value. This resulted in a

loss on sale of the Talc business of $110.5m.

Central costs

Central costs are those costs that are not identiﬁable as expenses of a particular business

segment and comprise expenditure of the Board of Directors and corporate head ofﬁce.

Adjusted central costs decreased to $16.5m (2024: $20.8m), largely driven by proactive cost

management, including beneﬁts associated with business transformation.

Adjusting items

In addition to the statutory results, the Group uses APMs to provide additional analysis of the

performance of the business. The Board considers these non-GAAP measures as an alternative

way to measure the Group’s performance. Adjusting items in 2025 resulted in a charge of $17.6m

before tax (2024: $22.6m). The key categories of adjusting items are summarised below. For

more information on adjusting items, please see Note 5 to the ﬁnancial statements.

Credit/(charge) $m

Coatings

Personal Care

Central costs

Total

Business transformation

–

0.8

6.7

7.5

Acquisitions and disposals

–

0.4

(6.8)

(6.4)

St. Louis operational transformation

3.5

–

3.5

Cloud and data transformation

–

2.2

Early termination of contract

1.9

–

1.9

St. Louis ﬁre

0.3

–

0.3

Environmental provisions

–

0.5

Amortisation of intangibles arising

on acquisitions

–

8.2

–

8.2

Total charge to operating proﬁt

5.7

9.4

2.6

17.7

Unwind of discount on provision

–

1.1

Interest on EU state aid receivable

–

(1.2)

Total charged to net ﬁnance costs

–

(0.1)

Total charged to proﬁt before tax

5.7

9.4

2.5

17.6

Business transformation

Costs of $7.5m (2024: $6.6m) primarily included: $4.4m (2024: $nil) of transitionary costs of the

exiting CEO and other related restructuring items; costs of $2.3m (2024: $4.1m) in relation to the

Fit for the Future restructuring programme which was announced in September 2023 and

completed during 2025; and costs of $0.8m (2024: $1.6m) in relation to the closure of the

Middletown plant and preparation of the site for sale. See Note 5 for further detail.

Acquisitions and disposals

A net credit of $6.4m (2024: cost of $0.2m) was recognised in relation to acquisitions and

disposals. This principally included a credit of $6.9m in relation to the gain on sale of the

Eaglescliffe site and $0.3m of transaction costs incurred in relation to the acquisition of

Alchemy Ingredients Limited.

St. Louis operational transformation

Costs of $3.5m (2024: $nil) in relation to the transformation programme at the Group’s

St. Louis plant in 2025.

Cloud and data transformation

Costs of $2.2m (2024: $2.1m) include $1.6m (2024: $2.1m) of costs in relation to the data

transformation programme due to be completed in 2027 and $0.7m (2024: $nil) of costs in

relation to upgrading the Group’s Enterprise Resource Planning (“ERP”) system due to be

completed in 2027.

Early termination of contract

Costs of $1.9m (2024: $nil) were recognised in respect of an early termination fee paid to one

of the Group’s contracts.

St. Louis ﬁre

Costs of $0.3m (2024: $1.3m) were recognised in respect of the ﬁre at the St. Louis plant which

occurred in November 2024. These costs relate to the write off of items of property, plant and

equipment that were damaged as a result of the ﬁre.

Environmental provisions

Charges of $0.5m (2024: $1.8m) were recognised in respect of the Group’s environmental

provision. The environmental provision is calculated on a discounted cash flow basis, reflecting

the time period over which spending is estimated to take place. The movement in the provision

relates to changes in discount rates, which have resulted in a reduction of $0.8m (2024: $2.2m),

and extra remediation work identiﬁed in the year, which has resulted in a $1.3m (2024: $4.0m)

increase to the liability. Also included within adjusting items is a charge of $1.1m, within ﬁnance

costs, in relation to the unwind of the discount on the provision.

Amortisation of intangibles arising on acquisitions

Amortisation of $8.2m (2024: $8.2m) has been recognised in relation to the Group’s acquired

intangible assets.

Interest on EU state aid receivable

Finance income of $1.2m (2024: $1.2m) has been recognised in respect of interest due to

the Group.

Elementis plc

Annual Report and Accounts 2025

Finance report continued

Net ﬁnance costs

2025

2024

Finance income

0.7

0.2

Finance cost of borrowings

(17.5)

(20.0)

Net ﬁnance cost of borrowings

(16.8)

(19.8)

Net pension ﬁnance income

1.3

1.4

Unwind of discount on provisions

(1.3)

(1.5)

Interest on EU state aid receivable

1.2

Interest on lease liabilities

(0.9)

(1.1)

Net ﬁnance costs

(16.5)

(19.8)

Net ﬁnance costs decreased in the year to $16.5m (2024: $19.8m). Net ﬁnance costs comprise

interest payable on borrowings, calculated using the effective interest rate method, amortisation

of facility arrangement fees, the unwinding of discounts on the Group’s environmental provisions,

net pension interest income/expense, fair value movement on derivatives, interest receivable on

the EU state aid receivable balance and interest charged on lease liabilities.

The decrease in net ﬁnance costs is primarily due to the lower ﬁnance cost of borrowings as

a result of lower interest rates.

Net pension ﬁnance income of $1.3m (2024: $1.4m) is a function of discount rates under

IAS 19, and the value of the schemes’ deﬁcit or surplus positions.

The Group’s environmental provisions are calculated on a discounted basis, reflecting the time

period over which the spending is estimated to take place. The unwind of discount on provisions

of $1.3m (2024: $1.5m) was lower than the prior year due to the sale of the Eaglescliffe site and

the related environmental liabilities.

Interest on lease liabilities of $0.9m (2024: $1.1m) is a function of the discount rates under

IFRS 16, and was lower than the prior year due to reduced lease liabilities.

Interest on the EU state aid receivable balance was consistent with the prior year at $1.2m.

Taxation

2025

2024

Effective

rate %

Effective

rate %

Reported tax charge

27.6

30.7

25.5

34.3

Adjusting items tax charge

(1.6)

–

(0.8)

–

Adjusted tax charge

26.0

24.2

24.7

25.5

The Group incurred a tax charge of $26.0m (2024: $24.7m) on adjusted proﬁt before tax, resulting

in an effective tax rate of 24.2% (2024: 25.5%). The Group’s adjusted effective tax rate in 2025

decreased due to the closure of an overseas tax audit and the subsequent release of an

associated provision.

Tax on adjusting items relates primarily to the business transformation expenditure and

amortisation of intangible assets, partially offset by an uncertain tax position. See Note 6 for

further detail.

The medium-term expectation for the Group’s adjusted effective tax rate is around 25%.

Earnings per share

To aid comparability of the underlying performance of the Group, earnings per share (“EPS”)

reported under IFRS is adjusted for items classiﬁed as adjusting.

2025

2024

Proﬁt from continuing operations ($m)

62.3

48.8

Adjusting items net of tax ($m)

19.2

23.2

Adjusted proﬁt after tax ($m)

81.5

72.0

Weighted average number of shares for the purpose of basic EPS (m)

583.6

588.9

Effect of dilutive shares options (m)

10.5

11.9

Weighted average number of shares for the purpose of diluted EPS (m)

594.1

600.8

Reported basic EPS (cents)

10.7

8.3

Reported diluted EPS (cents)

10.5

8.1

Adjusted basic EPS (cents)

14.0

12.2

Adjusted diluted EPS (cents)

13.7

12.0

Reported basic EPS and Adjusted diluted EPS were up 28.9% and 14.2% to 10.7 cents

(2024: 8.3 cents) per share and 13.7 cents (2024: 12.0 cents) per share respectively,

primarily due to the higher proﬁt after tax and adjusted proﬁt after tax ﬁgures.

Note 9 provides disclosure of EPS calculations, both including and excluding the effects of

adjusting items and the potential dilutive effects of outstanding and exercisable options.

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Distributions to shareholders

The Board has considered the strength of the balance sheet and the near-term prospects for the

business and, in line with the stated dividend policy, recommended a ﬁnal dividend of 3.0 cents

per share (2024: 2.9 cents), which will be paid in pounds sterling, resulting in a full-year dividend

of 4.3 cents per share. A dividend of 2.23 pence per share has been determined by converting

the 3.0 cents into pounds sterling using the forward rate of £1.00:$1.3482, as determined on

27 February 2026. If approved at the AGM, the dividend will be paid on 29 May 2026 to

shareholders included on the share register on 1 May 2026.

During the period the Group also undertook a share buyback programme totalling $53.8m.

This brings total returns to shareholders in the period to c.$79m.

Cash flow

As per the statutory cash flow statement, net cash inflow from operating activities decreased

to $74.2m (2024: $100.0m), primarily as a result of a higher net working capital outflow, which

excludes discontinued operations and is adjusted for foreign exchange impacts and lower net

cash flow from discontinued operations of $6.7m (2024: $27.3m), which was partially offset by

improved proﬁt from continuing operations.

Net cash flow used in investing activities was $7.3m (2024: $37.5m), signiﬁcantly reduced from

the prior year, primarily as a result of the receipt of $52.5m from the sale of the Talc business,

made up of $60.2m gross cash proceeds less cash sold of $7.7m, along with a lower net cash

flow from discontinued operations of $6.7m (2024: $20.8m). These amounts were partially

offset by $11.1m of cash outflow related to the completion of the sale of the Eaglescliffe site,

and $20.1m outflow in relation to the acquisition of Alchemy Ingredients Limited.

Net cash outflow used in ﬁnancing activities was $82.4m (2024: outflow $59.8m), up from the

prior year in part due to the Group’s share buyback programme ($53.8m). Movements in debt to

a net inflow of $2.2m, from a net outflow in 2024 of $34.8m, included the repayment of €142m

borrowings as part of the reﬁnancing in May 2025, along with the drawing of a new $110m term,

with a maturity date of May 2029. Dividends paid during the year were $25.3m, compared with

$18.8m in the prior year.

The adjusted cash flow, which excludes the effect of adjusting items from operating cash flow

and is therefore distinct from the statutory cash flow referenced above, is summarised below.

A reconciliation between statutory operating proﬁt and EBITDA is shown in the APMs section.

Adjusted cash flow

2025

2024

Adjusted EBITDA

149.0

141.7

Change in working capital

(21.6)

(1.6)

Capital expenditure

(22.7)

(16.9)

Adjusted operating cash flow

104.7

123.2

Pension payments

(2.3)

(0.6)

Interest

(16.3)

(16.8)

Tax

(22.1)

(26.5)

Adjusting items

(22.3)

(29.0)

Other

(0.7)

0.7

Free cash flow

41.0

51.0

Issue of shares, net of share repurchases

(53.8)

0.5

Dividends paid

(25.3)

(18.8)

Acquisitions and disposals

21.3

–

Discontinued operations

(1.0)

4.8

Currency fluctuations

(10.4)

7.3

Movement in net debt

(28.2)

44.8

Net debt at start of year

(157.2)

(202.0)

Net debt at end of year

(185.4)

(157.2)

Earnings before interest, tax, adjusting items, depreciation and amortisation.

Other includes share-based payments, movement in provisions, movement in derivatives and payment of

lease liabilities.

Adjusted operating cash flow decreased to $104.7m (2024: $123.2m), primarily driven by higher

working capital outflow and higher capital expenditure, partially offset by an improvement in

adjusted EBITDA.

Adjusting items decreased to $22.3m (2024: $29.0m), primarily due to lower amounts paid in

relation to the Fit for the Future restructuring programme, which was completed during the year.

Free cash flow decreased to $41.0m (2024: $51.0m), primarily driven by reduced operating

cash flow, partially offset by lower cash taxes and lower adjusting items.

Acquisitions and disposals includes net cash proceeds received or paid for business acquisitions

and disposals. Acquisitions and disposals increased to $21.3m as a result cash received for

the sale of the Talc business, offset by net of cash paid for the sale of the Eaglescliffe site and

Alchemy acquisition.

Net debt increased to $185.4m (2024: $157.2m), an increase of $28.2m, following the acquisition

of Alchemy and return of cash to shareholders. Net debt to adjusted EBITDA increased to 1.3x in

2025 on a pre-IFRS 16 basis (2024: 1.1x).

Elementis plc

Annual Report and Accounts 2025

Finance report continued

Balance sheet

31 December

2025

31 December

2024

Intangible ﬁxed assets

603.9

585.9

Tangible ﬁxed assets

169.0

338.0

Working capital

132.5

137.4

Net tax liabilities

(74.7)

(68.3)

Provisions and retirement beneﬁt obligations

12.8

(29.4)

Financial assets and liabilities

0.3

3.9

Lease liabilities

(20.4)

(34.7)

Unamortised syndicate fees

3.8

3.7

Net debt

(185.4)

(157.2)

Net assets held for sale

2.1

(22.3)

Total equity

643.9

757.0

Group equity decreased to $643.9m (2024: $757.0m), primarily driven by lower ﬁxed assets and

higher net debt, partially offset the change lower provisions and retirement beneﬁt obligations

from a net liability to a net asset.

Intangible ﬁxed assets increased by $18.0m, primarily due to the acquisition of Alchemy

Ingredients Limited, partially offset by the sale of the Talc business. The decrease in tangible

ﬁxed assets of $169.0m primarily relates to the sale of the Talc business.

Working capital, which comprises inventories, trade and other receivables, and trade and

other payables, decreased by $4.9m. The decrease was driven by the sale of the Talc business,

which resulted in lower inventories and receivables at the end of the year, partially offset by

lower payables.

Provisions and retirement beneﬁt obligations changed from a net liability to a net asset,

primarily due to the sale of the Talc business and utilisation of the restructuring provisions.

Net debt increased primarily as a result of the share buyback, the impact of the foreign exchange

and lower free cash flow, offset by net cash received from acquisitions and disposals.

Net assets held for sale changed from a net liability to a net asset of $2.1m primarily as a result

of the sale of the Eaglescliffe site. The net asset held for sale relates to the Middletown site.

Adjusted ROCE (excluding goodwill) improved to 30% (2024: 29%), reflecting higher adjusted

operating proﬁt offset by higher operating capital employed (see the APMs section for more

detail).

Trade working capital

2025

2024

Days

Inventory

142.9

144.2

152.5

117.1

Trade receivables

68.9

40.8

78.1

36.0

Trade payables and accruals

(88.6)

92.9

(101.0)

77.8

Total trade working capital

123.2

129.6

Average working capital to sales (%)

23.9

23.4

Total trade working capital decreased to $123.2m (2024: $129.6m). The decrease is primarily

driven by the sale of the Talc business, offset by higher inventories post-sale of the Talc business.

The higher post-sale of the Talc business inventories was a result a strategic build up of

inventories to support growth ambitions and improve customer service experiences, as well

as reflecting higher raw material pricing and manufacturing costs.

Foreign currency

The ﬁnancial information is presented in US dollars. The main dollar exchange rates relevant to

the Group are set out below.

2025

2024

Year end

Average

Year end

Average

Pounds sterling

0.74

0.76

0.80

0.78

Euro

0.85

0.89

0.97

0.92

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Pensions and other post-retirement beneﬁts

2025

2024

(19.5)

(23.0)

(2.1)

(1.2)

Other

5.5

5.2

Net (surplus)/liability:

(16.1)

(19.0)

UK plan

The largest of the Group’s retirement plans is the UK deﬁned beneﬁt pension scheme

(“UK Scheme”), which at the end of 2025 had a surplus, under IAS 19, of $19.5m

(2024: $23.0m). The UK Scheme is relatively mature, with approximately two thirds of its

gross liabilities represented by pensions in payment, and is closed to new members.

The decrease in net surplus was largely driven by actuarial losses on the plan. Company

contributions of $nil (2024: $nil) reflect the funding agreement reached with the UK trustees

following the 2023 triennial valuation, which concluded in 2024.

US plan

In the US, the Group reports two post retirement plans under IAS 19: a deﬁned beneﬁt pension

plan with a net surplus at the end of 2025 of $5.4m (2024: $4.6m), and a post retirement medical

plan with a liability of $3.3m (2024: $3.4m). The US pension plans are smaller than the UK plan.

In 2025, the overall surplus on the US plans increased by $0.9m, primarily as a result of employer

contributions of $1.2m (2024: $0.4m).

Other plans

Other pension plans amounted to $5.5m (2024: $5.2m) and relate to pension arrangements for

a relatively small number of employees in Germany, certain UK legacy beneﬁts and one pension

scheme acquired as part of the SummitReheis transaction in 2017.

Financial assets and liabilities

The Group uses cash flow hedges to manage exposure to interest rate and commodity price

risks, particularly those associated with US dollar and euro interest payments and aluminium

pricing. In 2025, interest rate and commodity price movements resulted in a net gain from the

hedge transactions of $4.5m (2024: $4.4m) recycled to the income statement.

Net ﬁnancial assets are represented by net derivative ﬁnancial assets of $0.3m (2024: $3.9m),

which relate to the valuation of various risk management instruments.

Events after the balance sheet date

On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical

manufacturing business to ABF for an enterprise value of c.€34m (equivalent to c.$40m).

Completion of the transaction is subject to customary closing conditions and regulatory approvals

and is expected to occur in Q2 2026.

There were no other signiﬁcant events after the balance sheet date.

Elementis plc

Annual Report and Accounts 2025

Going concern

The Directors are satisﬁed that it is appropriate for the Group and the Company to adopt the

going concern basis of accounting in preparing these Group and parent company ﬁnancial

statements and that there are no material uncertainties impacting the ability of the Group and

Company to continue to operate over a period of at least 12 months from the date of approval

of these ﬁnancial statements.

To support this assessment the Directors produced three models, covering a future period of

three years from the date of these accounts, demonstrating the position of the Group regarding

its two ﬁnancial covenants, net debt/EBITDA and interest cover, at each measurement period for

the 12 months following the date of signing of these accounts and annually thereafter. These

models comprised:

A base case scenario, aligned to the latest Group annual operating plan for 2026, as well as

the Group’s Board approved three-year forecasts

A possible downside scenario that assumes the global economic environment is severely

depressed over the assessment period

A reverse stress test, flexing sales to determine what circumstance would be required to

breach the ﬁnancial covenants

No breaches in the required covenant tests were reported during the year, and under both the

base case and severe but plausible downside scenarios, the Group is expected to remain within

its ﬁnancial covenants throughout the going concern period. The conditions necessary for the

reverse stress scenario to be applicable were deemed to be remote.

The Directors also considered factors likely to affect future performance and development, the

Group’s ﬁnancial position, the current excess liquidity position, the high level of cash conversion

and the principal risks and uncertainties facing the Group, including the Group’s exposure to

credit, liquidity and market risk and the mechanisms available for mitigating these risks.

The Group’s net debt position as at 31 December 2025 was $185m. It has access to a syndicated

revolving credit facility of $250m, which expires in May 2029, and long-term loan facilities of

$50m and $110m which have an expiry date of June 2026 and May 2029 respectively.

The Group had further borrowing facilities available to it, aside from the syndicated revolving

credit facility (“RCF”) and term loans, of over $10m as at 31 December 2025.

In conclusion, after reviewing the base case scenario, the severe but plausible downside scenario

and considering the likelihood of the reverse stress test scenario occurring to be remote, as well

as having considered the uncertainty relating to the Group’s principal risks and the mitigating

actions available, the Directors have formed the judgement that at the time of approving these

consolidated ﬁnancial statements, there are no material uncertainties that cast doubt on

the Group’s going concern status for next 12 months and that it is therefore appropriate to

prepare the consolidated accounts on the going concern basis.

Business viability assessment

The basis of the assessment included a detailed review of strategic and operating plans,

underpinned by three-year ﬁnancial forecasts, including proﬁt and loss and cash flows.

Consideration was given to capital expenditure, investment plans, returns to shareholders and

other ﬁnancial commitments, as well as the Company’s debt-bearing capacity, its ﬁnancial

resources, borrowings and the availability of ﬁnance. No review of business plans and ﬁnancial

forecasts would be complete without a robust assessment of the risks and opportunities in such

planning models and the assumptions used. The review included consideration and discussion

of the materials prepared and presented to the Board by management and its advisers

(where appropriate), as well as additional information requested by the Board.

The Board’s programme of monitoring major risks is an important component of the business

viability assessment and the ﬁnancial impact of the principal risks was modelled over the

three-year period. Business and segment growth scenarios, rate of return on investments,

assumptions on global GDP growth rates, relevant currency rates, and commodity prices in

business plans and ﬁnancial forecasts were all considered, with stress testing on ﬁnancial models

where appropriate. Finally, a review of litigation and tax reports, legal and compliance risks

throughout the year and a formal year-end risk review, ensures that the viability statement is

made with a reasonable degree of conﬁdence.

Principal risks

For each principal risk that is deemed to be both permanent and likely to have a high impact,

a severe but plausible scenario was considered. In making the business viability statement,

the Board reviewed and discussed the overall process undertaken by management and assessed

the outcome of the stress testing carried out using the Board approved three-year ﬁnancial

forecast as the base case. The three-year ﬁnancial forecast considers the Group’s cash flows,

interest cover covenant, net debt/EBITDA covenant, and other key ﬁnancial ratios over the period.

These metrics were assessed against the Group risk register to determine the most impactful

ones to stress test against. Consideration was also given to the potential impact of the Group’s

climate risk scenarios.

Business viability statement

In accordance with the UK Corporate Governance Code provision 31, the Directors have

reviewed the Group’s current position and carried out a robust assessment of the principal

risks and uncertainties that might threaten the business model, future performance, and solvency

and liquidity of the Group, including resilience to such threats, and consider that they have a

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

as they fall due over a period of at least three years. A period of three years was chosen as being

consistent with the Group’s business and ﬁnancial planning models, R&D plans, a number of key

supply contracts and requirements for external borrowing facilities. Regarding accessibility

to ﬁnancing, the term loans have an expiry of June 2026 and May 2029 and the RCF has an

expiry of May 2029. Elementis has, to date, had a very supportive banking syndicate and

due to deleveraging there is now a materially lower requirement for debt ﬁnancing; as such,

the Directors do not believe that there will be any issues in renegotiating lending facilities

when necessary.

Viability and going concern statement

In this section

Foreword

Governance

Materiality

Sustainability strategy

Environment

People

Responsible business

Reporting approach

We have reported with reference to the Global Reporting Initiative

Standards (“GRI”) for the period 1 January 2025 to 31 December

2025, and to Sustainability Accounting Standards Board (“SASB”)

chemicals sector standards.

GRI index: pages 218-219

SASB index: page 220

We continue our internal preparations for compliance to the

upcoming UK Sustainability Reporting Standards (“SRS”).

Elementis plc and all subsidiaries are outside of the scope of

the EU Corporate Sustainability Reporting Directive (“CSRD”).

Unless stated otherwise, data relate to our consolidated entities as

of 31 December 2025. Data for prior years have been re-presented

to exclude the divested Talc operations to ensure year on year

comparability. Figures exclude Alchemy Ingredients, acquired late

in the year, due to limited integration and data availability.

Third-party veriﬁcation

We commissioned TÜV SÜD, an experienced and independent

veriﬁcation body, to verify our 2025 data for GHG emissions

(all Scopes), energy consumption, water withdrawal and waste

generation. GHG emissions were veriﬁed regarding compliance

with the DIN EN ISO 14064 1:2019 standard using a reasonable

level of veriﬁcation. TÜV SÜD’s full veriﬁcation statement is

available on our website.

Our purpose – unique chemistry,

sustainable solutions – is our guide as we

strive to use our expertise to contribute

improved outcomes for the world.

Elevate

Sustainability

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Foreword

With our updated portfolio and freshly focused

strategy, we’ve made some great progress on

sustainability matters this year, setting a strong

foundation for future progress.

Safety and our employee experience remain

in high focus, and we achieved zero lost time

accidents in the year. We have made excellent

progress in reducing environmental impacts,

including reduced GHG emissions and

environmental intensity. We have set new

environmental intensity targets to better reflect

our current operations and our validated SBT.

In product innovation, our focus is to combine

innovative performance with enhanced

sustainability beneﬁts. We think this is

a more effective and value-generative way to

drive towards more sustainable products.

We have introduced sustainable portfolio

assessment to help measure value generation,

and we continue to expand assessment

coverage and integration of this information

into commercial strategy.

We have a strong focus on conducting

business responsibly, and we continue to

improve the visibility and engagement with

suppliers to help support our priorities.

Ensuring stakeholders have access to the

information they need is crucial. Therefore,

we have further expanded our product life

cycle analyses (“LCA”s), and are enhancing

our internal processes in readiness for

updated UK SRS regulations.

As detailed in this report, we are delivering

on more opportunities arising from

sustainability trends. I’m excited to help

us deliver on our potential!

Phil Blakeman

Vice President Global Sustainability

2025 sustainability highlights

Lost time injuries

(2024: 2)

59%

Revenue from natural

and naturally derived

products (2024: 58%)

14%

Lower Scope 1 & 2

emissions vs 2024

4/4

2030 environmental

intensity targets met

(2024: 2/4)

4.04

Gallup engagement

score (2024: 3.91)

57%

Renewable/

low-carbon electricity

(2024: 24%)

Third-party ESG ratings

We believe that transparency on risks, actions and data is crucial to demonstrating

sustainability improvements, and we support various external rating agencies

in their assessment of our performance. In 2025, we obtained EcoVadis Silver,

putting us in the top 9% of companies rated by EcoVadis. Our Carbon Disclosure

Project (“CDP”) disclosure earned a ‘C’ rating and is available on our website. Our

ratings from Sustainalytics, MSCI and FTSE4Good were unchanged from 2024.

Relevant SDGs

EcoVadis

rating

Environment

Social

Sustainalytics

rated

Silver

Medium

risk

Constituent

member

MCSI

ESG rating

Governance

Elevating our

sustainability

performance

As of September 2025, Elementis received an ESG Risk Rating of 25.7 from Morningstar Sustainalytics and was assessed to be at medium risk of experiencing material ﬁnancial impacts from ESG factors. In no event the rating shall be construed as investment advice or expert opinion as deﬁned by the applicable legislation.

Copyright © 2026 Sustainalytics, a Morningstar company. All rights reserved. This report includes information and data provided by Sustainalytics and/or its content providers. Information provided by Sustainalytics is not directed to or intended for use or distribution to India-based clients or users and its distribution to Indian

resident individuals or entities is not permitted. Morningstar/Sustainalytics accepts no responsibility or liability whatsoever for the actions of third parties in this respect. Use of such data is subject to conditions available at www.sustainalytics.com/legal-disclaimers/

The use by Elementis of any MSCI ESG Research LLC or its afﬁliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Elementis by MSCI. MSCI services and data are the property of MSCI or its

information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.

Elementis plc

Annual Report and Accounts 2025

Governance

Governance of Sustainability and climate

Elementis plc has complied with the requirements of UK Listing Rule 6.6.6R(8) by including climate-related

ﬁnancial disclosures consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”)

recommendations and recommended disclosures. The climate-related ﬁnancial disclosures made by

Elementis plc comply with the requirements of the Companies Act 2006 as amended by the Companies

(Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.

Oversight of our material

sustainability topics, strategy,

risks and opportunities, and

progress against targets is at

Board level. Our Board has

a diverse set of skills and

experience, helping to embed

sustainability and climate-

related considerations into our

strategy in a balanced way.

At Board level, the standing CEO’s report

highlights progress in sustainability (including

performance, risks and opportunities relating

to safety and people, environmental and

climate, and ethics and responsible business

topics), with further detailed management

updates provided on a biannual basis.

This year, these included our updated

materiality assessment and our SBT. The

governance of sustainability and climate risks

and opportunities is integrated into our overall

risk management framework, with the Audit

Committee having oversight of our materiality

process and outcomes and climate risk

processes and through management-prepared

materials and internal audit reports.

Our CEO has ultimate accountability for our

strategic response to sustainability, including

climate-related risks and opportunities. The

CEO and ELT approve the programme for

safety and people, environmental and climate,

and ethics and responsible business.

Progress towards our sustainability-related

targets is part of the annual and 3 year

performance objectives of the CEO, CFO and

other senior management roles. ELT members

are responsible for delivering aspects of our

sustainability and climate strategy and

managing related risks and opportunities.

The Board receive regular management

updates from our various sustainability topic

councils (detailed in the following sections).

The ELT provide senior-level support to

these councils as they progress their

respective agendas.

Our topic-speciﬁc

councils help turn

strategy into action.”

Phil Blakeman

Vice President Global Sustainability

Remuneration

Committee

Incorporating

non-ﬁnancial targets

into executive

remuneration

Audit Committee

Monitoring reporting,

internal and external

audit and controls

CEO & Executive

Leadership Team

Responsible for

implementing

Group policies,

risk management

performance,

identifying principal

risks and ensuring

that resources are

allocated for effective

risk management

and mitigation

Sustainability

Topic Councils

Embedding

strategy and action

Working groups

Implementing

improved processes

and actions

Internal Audit

Assurance over the

effectiveness of

mitigating controls

Risk and Control

Management

Monitoring risks and

embedding controls

Board

Overall sustainability- and climate-related risks and opportunity management as well

as provides oversight to management

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Double materiality assessment outcome

Our reporting focuses on material

sustainability-related topics throughout our

value chains. We use the principle of double

materiality to identify these topics, taking into

consideration both impact and ﬁnancial

materiality. The Board is responsible for

ensuring that the outcome of the materiality

process is incorporated into our overall

business strategy. The Audit Committee is

responsible for ensuring that the double

materiality process is conducted appropriately,

and for reviewing the details of material

impacts, risks and opportunities.

We review our materiality assessment

annually. In 2025, we updated our double

materiality analysis to better reflect Elementis

after the divestment of the Talc business.

We also took the opportunity to align our

assessment with the double materiality

methodology described in the EU CSRD.

Based on current scoping thresholds for both

EU-based subsidiaries and third-country

corporate group reporters, Elementis does

not fall into scope of the CSRD. Nevertheless,

we considered it useful to implement its

detailed approach for conducting a double

materiality assessment.

The process for updating our materiality

assessment was as follows. With the support

of consultants Nexio, we screened published

stakeholder information from the full value

chain (including from signiﬁcant customers,

key suppliers, and a selection of peers),

a selection of investor and third-party ratings

frameworks, reporting regulations, and our

own prior materiality assessment and annual

reports to generate a long list of potential

material topics.

We then engaged internal subject matter

experts to consider our entire value chain and

identify which of these topics were potential

or actual impacts and current or anticipated

ﬁnancial risks or opportunities.

With these experts, we scored each impact on

its scale and scope. Negative impacts were

additionally scored on irremediability, and

potential impacts were additionally scored on

likelihood. Financial risks and opportunities

were scored on gross magnitude and

likelihood and made consistent with our

enterprise risk process scoring.

Finally, the scores for each topic were

compared to the materiality threshold agreed

with our CFO and Audit Committee – this

threshold assigned a higher weighting to

negative impacts. The process and outcome

of this assessment were reviewed by the ELT

and the Board. The Audit Committee reviewed

additional detail on the process and outcome,

including changes from our prior assessment.

Additionally in 2025, we engaged Deloitte to

assess the limited assurance readiness of our

materiality process. This has provided a solid

basis for future non-ﬁnancial assurance.

The materiality outcome is summarised in the

table. As a specialty chemicals manufacturing

business, climate, other environmental topics,

resource flows and our own workforce are

material. Certain environmental and human

rights topics in our supply chains are material.

Because our additives may also be part of a

ﬁnished consumer good, some downstream

topics are also material.

Material impacts, risks & opportunities

(summarised at sub-topic level)

Impact

materiality

Financial

materiality

Environment

Climate change adaptation

Climate change mitigation

Energy

Pollution of air, water, soil

Substances of concern/very high concern

–

Water

Biodiversity loss – land use change & degradation

Resource inflows

Resource outflows

–

Waste

–

Social

Working conditions – own workforce

Equal treatment and opportunities – own workforce

Data privacy – own workforce

Working conditions – value chain workers

Equal treatment and opportunities – value chain workers

–

Forced or child labour in the full value chain

Community economic, social and cultural rights

–

Consumer safety

Consumer & end user access to product and company information

Addressing sustainability demands across diverse markets

–

Governance

Corporate culture

–

Animal welfare

–

Supplier engagement and management

Anti-corruption and bribery

Trade sanctions and export controls

–

Negative potential or actual impact

Positive potential or actual impact

Current or anticipated ﬁnancial risk

Current or anticipated ﬁnancial opportunity

Materiality

Songjiang, China

Elementis plc

Annual Report and Accounts 2025

Sustainability strategy

Sustainability

elevating Elementis

Sustainability opens new

opportunities for us to

accelerate growth. We

capture these opportunities

by responsibly leveraging our

core strengths while lowering

our negative sustainability-

related impacts and risks.

In this way we: become the

ﬁrst choice for our customers;

lower our environmental and

social negative impacts; lower

our resource use; and ensure

we are a safe, engaging place

to work.

Sustainability and our core strengths

Hectorite

A natural mineral, hectorite brings high

rheological performance to many of our

product lines, allowing our customers to use

fewer resources and materials while unlocking

exceptional in-use performance for end

products. We responsibly access hectorite

from our mine in California, US (see page 74).

Rheology

Our expertise allows us to design additives

that alter the rheological properties of a wide

variety of formulations. Importantly, we can

tailor our additive solutions to help enable

customers to deploy more sustainable

formulations, such as water-based instead

of solvent-based, or to use safer chemicals.

Formulation

By using our expertise in rheology, we help

our customers create high-performing

formulations and products that improve in-use

efﬁciencies. For example, smooth and even

flow improves application efﬁciency of

products from sunscreen to paints.

An increased thickening power improves the

stability of adhesives even before they dry and

cure, lowering waste. These effects mean

end-users can save on resources, materials,

time and money.

Improving our sustainability

In March 2025, we received validation for

our GHG emission reduction target from the

SBTi (see page 64). Our SBT helps us focus

our actions on our largest emission hotspots.

Our operational environmental intensity

targets, support our energy and resource

efﬁciency improvement activities.

To help shape our future product portfolio, we

continue to expand both sustainability portfolio

assessments and LCAs. These tools support

our customer communications and help

capture opportunities by quantifying the

sustainability beneﬁts our new products can

bring. We also are working to improve

management of supply chain ESG risks

through a combination of risk assessment

and direct supplier engagement.

We cannot deliver our strategy without our

people, and we continue to look after them

with our comprehensive safety improvement

programme and employee engagement

initiatives, and by ensuring everyone can

beneﬁt from our employee value proposition of

‘Connect, Grow and Make an Impact’.

We are committed to conducting our business

safely, responsibly and in compliance with all

applicable laws. We require our business

partners to operate similarly. Our corporate

values and global Code of Conduct guide

our actions and decisions. We respect

internationally recognised human rights –

our Board of Directors approves our annual

Modern Slavery transparency statement,

available on our website. We support the

United Nations Sustainability Development

Goals (“UN SDG”) and are a signatory to the

United Nations Global Compact (“UNGC”) –

our annual communication on progress is

available on their website.

Reducing our GHG emissions

per revenue intensity

Since 2019, Elementis has transformed our

portfolio, divesting non-core businesses

to become a focused specialty chemicals

business. Through a combination of

divestment, decarbonisation and energy

efﬁciency, our combined Scope 1 & 2

(market-based) emissions intensity per

dollar revenue improved from 400 in 2019

to 94 in 2025. This is driven by an 84%

drop in our Scope 1 & 2 (market-based)

emissions – from 349,288 to 56,385 tonnes

e – while revenues only shrank 31%

during this period.

400

439

316

287

104

Annual GHG/m$ revenue intensity

2019

2020

2021

2022

2023

2024

2025

Divestment and acquisitions

We divested our Talc business in 2025

and our Chromium business in 2023.

The graph on this page includes divested

businesses to illustrate divestment impacts.

However, for the rest of this report we

have re-presented non-ﬁnancial data

to cover consolidated entities as of

31 December 2025.

We acquired Alchemy Ingredients in

November 2025. A preliminary assessment

indicates it has a non-material contribution

to our non-ﬁnancial data. We have excluded

Alchemy data from this year’s non-ﬁnancial

report while we integrate the business.

Elementis plc

Annual Report and Accounts 2025

Strategic

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Corporate

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Financial

Statements

Shareholder

Information

Lowering negative impacts on the environment is

a critical part of a sustainable society. At Elementis,

we are committed to playing our part to ensure

a sustainable future for people and the planet.

We are committed to minimising the impact we have on the environment in our operations

and our entire value chain.

We plan to achieve this by minimising GHG emissions and ensuring resources are used

as efﬁciently as possible. We also work to mitigate risks and take opportunities arising

from concerns related to climate change, chemical pollution and toxicity, and resource

consumption. We expect our suppliers to have the same approach, and we work with

them to ﬁnd ways to deliver better products for our customers.

2025 Environment highlights

Combined Scope 1 & 2

(market-based) (tCO

-14%

vs 2024 SBT baseline

Waste sent to third parties

intensity (m

/tonne production)

-17%

vs 2019 baseline

Energy from fuels intensity

(GJ/tonne production)

-29%

vs 2019 baseline

Electricity from renewable/

low carbon sources (%)

57%

(2024: 24%)

Water withdrawal intensity

/tonne production)

-22%

vs 2019 baseline

Number of 2030 environmental

intensity targets achieved

4/4

(2024: 2/4)

Environment

CASE STUDY

Our ﬁrst on-site

solar power installation

As part of a multi-year investment

in upgrading and improving site

operating efﬁciency, Anji, China

became the ﬁrst Elementis site

to install rooftop solar panels.

Working with a local partner, roofs

were strengthened and panels

installed with zero capital cost to

Elementis. We purchase the power

at a discounted price, with any

unused power sold back to the

grid by the local partner.

17%

of Anji site electricity generated by

on-site solar in 2025

Elementis plc

Annual Report and Accounts 2025

Targets

We have made excellent progress against the

minimum linear pathway for our SBT, despite

increased production volumes. Scope 1 & 2

beneﬁtted from increased clean electricity

purchases and energy efﬁciency gains. Our

Scope 3 emissions reduced in line with our

SBT target. See page 70 for further details.

We met all four of our environmental intensity

targets in 2025 (2024: two). Even though

tonnes production increased by 7.6%, energy

from fuels, water withdrawn and waste

generated all dropped in absolute terms

compared to 2024, reflecting the excellent

work of our site teams and resulting in lower

intensities per tonne of production.

With good progress made, signiﬁcant

divestments, and changes at sites, we have

updated our environmental intensity targets.

Future reports will use a 2024 baseline year

(currently 2019) and a 2034 target year. With

our SBT driving our decarbonisation plans,

we will no longer set a GHG intensity target.

To reflect the importance of electricity in our

future energy mix, we will change our energy

from fuels intensity target to total energy

intensity. Water withdrawal and waste sent to

third parties also remain material topics for us.

Our new intensity targets are to reduce:

total energy used by 25%

water withdrawals by 20%

waste sent to third parties by 35%

per tonne production by 2034, from a 2024

baseline.

2025 saw good performance against these

new targets. The tables on pages 214-215

show the year-on-year performance.

Baseline

Target

-59%

2025

2034

2024

Baseline

Target

-35%

2034

2024

2025

Water withdrawal

/tonne production)

Scope 1 & 2

(tCO

e/tonne production)

Energy from fuels

(GJ/tonne production)

Waste

(tonne/tonne production)

Reduction in Scope 1

& 2 GHG emissions

Reduction in Scope 3

GHG emissions*

-20%

-14%

-3%

-12%

-8%

-11

0.4

Baseline

0.58

Target

0.43

2025

2030

019

5.2

Baseline

7.23

Target

5.78

2025

2030

019

0.13

Baseline

0.161

Target

0.145

2025

2030

019

9.2

Baseline

11.82

Target

10.63

2025

2030

019

Performance (% change vs 2024 and historic performance chart from baseline year)

25%

combined Scope 1 & 2

(market-based) emissions

10%

water

withdrawal

20%

energy

from fuels

10%

waste sent to

third parties

2030 environmental intensity targets

59%

Reduction in

Scope 1 & 2 emissions

35%

Reduction in

Scope 3 emissions*

Science-based target

Only the Scope 3 emission categories included in

our SBT – see table on page 64.

Elementis plc

Annual Report and Accounts 2025

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Corporate

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Financial

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Information

Environment continued

Environmental governance

The Board oversees our environment and

climate-related strategy and reviews progress

against our climate targets with quarterly

written updates. The Audit Committee has

oversight of our climate-related risks and

opportunities process through management-

prepared materials.

The Vice President Global Sustainability drives

our overall environmental sustainability

strategy, providing the Board and ELT with

formal updates biannually, and chairing the

Environmental Sustainability Council (“ESC”).

The ESC meets monthly, reviewing progress

and identifying further actions on

environmental and climate-related topics.

Climate

We are committed to addressing our

contribution to climate change by reducing

GHG emissions from our operations and

supply chains, and by improving the

environmental footprint of our products with

innovative designs. We also work to make our

operations and supply chains more resilient

and agile to minimise disruption from the

uncertain localised effects of climate change.

Our ambition is to reach Net Zero by 2050 at

the latest.

Additional details on our SBT

Target set

Target progress

Target details

GHG emissions

reduction target

Target

year

Target

reduction

(%)

Target

emissions

(t CO

Progress

(%)

Progress

(t CO

Base

year

Base year

emissions

(t CO

Biogenic

Gases covered

Scope 3 categories covered

Fraction of

Scope emissions

included (%)

Scope 1 & 2

(market-based)

2034

58.8

27,019

14.0

9,196

2024

65,581

, CH

, N

HFCs, PFCs, SF

, NF

–

100

Scope 3

2034

35.0

234,129

3.3

11,883

2024

360,199

, CH

, N

HFCs, PFCs, SF

, NF

Purchased goods;

Upstream transport and

distribution; Waste generated

80.1

Validated Science-Based Target

In March 2025, we received validation of our

SBT from the SBTi. Our SBT ensures that

our emission reduction activities align with

the 2015 Paris Climate agreement, and

supports us in taking further action to

access opportunities arising from the

climate transition.

Our SBTi validated SBT is as follows:

Elementis plc commits to reduce absolute

Scope 1 & 2 GHG emissions 58.8% by

2034 from a 2024 base year.

Elementis plc also commits to reduce

absolute Scope 3 GHG emissions

covering purchased goods and services,

upstream transportation and distribution

and waste generated in operations 35%

within the same timeframe

The table below provides more detail.

Performance against our SBT is

incorporated into the remuneration package

for our CEO, CFO and other senior

executives (see pages 124-125).

Our plans to achieve our SBT are detailed

on pages 65-66. In 2025, we lowered Scope

1 & 2 emissions by 14.0%. Scope 3

emissions decreased by 3.3%. For more

details on our progress, see pages 63-65.

A validated SBT ensures

we are working to secure

sustainable growth,

elevating Elementis through

better products and

improved impacts.”

Luc van Ravenstein

CEO

Anji, China

Elementis plc

Annual Report and Accounts 2025

Climate transition strategy

Our priority is to minimise emissions in line

with our SBT and Net Zero ambition before

using high-quality carbon credits for remaining

hard-to-abate emissions.

Scope 1 reduction

Each of our facilities is different, and each has

developed a high-level ten-year plan identifying

individual projects that could be executed to

partially or fully decarbonise speciﬁc processes

or equipment. Identiﬁed levers include energy-

efﬁciency improvements, such as heat

recirculation, equipment electriﬁcation, and

limited use of renewable fuels (such as hydrogen

and biofuel). We must lower our Scope 1

emissions by around 32% through a combination

of these levers to meet our SBT (assuming 100%

low-carbon electricity). 95% of our Scope 1

emissions are associated with natural gas, mainly

used to dry our products, and generate steam to

heat reactions. Page 66 indicates some of the

exploratory actions we are taking at our

Livingston, UK facility.

Scope 2 reduction

We plan to maximise certiﬁed renewable

electricity purchases within the timeframe of

our SBT. This is especially important given that

we think electriﬁcation of fossil-fuel-based

processes is a key opportunity for Scope 1

reductions. We are actively investigating

options for power purchase agreements and

renewable electricity certiﬁcates for our Taloja,

India facility. This year, we have secured

Renewable Energy Certiﬁcates (“RECs”) that

cover 100% of our US electricity consumption,

and Green Electricity Certiﬁcates (“GECs”)

that cover 100% of electricity consumption

at our Anji, China facility. Taiwan – which

represents 14% of our remaining Scope 2

(market-based) emissions – is currently the

most challenging market for us to access

high-quality, affordable zero-emission

electricity certiﬁcates.

Scope 3 reduction

Our plans to reduce Scope 3 emissions

include increasing our use of bioderived

chemicals instead of petrochemicals, further

optimising our transport networks, and

minimising or repurposing our waste. We also

plan to increase our engagement with key

suppliers to collaborate on ways to reduce

emissions from speciﬁc supply chains. This

includes utilising supplier-speciﬁc product

carbon footprint data for the goods and

services we purchase. We are also dependent

on the decarbonisation of certain industry

sectors, such as transportation and chemicals.

Our emission reduction plans are further

dependent on our production volumes and

mix. Volume sensitivity can be minimised by

focusing on solutions which create large

reductions in emissions. Mix effects can be

minimised by focusing efforts on the products

and value chains in our business strategy that

have the highest volumes and growth.

Elementis enhances product

sustainability with lower-impact

materials, bio-based

solutions and more efﬁcient,

low-emission manufacturing.”

Nuno Barbosa

Director, Coatings R&D

% reduction

-59%

Zero-emission

electricity

Fuel

efﬁciency

Electriﬁcation

Renewable

fuels

% reduction in Scope 1 & 2 (market-based) emissions

2024

seline

2034 SBT

% reduction

-35%

2024

Baseline

Product design

& sourcing

choice

Chemical

industry

change

Transport

network

optimisation

Transport

industry

change

Elementis

waste

reduction

2034 SBT

% reduction in Scope 3 emissions

Elementis plc

Annual Report and Accounts 2025

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Corporate

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Achieving our Net Zero ambition

Beyond our SBT and heading towards

Net Zero emissions, we recognise that

to decarbonise more of our own high-

temperature processes – and those at our

suppliers – our transition is increasingly

dependent on commercialisation of new

technologies coupled with robust emission

attribute certiﬁcate schemes. We would need

such technologies and schemes to be

available in the global locations where we

operate in order to meet the emissions

reductions required for a science-based

Net Zero target under the SBTi framework

(itself currently undergoing a refresh).

We follow technology and certiﬁcate scheme

evolution via various forums and industry

networks. Because these technologies and

certiﬁcate schemes are not yet mature, we

take a pragmatic position, where our SBT

drives our medium-term actions to lower

emissions in line with the Paris agreement,

while also allowing time for new technologies

and standards outside our control to

develop further.

We expect our Net Zero ambition to cover

Scope 1 & 2, and we leave open the possibility

of including Scope 3 as our approach, global

markets and international standards evolve.

Climate scenarios

To help us with our climate planning,

we conducted an annual climate scenario

analysis. We use climate scenarios deﬁned

by the Network for Greening the Financial

Systems (“NGFS”). NGFS is internationally

recognised for its work to advance

climate science and contributes to the

Intergovernmental Panel on Climate Change

(“IPCC”). NGFS has deﬁned seven future

scenarios that explore possible economic

and ﬁnancial impacts of climate change.

We selected three of these scenarios for

analysis – Net Zero 2050 (“NZ”), Delayed

Transition (“DT”) and Current Policies (“CP”).

NZ and CP represent very clear outer

boundaries of climate futures, allowing us to

clearly differentiate how we consider risks.

We expect DT to be a more likely description

of the future than NZ or CP. These scenarios

are summarised in the table below. We used

the latest NGFS update (November 2024) in

our scenario analysis.

We annually review our material climate risks

with internal functional leaders, informed by

the different climate scenarios. This allows

us to identify new or obsolete risks. It also

allows us to create a comprehensive picture

of potential climate-related risks and

opportunities in each scenario, and the

dynamics over three time horizons: short term

(2026-2028, our three-year business plan

period); medium term (2029-2034, covering

our SBT timeframe); and long term (beyond

2035, reaching our 2050 Net Zero ambition).

With the functional leaders, we also assess the

impact of these risks over these time horizons

in each of the three climate scenarios using

our enterprise risk scoring framework.

Investigating future Scope 1 reduction options

Strategically important, our Livingston, UK

facility manufactures a wide range of our

core product lines, including hectorite-

related products. The facility is already

running on low-carbon electricity and

has a well-established energy efﬁciency

programme. But to help reach our SBT,

we must replace natural gas consumption

with alternative technologies. It is the ideal

location for our investigation of different

decarbonisation technologies. Some of the

options we are exploring include:

1) Process electriﬁcation

We are undertaking a feasibility study

with our technology partner Exergy3 to

introduce electro-thermal energy storage.

This would supply high-temperature heat

on demand from electrical energy stored

in a ceramic module. The technology

would allow us to time-shift energy use

to when electricity is lowest-carbon and

lowest-cost.

2) Biogas

We are working to understand cost,

certiﬁcate quality and GHG accounting

rules related to the purchase of biogas

certiﬁcates.

3) Hydrogen

The facility is in an area where potential

hydrogen infrastructure is in development.

We have joined a consortium convened by

Scottish Gas Networks to help us monitor

developments.

We expect we need to deploy a

combination of these technologies – and

others – to reach Net Zero, with different

technologies and timeframes applicable

across our global locations. By investigating

proactively, we increase our ability to make

decisions in good time, and scale suitable

technologies across Elementis facilities.

Environment continued

Livingston, Scotland

Elementis plc

Annual Report and Accounts 2025

We initially assess climate risks through a

global perspective before bringing in sector-

speciﬁc or geographically local considerations

as necessary. Why they are important to us,

our risk assessment score and our strategy

to mitigate them are described in this section.

These impacts should not be considered as

forecasts – we use these calculations to

understand a range of potential futures and

use them to inform our strategy and tolerance

to different climate risks.

Overall, our short- and medium-term planning

includes actions to ensure we take climate-

related opportunities and manage risks,

including in:

Marketing, to allow early identiﬁcation

of customer and consumer trends

and opportunities

Our innovation pipeline and supply chain

management, to deliver new products

with both improved performance and

sustainability impacts

Operational activities, such as energy-

efﬁciency and decarbonisation projects

Climate change is one of the deﬁning challenges we are facing this

decade. In operations, we are focusing on energy, water, and waste

efﬁciency improvements to contribute to minimising climate change risks.

Climate change could have profound impacts on ecosystems, health,

infrastructure, and the economy.”

Sílvia Pancotti

Plant Manager (Palmital, Brazil)

NGFS scenario descriptions

Characteristic

Net Zero 2050

Delayed Transition

Current Policies

Summary

Limits global

warming to 1.5°C

through stringent

climate policies

and innovation,

reaching Net Zero

emissions

around 2050.

Global annual

emissions do not

decrease until 2030.

Strong policies are

then needed to limit

warming to below

2°C. Negative

emissions are limited.

Only currently

implemented policies

are preserved,

leading to higher

physical risks.

Policy ambition

1.4°C

1.6°C

3°C+

Policy reaction

Immediate and

smooth

Delayed

None

Technology change

Fast

Slow then fast

Slow

Carbon

sequestration

Medium then

high use

Low then

medium use

Low use

Regional policy

variation

Medium

High

Low

Material climate-related risks

Risks

Carbon pricing

Raw material supply/prices

Access to renewable electricity

Water scarcity

Extreme weather events

Customer demands

Consumer trends

Investor demands

Energy prices

Also provide us with opportunities

Based on this assessment, we believe our

strategy is fundamentally resilient to market

dynamics in different climate scenarios

(including a 1.5°C Net Zero scenario)

over the short, medium, and long term,

and provides a solid foundation to capitalise

on climate-related opportunities.

Risk management

Our climate risk management approach

is incorporated into our enterprise risk

management framework (detailed on pages

40-43). All climate-related risks identiﬁed are

included in our Group risk register. Some of

these climate risks (for example, extreme

weather events) also contribute to speciﬁc

principal risks.

The Audit Committee and Board have

oversight of our climate risk and internal

controls through management-prepared

materials. Our CEO is responsible for our

strategic response to climate-related risks

and opportunities.

To ensure we do not over- or under-emphasise

climate-related risks in relation to other

enterprise risks, we use the same risk impact

scoring framework as for our enterprise risks.

We annually reassess our climate-related risks

under each scenario and timeframe with our

functional leaders. Risk mitigations are

monitored by the ELT and delivered by

ESC-coordinated working teams or directly

by functional teams.

The divestment of the Talc business in

May 2025 had minimal impact on the

outcome of our climate risk assessments.

Metrics and targets

We have a range of established metrics and

targets that we use to address our climate-

related risks and opportunities. The table on

page 71 shows which of these are relevant for

each of our climate-related risks.

Elementis plc

Annual Report and Accounts 2025

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Corporate

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Information

Consumer trends

Investor demands

Description and potential impacts

Consumers change buying habits to lower-

consumption or to lower-impact products than

we offer, resulting in lower revenues. Additionally,

technology or regulatory developments may

alter the consumer market for certain end-use

applications that contain our products. For example,

we see opportunity for biobased products due to

increased consumer demand for increased natural

(non-fossil) content.

Conversely, our organoclay additives for fossil

fuel drilling applications can have medium- and

long-term exposure to lower demand for fossil

fuel. In 2025, this business comprised 7.8% of our

revenues (2024: 7.2%). In the scenarios, primary

energy demand from fossil fuels drops 29% (DT)

and 59% (NZ) by 2040, decreasing further in later

years. Positively, we also see opportunities for these

products in drilling for clean geothermal energy.

Strategic mitigations

Innovate to ensure we are well positioned

to address new market trends

Target growth opportunities in application areas

not exposed to fossil fuel consumption

Further increase our naturally-derived content

in products

Description and potential impacts

As part of their own climate response and portfolio

management, our investors place capital in

companies with better sustainability and climate

credentials, increasing our cost of capital or

potentially limiting our capability to invest in the

business. Conversely, if we are better than other

companies for climate and sustainability, we may

attract more investment and a lower cost of capital.

Strategic mitigations

Clearly describe how our business strategy

responds to commercial opportunities driven by

climate change

Clear disclosure of our climate risk mitigation

strategy, metrics and progress

Progress on our SBT and strategies to achieve

our Net Zero ambition

Engage with investors and third-party rating

agencies to ensure we are fairly assessed

on ESG

Impact scores are estimated using the same criteria as deﬁned in our corporate risk process.

Carbon pricing

Customer demands

Description and potential impacts

A high carbon price on our direct emissions is

introduced in the NZ and DT scenarios. For each

scenario, we use the average carbon pricing from

the three NGFS models multiplied by our assumed

emissions to give us a theoretical cost of carbon.

Assuming we decarbonise Scope 1 & 2 in line with

our SBT, this gives a highest theoretical annual cost

of $16m around 2030 (NZ) or $4m around 2035

(DT), before decreasing in later years. The impact

score table shows scores assuming we follow our

SBT pathway.

If we do not decarbonise at all and our emissions

grow linearly at 1.5% of 2024 levels, the annual

cost could reach $32m (NZ) or $14m (DT) by 2035,

and continues to increase in later years.

Additional costs would also be expected from our

suppliers passing on any such carbon pricing to

which they are subject.

Strategic mitigations

A validated SBT supports our continued emission

reduction actions

Continue energy-efﬁciency and decarbonisation

projects

Increase low-carbon electricity purchases

CAPEX investments

Product pricing adjustments

Description and potential impacts

As part of their own climate response and to lower

their own Scope 3 emissions, our customers

preferentially source products with lower climate

impacts than we offer, resulting in lower revenues.

We are asked about our climate strategy

and product carbon footprint by customers

spanning all sectors and geographies that we serve.

Therefore, we see opportunities for lower-impact

products from both our current portfolio and our

innovation pipeline (such as biobased products),

regardless of the scenario.

Conversely, not meeting customer expectations,

even in the short term for all scenarios, brings

a high risk of limiting our business.

Strategic mitigations

Climate and sustainability beneﬁts described

in our product marketing

New product innovations

Our validated SBT helps us reduce

GHG emissions across all emission Scopes

Increase coverage of product LCAs

Risk type: Transition

Scenario

Impact score

in horizon

Short

Medium

Long

Scenario

Impact score

in horizon

Short

Medium

Long

Scenario

Impact score

in horizon

Short

Medium

Long

Scenario

Impact score

in horizon

Short

Medium

Long

Environment continued

Elementis plc

Annual Report and Accounts 2025

Impact scores are estimated using the same criteria as deﬁned in our corporate risk process.

Energy prices

Description and potential impacts

A high energy price causes a signiﬁcant increase

in operating costs, making us uncompetitive.

Energy prices increase in all scenarios, with natural

gas becoming relatively more expensive compared

with electricity in the long term (especially in the

DT and NZ scenarios).

Electriﬁcation is a key lever for our decarbonisation

strategy. In the DT scenario, assuming that by 2035

we electrify 50% of our natural gas consumption:

(a) if it is twice as energy efﬁcient, operating energy

costs are 8% higher compared to remaining with the

same energy mix as in 2024; (b) if it is three times

as energy efﬁcient, energy costs are 3% cheaper

by 2035; and (c) if there is zero gain in efﬁciency,

energy costs are 43% more expensive by 2035.

Strategic mitigations

Energy purchase strategy that balances spot,

hedged and contracted purchases

Management of energy supplier contracts

Energy efﬁciency projects, including equipment

upgrades and process optimisations.

Risk type: Transition

Risk type: Transition and Physical

Access to renewable electricity

Description and potential impacts

Access to renewable/low-carbon electricity is

crucial for us to progress our emission reduction

plans. If demand outstrips supply, we may ﬁnd it

too costly to use renewable electricity, impacting

our competitiveness. In addition, local market

structures may not enable cost-effective purchases,

such as we currently experience for our Hsinchu,

Taiwan facility.

Strategic mitigations

Investigate renewable/low-carbon electricity

supplies with multi-year contracts

Assess opportunities to build additional capacity

exclusively for our use

Purchase a mix of renewable and nuclear

emission certiﬁcates to secure low-carbon

electricity at a balanced price

Scenario

Impact score

in horizon

Short

Medium

Long

Scenario

Impact score

in horizon

Short

Medium

Long

Raw material supply/prices

Description and potential impacts

Key raw materials have lower availability (leading to

higher prices) due to a) low availability of and/or high

demand for materials with lower carbon footprints,

or b) climate-related weather disruptions in the

supply chain (for example, production interruption

or logistics challenges). This could damage our

ability to fulﬁl orders, potentially lowering revenues

or increasing our cost base, particularly in the long

term under the CP scenario.

Strategic mitigations

Qualiﬁcation of multiple suppliers

Inventory management

Encourage climate resilience actions at

key suppliers

Scenario

Impact score

in horizon

Short

Medium

Long

We are reducing energy consumption and emissions through targeted

equipment upgrades, process optimisation, and improved monitoring.

These efforts are already delivering measurable improvements. We will

keep building on this momentum by investing in long-term solutions that

strengthen sustainability and drive a more efﬁcient operation to deliver

lasting value.”

Scott McLean

Continuous Improvement Engineer (Livingston, UK)

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Impact scores are estimated using the same criteria as deﬁned in our corporate risk process.

Water scarcity

Extreme weather events

Description and potential impacts

Our sites could be disrupted by lack of access to

clean, fresh water for manufacturing products,

leading to delayed order fulﬁlment and potentially

lower revenues.

We assess each of our sites for physical risks,

in discussion with local site leaders. Our sites in high

water stress locations are already designed with

this risk in mind. Due to this built-in resilience and

the location of our sites, we envisage low impacts

across all scenarios, even in the longer term.

Strategic mitigations

Projects to minimise water withdrawal and

improve water and effluent management

Five sites have access to their own on-site

borehole as primary water supply

Description and potential impacts

Elementis sites could be disrupted or damaged due

to weather-related factors, leading to delayed order

fulﬁlment and potentially lower revenues, while

increasing our cost base for repairs/prevention.

We assess each of our sites for extreme weather

risks in discussion with local site leaders. None of

our sites are exposed to riverine flood risk or

coastal erosion – our main risks come from storms

and temperature extremes. Sites are already

designed with these risks in mind. In the long term,

we see potential for increased impacts in CP and

DT scenarios.

Strategic mitigations

Continuous investment in maintenance and

extreme weather adaptations at sites

Ability to manufacture products at more than

one location

Supply chain and inventory management to

cover shorter-duration disruptions

Risk type: Physical

GHG emissions

Our priority is to reduce absolute levels of

emissions – which is better for the planet and

all our stakeholders – and this is a focus of

our climate strategy to be Net Zero by 2050.

Our SBT helps keep our focus on emission

reductions over the medium term. Our GHG

emissions footprint is detailed on pages 72

and 213-214.

Overall, our combined Scope 1 & 2

(market-based) emissions decreased by

14.0% vs 2024, ahead of the linear reduction

path (5.9% of 2024 baseline emissions per

year) deﬁned by our SBT. This was driven

by: (a) increased purchases of low-carbon

electricity certiﬁcates; (b) the use of renewable

biodiesel at our mine in Newberry Springs,

US; and (c) energy efﬁciency projects.

We saw a 4.1% decrease in Scope 1 emissions

vs 2024, primarily due to 2.9% lower natural

gas consumption across multiple sites as our

focus on efﬁciency brings results, and the use

of renewable biodiesel at our hectorite mine.

Our Scope 2 (market-based) emissions

decreased by 27.7% vs 2024 (location-based

emissions decreased by 2.4%). We

signiﬁcantly expanded our purchases of

renewable electricity to all sites in the US and

Anji, China. Anji also beneﬁtted from our ﬁrst

installation of installed rooftop solar panels.

These dynamics mean our combined

Scope 1 & 2 (market-based) emissions

intensity decreased 20.1% to 0.41 tCO

e/tonne

production (2024: 0.51), meeting our

2030 target.

Elementis is not in scope of any government-

mandated emission trading schemes (“ETS”s).

Scope 3 categories included in our SBT

are Purchased Goods (raw materials and

packaging only), upstream transport and

distribution, and waste generated. Our 2025

emissions for these categories were 3.3%

lower compared with 2024. This is close to the

linear reduction path (3.5% of 2024 baseline)

deﬁned by our SBT. Our single largest

contributor is purchased aluminium ingots

used in our antiperspirant actives, with

75,176 tonnes CO

e (2024: 76,074).

Emissions from Purchased Goods decreased

2.0% vs 2024 – despite a 7.6% increase in

production volumes in the year. Upstream

transport and distribution emission decreased

15.3% vs 2024. Waste Generated emissions

were 4.7% higher vs 2024. We employed

a consistent calculation methodology,

meaning these performances are due to

a combination of product mix, operational

efﬁciency improvements, and global system

changes reflected in database-sourced

emission factors.

Our Scope 3 breakdown can be found on

pages 72 and 213-214. Our GHG emissions

methodology summary can be found on

page 212, and a more detailed document

is available on our website.

In 2026, we plan to continue our energy

efﬁciency projects (see page 71) and continue

to investigate emerging Scope 1 reduction

options (see page 66). For Scope 2 reduction,

we will also make further progress on our

strategy to procure increased amounts of

renewable or low-carbon electricity in our Asia

sites. This is particularly important for Taloja,

India, which is our single largest contributor to

our Scope 2 emissions. For Scope 3

reduction, we continue to focus on our key

emission hotspots, such as reducing the

contribution of aluminium, introducing

innovative biobased raw materials and

improving transport efﬁciencies.

Scenario

Impact score

in horizon

Short

Medium

Long

Scenario

Impact score

in horizon

Short

Medium

Long

Environment continued

Elementis plc

Annual Report and Accounts 2025

Climate-related targets and metrics

Climate-related risk

SBT

2030 intensity target

Business metric

Scope 1 & 2

GHG emissions

Energy

from fuels

Water

withdrawn

Waste sent to

third parties

Renewable

electricity

Natural content

of products

New products

launched

Carbon pricing

Customer demands

Consumer trends

Investor demands

Raw material supply/prices

Access to renewable electricity

Energy prices

Water scarcity

Extreme weather events

Related emission scope

1, 2, 3

1, 2

Additional information

Page 64

Page 70

Page 71

Page 73

Page 74

Page 71

Page 39

Page 27

Energy

We recognise that responsible usage of

energy (whatever the source) reduces

demands on resources and infrastructure

and helps lower our costs and emissions.

We have set a target to reduce the intensity

of our energy use (see page 63).

In 2025, 95% of our energy from fuels came

from natural gas (2024: 93%), primarily used

for steam generation and product drying.

In 2025, sites continued to improve energy

efﬁciency, for example:

Our Anji, China site, became our ﬁrst site

to install rooftop solar panels. Since being

connected in April 2025, the panels have

generated 412 MWh of electricity, 17% of

the site’s total electricity consumption

Anji also replaced a biomass boiler

with a more efﬁcient, less polluting

natural gas boiler

An upgrade to a heat exchanger on a large

dryer flue in Livingston, UK was completed

in May 2025, and is estimated to deliver 964

MWh of natural gas savings annually

Ludwigshafen, Germany became our

ﬁrst site to be certiﬁed to ISO 50001 for

energy management

In total in 2025, we spent $705,744 of

CAPEX on energy-efﬁciency projects

(2024: $252,855).

Our total energy usage was 4.1%, lower in

2025 compared with 2024, primarily due to

our energy efﬁciency programme delivering

5.8 MWh lower natural gas use, spread across

most sites, coupled with a further 0.8 MWh

reduction in electricity consumption.

Our energy from fuels intensity decreased by

12.1%, meeting our 2030 target. As well as

the contributions listed above, other gains

came from came from operational efﬁciency

improvements at St. Louis, and a full year

of impact from the closure of our site in

Middletown, US.

Renewable electricity made up 57.4% of

our total purchased electricity during 2025

(2024: 23.7%) as we expanded REC purchases

in the US and GEC purchases for Anji, China.

We continue to assess opportunities to

increase our purchase of renewable electricity

at our remaining sites.

Examples of how we plan to improve energy

efﬁciency further in 2026 include replacing an

old diesel-fuelled boiler with a more efﬁcient

natural gas boiler in Hsinchu, Taiwan, a second

biomass boiler to be replaced with a more

efﬁcient natural gas boiler in Anji, China, and

improved steam condensate recovery at

Livingston, UK.

Additional detail on quantiﬁed energy data

can be found on pages 72 and 214.

Anji, China

Elementis plc

Annual Report and Accounts 2025

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GHG emissions and energy

2025 GHG emissions by Scope

SBT Scope 3 categories

A. Purchased goods (tCO

309,235

B. Upstream transportation (tCO

32,823

C. Waste generated (tCO

6,259

Total SBT Scope 3 (tCO

348,316

% of total Scope 3 emissions

80.1

% change vs 2024 SBT baseline

-3.3

D. Remaining Scope 3 (tCO

86,673

Total Scope 3 (tCO

434,989

% change vs prior year

-3.3

Scope 3

88.5%

Scope 1

7.4%

Scope 2

(market-based)

4.1%

Totals may not add up due to rounding. For more information please see pages 213 and 214.

Scope 1

Scope 2

65.1

27.1

38.0

38.1

24.6

39.5

32.9

26.9

38.0

36.4

30.4

31.2

23.6

62.7

63.1

59.9

69.2

66.9

Scope 1 & 2 (GHG location-based)

000 tonnes CO

2020

2021

2022

2023

2024

2025

Scope 1

Scope 2

66.6

28.5

38.0

38.1

26.0

39.5

32.9

23.0

38.0

36.4

20.0

27.6

18.8

64.0

58.4

55.9

65.6

56.4

Scope 1 & 2 (GHG market-based)

000 tonnes CO

2020

2021

2022

2023

2024

2025

Energy from fuels

Purchased energy

290.0

72.8

217.2

219.4

69.6

223.7

185.2

66.7

210.3

198.9

71.6

71.8

68.8

289.0

292.5

251.9

282.1

270.5

Energy use

GWh

2020

2021

2022

2023

2024

2025

Environment continued

Elementis plc

Annual Report and Accounts 2025

Water

We see water as a precious natural resource,

and we continue to work to mitigate our water

use, risks and impacts. We have set a target to

reduce water withdrawal intensity (see page

63). Our Water Stewardship Policy is available

on our website. We also consider climate-

related water risks at our sites. We publicly

report our water performance through CDP,

achieving a C rating in 2025 (2024: C).

We use water as a solvent in our processes,

as a heat carrier (steam) and as a coolant.

Some of the products we sell are dissolved or

suspended in water. We have introduced dry

products – for example powder NiSATs – as an

alternative product design resulting in less

consumption and transportation of water.

Overall, our water withdrawal per tonne of

production decreased by 10.9% compared

with 2024, primarily due to improved control

of water content during clay processing at

St. Louis, US.

We use the WRI Aqueduct tool to help us

understand water risks. Four sites (our

manufacturing site and mine in Newberry

Springs, US, and manufacturing sites in

Songjiang and Anji, China) are classed in this

tool as having a high baseline water stress and

account for 17.6% of our water withdrawals

(2024: 15.5%). Our water withdrawal intensity

in those areas was 4.6 m

per tonne produced

in 2025 (2024: 4.9 m

per tonne produced),

primarily due to improved operational

efﬁciencies at Newberry Springs, US.

Our water discharge is generally lower than

withdrawal due to water consumption via

evaporation during product drying. Water

is also consumed when shipped as part of

certain products.

Additional detail on quantiﬁed water data

can be found on page 215.

Pollution

We seek to minimise the impact of pollution

from our operations. To minimise pollution,

we focus on operating our manufacturing

processes at high efﬁciency and recycling

process water where possible. Our remaining

emissions to water and air are strictly

controlled in line with local regulations and

our operating permits. Internal measurement

and external monitoring are deployed to

ensure compliance.

Contaminant loads in our wastewater are

low enough to only require zero or minimal

on-site treatment before being discharged

to third-party water treatment. Emissions

to water were 110.8 tonnes in 2025

(2024: 126.2, restated to include missing data),

with the main contributor being organic

carbon (110.5 tonnes).

We control the emission to air of dust and

gaseous pollutants using a variety of scrubber

and abatement technologies. Total air

emissions in 2025 were 121.0 tonnes

(2024: 112.0 tonnes), of which the largest

contributor is non-methane VOCs (89.9 tonnes).

The breakdown of water and air pollutants is

detailed on page 215.

Portfolio sustainability assessments

Elementis has a strong portfolio of natural

and naturally-derived products, with a

steadily growing majority of our revenue

(59% in 2025, 58% in 2024) being natural

meeting this ISO 16128 standard deﬁnition.

There is still a large part of our portfolio

which is not classiﬁed as naturally derived.

Further, natural products could still have

some negative impacts.

Therefore, to better engage customers and

communicate sustainability beneﬁts across

more of our portfolio we have introduced

a portfolio sustainability assessment

framework. Based on a World Business

Council for Sustainable Development

methodology, it provides a consistent way to

bring together information on chemical

hazards, environmental impacts, regulations,

and market trends, enabling us to improve

our decisions and communication. We have

assessed products that cover one third of

our revenue; we have a target to assess

enough product lines by 2027 to cover three

quarters of our revenue. We can then

potentially set a new target related to growth

in revenue from sustainability-advantaged

products.

Product LCAs are an important input into

our sustainability portfolio assessment

framework. We received over 230 LCA

requests from customers in 2025, from all

geographies and business segments.

We have continued to expand the range

of strategic products that have LCA data.

We use the ISO 14040/14044 standard

for our LCAs, with output results using

the EF 3.1 Life Cycle Impact Assessment

(“LCIA”) method.

Elementis plc

Annual Report and Accounts 2025

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Waste

We recognise how valuable resources are, and

we aim to use them as efﬁciently as possible to

support a more circular economy. We run our

processes to maximise yields from each batch

while maintaining quality, and to ﬁnd ways to

sell any byproducts generated rather than

disposing of them as waste. We have set an

intensity target to reduce waste sent to third

parties (see page 63). We have also included

the category ‘waste generated in operations’

in the Scope 3 part of our SBT.

Our waste per tonne of production decreased

by 7.6% vs 2024. In 2025, 63.6% of our total

waste sent offsite for third-party treatments

was landﬁlled (2024: 60.3%), the large majority

of this being mineral waste from clay

processing. 6.1% of waste was incinerated,

30.4% was recycled and 0.0% reused (waste

classiﬁed in 2024 as reused was reclassiﬁed

as recycled). 8.3% of our waste was classiﬁed

as hazardous (2024: 8.5%).

Some activities we have undertaken to reduce

waste include optimising our clay beneﬁciation

equipment in Livingston, UK to minimise waste

generated. We also continue to work with

the Scottish Environment Protection Agency

to reclassify waste clay residues from

Livingston, UK as a product suitable for

agricultural soil enhancement.

Additional detail on quantiﬁed waste data

can be found on page 215.

Responsibly mining hectorite

We access hectorite at our 223 hectare

open cast mine in California’s Mojave desert,

which is estimated to have over 50 years of

reserves available.

There is no intensive or chemical processing

at the mine, only the simple physical breaking

of the ore into small lumps. By design and

geological location, no stormwater leaves the

site. Occasionally, rainwater in active mining

areas is pumped to other parts of the property

to evaporate while allowing mining to continue.

Water from our on-site well is used for dust

control, to remain in compliance with the

reclamation plan and regional California Air

Quality Management District requirements.

All mined material is segregated such that

further uses can be found for it in future.

For example, we have been able to sell

substantial quantities of our clay ore residues

to a local highway construction project.

We are actively working to ﬁnd uses for the

overburden (mainly basalt) which lies on top of

the hectorite ore, for example as a cement

additive (see case study).

Our mine is within the habitat range of the

Mojave Desert tortoise, which is on the

International Union for Conservation of Nature

(“IUCN”) red list as critically endangered.

We have an approved barrier fence

surrounding the site to prevent tortoises

entering. Should a tortoise be found inside

the fence, we work with a trained biologist to

return the animal safely to its natural habitat.

CASE STUDY

The picture is an aerial view of our hectorite clay mine in California. As of 2025, the mine

operates on renewable electricity and renewable biodiesel (R99 grade), resulting in a 95%

decarbonisation of the mine operations vs 2024 (combined Scope 1 & 2 market-based).

Our downstream clay processing sites in nearby Newberry Springs, US; St. Louis, US;

Anji, China; and Livingston, UK all use zero carbon electricity, helping lower the carbon

footprint of our hectorite products.

A volcanic basalt rock layer has to be removed to access the hectorite reserves. We have

invested in new equipment to grind this basalt for use as a Supplementary Cementitious

Material for the concrete industry. Introduced as VOLCANEX

, this natural material has

a minimal carbon footprint. It can reduce the amount of cement needed in concrete

manufacture, and can increase both strength and durability of the hardened concrete.

VOLCANEX

is the latest way in which we maximise the value from our responsible

mining activities.

Environment continued

Newberry Springs, US

Elementis plc

Annual Report and Accounts 2025

At Elementis, our people are the key

ingredients to our success. Across our local

teams and our dynamic, global and inclusive

organisation, employees play a pivotal role

in bringing our purpose to life – delivering

unique chemistry and sustainable solutions.

Our values deﬁne our culture and guide everything we do. Safety comes ﬁrst; it is

a way of life and reflects our unwavering commitment to our workforce’s wellbeing.

Ambition drives our passion for excellence and our drive to be innovative,

courageous and forward-looking. Through a strong focus on Solutions, we create

value for our customers, making a difference through expertise, responsiveness and

quality. Respect is woven into all interactions, whether with colleagues, customers,

communities or the environment. Teamwork is the foundation of our success,

creating an environment where collective efforts result in exceptional achievements.

2025 People highlights

Total recordable

injury rate vs 2024

0.44

(2024: 0.21)

Gallup engagement

mean score

4.04

(out of 5)

Women in senior

leadership positions

42%

Employee survey

participation rate

93%

FTSE Women Leaders

Review ranking

39th

(2024: 28th)

Hours spent in

LinkedIn Learning

887

Unless stated otherwise, People data relate to our

consolidated entities as of 31 December 2025.

Data for 2024 have been re-presented to exclude the

divested Talc operations to ensure year on year

comparability. Figures exclude Alchemy Ingredients,

acquired late in the year, due to limited integration

and data availability.

People

Elementis plc

Annual Report and Accounts 2025

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People

Health and safety

Accountability for health and safety is held

by our CEO, supported by the Senior Vice

President Global Supply Chain and

Manufacturing, and the Global Director for

Quality, Health, Safety and Environment

(“QHSE”). Our Board receives a detailed

update on our health and safety performance

at each meeting and the ELT receives monthly

updates as part of the Group’s overall

performance assessment.

Our health and safety strategic plan outlines

how we turn strategy into action. Our objective

is to deliver excellence in HSE performance

and drive continuous improvement through

ongoing investment in our people,

management systems and facilities.

Our HSE Policy is available on our website.

We operate a comprehensive management

system that supports our values and the

delivery of our health and safety programme,

TogetherSAFE. We continually enhance

and reﬁne key parts to ensure its ongoing

effectiveness. This year, we continued to

advance the development of a global HSE

framework and the publication of HSE

standards in line with the ISO standards. We

also strengthened the management of HSE

and quality incidents through improved action

tracking, audit management and regulatory

compliance systems. Additionally, we awarded

our ﬁfth annual CEO TogetherSAFE Award

to our Huguenot site for their ‘Safety in the

Face of Change’ programme. This initiative

highlighted the importance of our

TogetherSAFE principles during periods

of change and uncertainty, supporting

employees through transition, recognising

appreciation and care, and fostering resilience.

In April, we held our ﬁfth annual Global Health,

Safety and Environmental Week, bringing all

our sites together to celebrate and nurture our

safety culture. We continued to reinforce all

three pillars of HSE – Health, Safety and

Environment – with a focus on reinvigorating

and afﬁrming our TogetherSAFE principles,

particularly our ﬁrst principle: “Be safe every

day, at work, at home and on the road”.

Speakers addressed topics such as driving

safety, ergonomics, and the importance of

Everything starts with Safety

– it is the foundation of how

we work and a value we live

by every day. Our priority is

to keep our employees safe,

protect people, and operate

responsibly across all

our activities.

2025 health and safety highlights

Total recordable injuries

2023

2024

2025

0.40

0.44

0.21

2023

2024

2025

Total recordable injuries rate

2023

2024

2025

Total lost time injuries

2023

2024

2025

Contractor recordable injuries

Total PSE Tier 1 and 2

2023

2024

2025

As our culture continues to mature,

we will continue to transform

lessons from past incidents and

experience into meaningful

progress, enhancing how we

manage risk, build capability, and

protect one another on our journey

towards zero harm. Together, we

will keep raising the bar by turning

what we’ve learned into safer

practices, stronger systems, and

a culture where everyone feels

conﬁdent and responsible to act.”

Jacqueline Robertson

Director, Global HSE

Songjiang, China

Elementis plc

Annual Report and Accounts 2025

maintaining safety-critical equipment.

To deepen engagement, many sites invited

employees to reafﬁrm their commitment to the

TogetherSAFE principles by re-signing the

pledge as a team. In addition, we conducted

interactive drills, workshops, and games

focused on emergency response, fall

protection, conﬁned spaces, ﬁrst aid, and

chemical spills. These activities were designed

to reinforce the importance of practising

safety skills and anticipating potential risks.

Organisational roles, responsibilities and

mechanisms for communicating information

and managing data to support the

measurement and tracking of HSE incidents

are operated under our global HSE Council.

The Council meets monthly and includes

functional and business segment

representatives who lead the implementation

of the HSE management system across

the organisation. All sites operate local

management systems which are based

on the Plan, Do, Check, Act principles

to ensure sufﬁcient control and drive

continuous performance improvement.

Each manufacturing site operates an HSE

Committee covering matters that impact

employee health and safety, performance,

incidents and concerns. All suggestions and

issues raised are tracked as corrective and

preventative actions.

To ensure compliance with our safe work

procedures and legislative requirements,

employees receive training tailored to their

speciﬁc roles and required competency levels.

Training is delivered both in person and

virtually, with each site maintaining a

structured training plan. Safety-critical training

and competencies are clearly identiﬁed and

kept up to date.

Our corporate HSE team conducts regular

audits to assess adherence to national and

local regulations, completing three audits in

2025 (four in 2024) of our manufacturing sites.

Health and safety performance

Our total recordable injury and illness rate

was 0.44, compared with 0.21 in 2024.

There were four employee recordable injuries

(2024: two) and zero lost time accidents

(“LTAs”) (2024: two). Data from the past three

years shows that nearly half (48%) of all

recordable employee injuries were caused

by caught-between or contact incidents.

A total of 19% resulted from slips, trips, and

same-level falls, while another 19% were

linked to pulling, reaching or exertion.

These mechanisms most commonly led to

lacerations and strain-type injuries.

Key improvement opportunities identiﬁed

include conducting thorough task-speciﬁc risk

assessments, supervising work activities to

ensure controls are followed, reinforcing safe

lifting practices, ensuring effective machine

guarding, strengthening adherence to

powered-vehicle procedures and increasing

focus on line-of-ﬁre awareness to prevent

hazardous hand and body placement. No

fatalities were reported in 2025 (2024: zero).

Process safety

Process safety management (“PSM”) ensures

that systems and procedures are in place to

prevent and control hazards associated with

toxic releases, ﬁres, explosions, uncontrolled

reactions and other energy releases that

could lead to catastrophic incidents. Since

formalising the PSM standard in 2023 to guide

our plants in managing risk according to

regulatory requirements and best practices,

we have made signiﬁcant enhancements to

both the programme and its implementation

across the sites. These improvements include

creating a formal PSM network with quarterly

meetings, introducing global performance

dashboards and launching Champion training

programmes to strengthen technical

competence and compliance.

CASE STUDY

Strengthening our safety culture

In 2026, we will continue advancing the

implementation of our global HSE

standards and frameworks across all

operations, supported by the development

of meaningful KPIs that will help track

progress and reinforce accountability. We

will also deepen employee engagement by

conducting a safety-culture assessment

and building on the success of initiatives

such as the TogetherSAFE CEO Award and

Global HSE Week. In parallel, we will

sustain strong PSM performance through

continued operation of the PSM network

and the global PSM dashboard to monitor

compliance and drive consistent execution.

To reduce injury risks, we will enhance

risk assessments for ﬁre and explosion

hazards and ensure regular maintenance

of safety-critical equipment across all

manufacturing and R&D sites. We will also

invest in developing new HSE leaders,

reinforce stop-work authority, and promote

robust near-miss reporting to strengthen

learning and prevention.

Our 2026 priorities include:

Continue improving safety culture and

competency – Complete the global

safety culture assessment and

implement the resulting improvement

plan, supported by a role-based HSE

competency matrix to build capability

at all levels

Embed risk-based decision-making

– Deploy site-level HSE risk registries

and enhance integration of risk

assessment and risk management into

permit-to-work and other high-risk

operational processes

Continue HSE and PSM system

implementation – Advance the global

rollout of HSE and PSM management

systems and standards, reinforced by

audits, a structured meeting cadence,

and meaningful KPIs and dashboards

Revise Life-Saving Rules and deploy

critical standards – Publish and

implement updated global standards

based on operational criticality and past

incidents and roll out the revised ten

Life-Saving Rules with clear deﬁnitions,

requirements and site-level expectations

Advance process safety and mechanical

integrity – Build on the momentum of

PSM Champion training while continuing

implementation of the global mechanical

integrity programme, supported by

improved tracking systems and more

robust compliance processes

Anji, China

Elementis plc

Annual Report and Accounts 2025

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During our 2025 maintenance

shutdown, 13 contractors and

our in-house team completed

more than 1000 hours of essential

work across the site. We recorded

zero injuries, made possible by

the dedication and commitment

to safety shown by both our

employees and contractors.

We view safety not as a checkbox

or a metric, but as a way of life.

Having a culture built around safety

ensures that everyone remains

safe doing what we do every day,

not only at Huguenot, but at home

and on the road, guaranteeing that

everyone setting foot on our site

leaves our facility just as healthy

as when they arrived.”

Benjamin Copeland

Reliability Engineer, Huguenot, US

A Process safety event (“PSE”) is an

unplanned incident or accident that occurs

during the operation of a chemical or industrial

plant where a hazardous material is used or

processed. Two Tier 1 and Tier 2 PSEs

occurred in 2025 (2024: two). Comprehensive

root cause analyses were conducted for both

incidents. The two Tier 1 incidents resulted

in contained releases of chemicals above

threshold quantities. Root causes were linked

to equipment reliability issues, inadequate

maintenance, procedural gaps, and missed

hazard recognition. Corrective actions now

include implementing more robust preventive

maintenance programmes, deploying

advanced instrumentation and automation,

and strengthening operator training.

In 2025, we recorded zero Tier 1 or Tier 2

environmental incidents (2024: zero).

Signiﬁcant efforts were directed towards

environmental risk management and the

implementation of actions identiﬁed in 2024

as part of a seven-step environmental

improvement plan. We also published

our mechanical integrity standard for

critical equipment.

Contractor safety

All new contractors receive HSE orientation

before commencing work to ensure they

understand their on-site responsibilities and

comply with our safe work procedures. Each

site conducts speciﬁc contractor orientation

that covers life-saving rules, safe work

permits, emergency procedures and incident

reporting requirements. Contractors deemed

high risk are vetted by reviewing the suitability

of their programmes and training, as well as

their history of regulatory violations. There

were two contractor recordable injuries in

2025 (2024: zero).

Follow-up actions on prior incidents included

issuing a global HSE alert with mandatory

requirements, such as strengthened

contractor oversight, enhanced pedestrian–

vehicle trafﬁc management and forklift safety

practices, improved machine safeguarding,

and the release of our Global Mobile

Equipment Standard. In addition, the Call-to-

Action process was deployed to ensure

lessons learned from these incidents are

applied consistently across all operations.

In 2025, several of our sites celebrated

extended periods of safe operation.

80%

of sites with zero injuries for >1 year

67%

of sites with zero injuries for >3 years

The following sites celebrated signiﬁcant

milestones without an employee

recordable injury, showing strong

employee engagement in continuously

improving our safety culture and taking

responsibility for their own safety and

that of their colleagues:

Milwaukee

years

Livingston

years

Newberry mine

years

Songjiang

years

People

Health and safety continued

Porto, Portugal

Elementis plc

Annual Report and Accounts 2025

In 2025, we continued to

strengthen our workplace

by focusing on what matters

most to our people –

how they are supported,

recognised and enabled

to thrive. From fair and

responsible practices to

inclusive environments

and opportunities to grow,

our approach to people is

grounded in respect,

collaboration and care.

Our employee value proposition – Connect.

Grow. Make an Impact – reflects these

priorities and guides how we create a positive,

engaging and supportive employee

experience across the organisation.

Our policies and practices

Our HR policies demonstrate how we put our

values into practice. They reinforce our

commitment to providing equal employment

opportunities and to maintaining a work

environment in which harassment and bullying

are not tolerated, and where everyone is

treated with dignity and respect. These

policies are available to all employees via

the company intranet and local HR.

Although the Company employs fewer than

250 people in the UK and is therefore not

required to report under UK gender pay gap

regulations, the Group conducts a global

gender pay review every two years. The most

recent review, presented to the Remuneration

Committee in December 2024, conﬁrmed that,

on average, female employees are paid slightly

more than male employees. A further review

will take place in 2026. In parallel, we also

undertake a global assessment using our job

architecture framework to ensure gender pay

equity across Elementis.

We are committed to providing fair, market-

competitive pay and beneﬁts to attract,

engage and motivate employees at all levels.

We aim to pay fully competent individuals who

consistently meet performance expectations

at competitive market levels. We review

benchmark salary increase data on an annual

basis and complete a full survey every three

years to ensure we maintain this position.

We are accredited by the UK Living Wage

Foundation in recognition of our pay

commitment to direct and third-party

employees at all UK locations.

We provide a variety of leave programmes

to support employees through life events,

including family leave to care for sick family

members, maternity and paternity leave, and

bereavement leave. While leave entitlements

vary greatly across countries, offerings are all

in line with or above market norms.

In addition, each country offers multiple forms

of personal and family support which aim to

enhance work-life balance and increase

overall wellbeing. These include childcare

and education support, meal allowances or

vouchers, on-site canteens, transport

assistance, and recognition through gifts

for holidays and life events.

Of our employee population, 9.8% are union

members and 0.11% are subject to collective

bargaining agreements (data excludes

Ludwigshafen, Germany, where we have

no right to this information).

Voluntary attrition decreased to 5.75%

(2024: 9.1%).

Metric

2025

Union membership

9.8%

Collective bargaining agreement

0.11%

Voluntary attrition

5.75%

Employee headcount

by gender and region

Effective as at 31/12/2025

Americas

Male employees

250

Female employees 68

Total

318

Europe

Male employees

171

Female employees 109

Total

280

Asia

Male employees

292

Female employees 99

Total

391

Global

Male employees

713

Female employees 276

Total

989

Our people

At Elementis, our purpose and values

come to life through the actions and

achievements of our people. We aim

to provide the support, recognition,

and opportunities that enable every

colleague to contribute to our shared

success. By empowering individuals

to connect, grow and make an

impact, we strengthen our collective

capability and advance the long-term

goals of our organisation. In 2025,

employee engagement improved,

attrition decreased and this led to

improved business performance.”

Chris Shepherd

Chief Human Resources Ofﬁcer

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

People

Our people continued

Beneﬁts and rewards

Our total rewards package extends beyond

competitive compensation and beneﬁts.

It encompasses a safe and healthy work

environment, a commitment to work-life

balance, meaningful recognition, and

opportunities for continuous learning and

development. Guided by our global principles,

our beneﬁt programmes vary by country as

government mandates, cultural factors and

market norms shape local programme design

and employee expectations. These local

offerings are well aligned to and within the

scope of our global principles.

All countries provide some form of retirement

scheme, ranging from the employee-invested

401(k) plan in the US to wholly state-provided

and cash lump sums upon retirement. In

countries where state programmes are at a

basic level, the Company offers private plans

in addition to mandatory contributions.

Employees in all countries have access to

either government-provided healthcare

systems, company-sponsored health plans,

or a combination of both, depending on local

regulations and market practices. In India,

the US and Brazil, employees are provided

with company-sponsored healthcare plans.

In the UK and Germany, the Company offers

supplemental health insurance in addition

to mandatory contributions to national

programmes. The offering of a supplemental

plan in the UK is above market norms, as

private medical schemes are becoming more

popular but are still not universally offered

by employers. Our new site in Portugal is

set up on the same basis, aligned to our

global principles.

A diverse and inclusive environment

Elementis is committed to fostering a diverse

and inclusive workplace where all employees

feel safe, respected, valued and empowered

to contribute their ideas and perspectives.

We recognise that the diversity of our people

and the inclusive nature of our culture

strengthen decision-making, encourage

innovation and support sustainable business

performance. This commitment is integral

to how we work and fundamental to the

successful delivery of our strategy.

Throughout the year, the Board received

updates on DE&I matters and has performed

in line with the Board Diversity Policy

and objectives.

As of 31 December 2025, our Board

composition stood at 40% female, with two

Directors from ethnic minority backgrounds

and one of the four senior Board positions

occupied by a female. Please see the Board’s

progress on board diversity objectives which

is set out on page 110.

During 2025, we maintained our goal of > 40%

female members of the combined Executive

Leadership Team and direct reports, meeting

the standard set by the Women FTSE Leaders

Review. In the 2025 Review, we were ranked

39th overall (2024: 28th), and 3rd within the

Chemical sector.

Our DE&I Leadership Council, created in

2020, is co-chaired by the CEO and Chief

Human Resources Ofﬁcer and is represented

by senior leaders who have a passion for

DE&I. The Council provides strategic direction

to embed DE&I across Elementis’ culture and

brings together regional leaders and site

champions, supporting regionally relevant

strategies alongside global initiatives.

Workforce % gender split

2021

2022

2023

2024

2025

enior leaders

Total employees

Male

Female

Male

Female

ELT and direct reports, excluding

administrative personnel.

Numbers do not include Ludwigshafen, Germany.

% ethnically diverse (US only)

2021

2022

2023

2024

2025

Newberry Springs, US

Elementis plc

Annual Report and Accounts 2025

This approach strengthens local relevance

and accountability while ensuring consistency

across the organisation. The Council

continues to deliver against its roadmap,

with initiatives centred around knowledge

and culture, processes and policies, and

communications and reporting.

Our Culture of Inclusion Index, introduced in

2023, has steadily increased across recent

surveys and currently stands at a 4.09 mean

score out of 5.0 (2024: 3.96), reinforcing

conﬁdence in our workplace culture and

standards of conduct.

Our ongoing gender diversity strategy

continues to result in a greater proportion of

females in senior positions, which remained

unchanged since 2024 at 42%. We align with

the FTSE Women Leaders Review deﬁnition

of senior positions: that is, our ELT and direct

reports excluding administrative roles.

Across the employee population, female

representation stood at 28% (2024: 28%).

At Elementis, we empower

Women in Leadership by

providing development

opportunities and strengthening

collaboration and connection

across the organisation.”

Kim Burch

Director Personal Care R&D

CASE STUDY

Engagement: using employee

feedback to drive progress

Our engagement surveys are

conducted biannually

93%

participation rates in September

4.04

overall grand mean score

74%

our employees agree/strongly agree that

their team “has made progress on the goals

set during the action planning sessions after

the last employee engagement survey”

Employee engagement is a priority

for Elementis and a key enabler of

performance, innovation, and

long-value term creation. Engaged

colleagues drive stronger customer

outcomes, safer operations, and a

more resilient organisation, while also

experiencing greater connection,

growth, and fulﬁlment at work.

Our commitment to listening and

acting on feedback reflects our belief

that engagement is an ongoing

dialogue. Our high participation rates

demonstrate the conﬁdence our

people have that their voices are

heard and that we take meaningful

action on the results.

Ethnic diversity in the US has remained steady

since last year at 29% (2024: 29%). We

continue to ensure diverse candidate pools

and inclusive interviewing processes to further

support our commitment to ethnic diversity.

We expect our diverse talent to be reflected

within our Board and leadership teams.

Elementis is an equal opportunities employer

and welcomes applications from all

backgrounds. We provide facilities, equipment

and training to support all employees. Should

an employee become disabled during their

employment, every effort is made to retain

them in their current role or to explore

redeployment opportunities within the Group.

In 2025, we continued to ensure our Facility

Access Programme removed physical barriers

in our sites.

Employee-led initiatives foster DE&I

Employee-led initiatives continue to play an

important role in advancing DE&I across the

organisation. In 2025, our Women in

Leadership group conducted global and local

initiatives to support and empower women at

Elementis. Highlights included an International

Women’s Day campaign with participation

across locations, reinforcing the Group’s

commitment to fostering gender equity and

equal opportunity and an Inclusion Day

featuring a motivational speaker, local

community-led events and digital resources.

Alongside these moments of collective

engagement, the Women in Leadership group

strengthened its local presence through

increased participation and collaboration,

broadening its reach and impact across the

organisation. These initiatives reinforced the

group’s role as a platform for connection,

dialogue and shared learning.

Palmital, Brazil

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

People

Our people continued

Listening to our colleagues:

engagement survey

Elementis is committed to improving employee

engagement throughout the business. Our

engagement survey provides our people with

a structured opportunity to share feedback on

what helps them thrive and succeed at work.

These insights, combined with external trend

analysis, inform data-driven decisions that

support engagement and contribute to overall

company performance. Since 2023, we have

been using Gallup, the leading provider

of insights into employee engagement.

Our engagement surveys are conducted

biannually, with surveys held on a ﬁxed

schedule in March and September, regardless

of business circumstances. In 2025,

participation reached 90% in March and 93%

in September, reflecting a strong culture of

openness and feedback. Overall, our grand

mean score in the 12 key areas (also known

as ‘Gallup Q12’) increased by 0.13 compared

with 2024, reaching 4.04 out of 5.

Our goal is to achieve and maintain the 75th

percentile, with a commitment to continuous

year-on-year improvement. We are currently

at the 62nd percentile globally and remain

committed to making meaningful progress,

recognising that long-term improvement

depends on sustained focus, collective effort

and collaboration.

Survey results provide a foundation for

managers to initiate meaningful discussions

with their teams. These conversations centre

on recognising effective practices, celebrating

progress and identifying actions to further

strengthen engagement. In the most recent

survey, 74% of participants agreed/strongly

agreed with “My team has made progress

on the goals set during our action planning

sessions after the last Employee Engagement

Survey.”

We disseminate our survey highlights globally,

fostering a culture of transparency and shared

understanding across the organisation.

Engagement themes are also embedded in

key internal communications, supported by

best practice series that enable managers to

share successful strategies and learn from

one another.

CASE STUDY

Supporting our communities

Supporting our communities is an

integral part of how we live our values

and contribute positively in places

where we operate. By encouraging

colleagues to engage beyond the

workplace we aim to create

meaningful connections and shared

value for our people and local

communities. We support this

commitment by offering employees

paid time off for volunteering and by

encouraging team-based initiatives

that reflect local needs. In 2025,

colleagues across the organisation

participated in a range of community-

focused initiatives, including:

Milwaukee, US: Employees

volunteered with Habitat for

Humanity, supporting affordable

housing through hands-on build

work.

London, UK: Colleagues

assembled bicycles for the charity

Re-Cycle and supported the Maths

Quest initiative at Europa School.

Anji, China: Employees took part in

a community clean-up of a local

ancient path, contributing to

environmental protection and

community wellbeing.

Palmital, Brazil: The site hosted

chemistry students and faculty

from Assis University, supporting

education and early-career

engagement.

Employee engagement thrives

when listening is genuine.

Authentic dialogue with our

employees guides better decisions

and fosters a culture of respect,

inclusion and shared purpose.”

HuiHeng Foo

VP Sales Asia PC & Coatings

Elementis plc

Annual Report and Accounts 2025

Supporting the wellbeing of

our people

We continue to place a strong emphasis on

wellbeing and mental health, recognising their

vital role in fostering a supportive and

productive workplace and in enhancing the

overall quality of life of our people. In 2025, we

continued to provide access to our employee

assistance programme across all countries in

which we operate. The programme offers a

wide range of conﬁdential services, including

counselling, legal and ﬁnancial advice, and

crisis support, helping employees navigate

both personal and professional challenges.

We are committed to accommodating flexible

work arrangements, including working from

home, flexible work schedules and part-time

work, as long as the role allows. We promote

meaningful and open conversations about

what works best to balance individual needs

and deliver against goals and business

requirements. In addition, intranet articles

and workshops support awareness, learning

and personal reflection around wellbeing,

resilience and work-life balance.

Continuous learning and

development

We encourage our people to continuously

develop their expertise and expand their

skills, supporting both individual growth and

the organisation’s ability to create value.

We embed learning and development in our

core processes, including performance

management and talent & succession

planning, ensuring a fair and consistent

approach to assessing individual learning

and development needs, setting clear goals

and creating opportunities for growth.

Through live (virtual and in-person) workshops

and via our online platform, we provide

training supporting our key priorities. All

employees have unlimited access to LinkedIn

Learning, enabling them to choose from a

broad and flexible catalogue of e-learning

courses that suit their personal learning needs

and allow them to develop skills at their own

pace. In 2025, employees logged over 887

hours on LinkedIn Learning, with 56% of

employees actively using the platform. We

continue to focus on developing internal talent

while also attracting talent from outside the

organisation, helping ensure the organisation

has the capabilities required to succeed now

and in the future.

Managing and supporting

performance

Our performance management process at

Elementis aligns individual and business goals

to drive organisational success. We stimulate

a culture of performance and employee

development, connecting different HR

processes to ensure a fair and consistent

approach. The performance management

process begins with goal setting, where

employees are asked to set objectives that

contribute to Elementis’ key priorities. We use

the mid-year review to assess progress,

review actions and adjust goals as needed.

During the year-end review, employees and

managers evaluate their performance and

managers assign a performance rating.

The ratings are calibrated across teams to

ensure consistency and fairness. The ﬁnal

performance rating is connected to a salary

increase and bonus. All employees who join

before October participate in the performance

management process for that year.

CASE STUDY

Building capacity for the future

Developing our people is central to

our term-long success. In 2025, we

strengthened our commitment to

continuous learning, career progression

and cross-functional expertise across

the organisation.

We fostered a self-directed learning

culture by expanding access to blended

learning platforms, including LinkedIn

Learning and LRN, alongside local

training solutions. From frontline

operators to ofﬁce-based teams,

employees can independently access

technical, compliance and professional

development courses, encouraging

accountability and ownership for

their development.

We continued investing in English

language capability to support effective

global collaboration and prioritised

future-ready skills through targeted

investment in AI and data literacy to

enhance digital expertise across the

organisation, as part of wider skills

development efforts. These initiatives

were supported by structured

performance and career development

planning, alongside stretch assignments

intended to broaden experience and

accelerate growth.

Together, these initiatives are

strengthening internal mobility,

enhancing collaboration and building

the capabilities needed to support

sustainable, long-term growth.

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

We are committed to ensuring that

‘Integrity is our Specialty’ by conducting

business fairly and ethically, in our own

operations and across our value chain.

Our Code of Conduct and Ethics (“Code”) forms the cornerstone of our ethics

and compliance programme. The Code helps us communicate our commitment

to responsible business and promotes a culture of doing the right thing. It is available

on our intranet and website in seven languages. It provides the framework for:

Fostering a visible and accessible culture of ethics and compliance for all

employees and third parties doing business with Elementis

Providing training, information and guidance on key compliance areas

Guaranteeing that all concerns are addressed appropriately

Ensuring ethical and compliance matters are considered and weighted

appropriately in all of Elementis’ business decisions

2025 Responsible business highlights

Direct material suppliers with

an EcoVadis badge

2024: 50

High-risk third-parties

onboarded

<1%

2024: <2%

Compliance training

hours completed

3,467

2024: 2,111

Human rights

Our approach to upholding human rights

is guided by international conventions and

standards, including the UN Universal

Declaration of Human Rights, the UN Guiding

Principles on Business and Human Rights,

and the International Labour Organization’s

Declaration on Fundamental Principles and

Rights at Work. We prohibit the use of child

and forced labour throughout our supply

chain. We are committed to the principles of

freedom of association, equality of treatment

and non-discrimination.

Responsible business

Elementis plc

Annual Report and Accounts 2025

Ethics and Compliance

The Ethics and Compliance Council (“ECC”)

continued to hold quarterly meetings

throughout 2025. The ECC comprises the

Global Head of Compliance (Chair), the Group

General Counsel & Chief Compliance Ofﬁcer,

the executive leaders from each function

and the CEO. The ECC reports to the Board

twice a year. Its purpose is to uphold and

oversee an ethics and compliance culture

at Elementis and to ensure the Code, and

related Elementis policies and standards, are

effectively communicated and implemented.

During 2025, matters considered by the

ECC included:

Analysis and discussion of Speak Up

reports received

Approval of the 2025 compliance

training plan

Approval of the Dawn-Raid framework

development and implementation

Management of trade sanctions risk

Approval of the new Uniﬁed Anti-Fraud

Risk Policy

Approval of the Global Anti-Harassment

Policy

Update of new conflicts of interest reporting

Methodology for 2026

Approval of updates to the Code of Conduct

Third Party Due Diligence reporting

Risk assessment

We continue actively to monitor our

compliance risks. This includes reviewing

internal compliance data as well as external

information on new laws, enforcement

proceedings, corruption risks and

benchmark data.

Key topics in 2025

Strengthening third-party

risk management

Third-party risk management remained

a cornerstone of our compliance strategy.

In 2025, we onboarded 189 third parties

(including customers and suppliers with

annual spend in excess of $25,000) across

Asia (40.4%), Europe (29.3%), Americas

(25.8%), and the Middle East & Africa (4.4%),

implementing rigorous due diligence

processes to ensure ethical and

compliant partnerships.

Of the third parties screened, high-risk entities

represented less than 1%, medium-risk 25%,

and low-risk 74%.

The primary risks identiﬁed were regulatory

compliance, geopolitical instability, ﬁnancial

risks and jurisdiction-speciﬁc concerns.

To mitigate these risks, we implemented

several key strategies:

World-Check

One screening and adverse

media monitoring

Sanctions assurance letters and enhanced

contractual safeguards

Tailored compliance guidance for managing

supplier and distributor risks

These results highlight the robust capabilities

of our screening systems in mitigating

potential risks and upholding trust within our

supply chain. This progress reinforces our

commitment to maintaining accountability

and transparency in all regions.

Introducing the annual declaration of

conflicts of interest

In Q4 2024, we launched our annual

declaration of conflicts of interest process as a

signiﬁcant step towards fostering transparency

and ethical decision-making. By embedding

accountability at every level, this declaration

builds trust and reinforces our collective

commitment to upholding the highest

standards of integrity.

The initiative proved highly successful,

achieving over 90% completion last year,

a clear testament to our shared dedication

to compliance and ethics.

For the current cycle, the process was

launched in early November 2025 and

achieved a completion rate of 88%. To further

support this effort, we introduced web-based

training in December 2025, designed to

provide practical guidance. This training has

been well received and has contributed

signiﬁcantly to reinforcing awareness and

understanding across the organisation.

Advancing policy commitments

In 2025, we took signiﬁcant steps to

strengthen our compliance framework and

reinforce our values across the organisation.

The year saw updates to core policies,

including a refreshed Code of Conduct that

broadened guidance on collective bargaining,

human and land rights, and responsible use

of AI.

We also introduced a new Anti Fraud

and Corruption Policy, ensuring clearer

accountability and stronger controls. Our

Business Partner Code of Conduct was

updated to raise standards in legal compliance

and sustainability, while the Trade Sanctions

& Export Controls framework was revised to

reflect evolving global regulations.

Additionally, the launch of the Global Anti-

Harassment Policy set a uniﬁed standard for

respectful workplace conduct worldwide.

These commitments were embedded through

targeted communications, onboarding

initiatives and a robust training programme

that combined web-based learning with

focused sessions on critical topics such as

sanctions and our Speak Up culture. Together,

these efforts underscore our dedication to

ethical business practices and equip our

teams and partners to uphold the highest

standards of integrity.

Preparing for enhanced Code of Conduct

Building on the signiﬁcant updates ﬁnalised

in 2024, we continued to strengthen our

ethical framework throughout 2025. These

enhancements set new benchmarks for

employee engagement and compliance,

ensuring our Code of Conduct remains

a cornerstone of integrity.

Looking ahead, we are preparing a freshly

designed version of the Code of Conduct to

be launched in 2026. This upcoming edition

will reflect the Elevate Elementis strategy

introduced in 2025, aligning our principles with

the Company’s renewed vision and strategic

priorities. The new Code will not only reinforce

our commitment to ethical practices but also

provide even clearer, more practical guidance

for employees and partners worldwide.

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Responsible business continued

Continued focus on trade sanctions

Trade sanctions remained a critical

compliance priority throughout 2025,

as global regulations continued to evolve and

enforcement intensiﬁed. Elementis upheld its

zero tolerance stance by maintaining the

cessation of all direct and indirect trade with

Russia and Belarus, even where local laws

might permit such transactions. This ethical

position reflects our commitment to integrity

and responsible business conduct.

To address emerging risks, we rolled out a

refreshed Quick Guide to simplify day-to-day

decision-making. This resource was designed

to provide clear instructions on screening

obligations, restricted party checks, and

escalation procedures, ensuring employees

act conﬁdently and in full compliance with

international frameworks.

Training remained central to our approach.

In addition to regular compliance sessions,

we launched web-based sanctions training in

September 2025, complemented by targeted

in-person workshops for operational teams.

These initiatives signiﬁcantly improved

awareness and practical understanding

across the organisation, with a completion

rate of 85%.

Our Speak Up culture

Fostering openness and trust remains at the

heart of our compliance programme and

our commitment to our Speak Up culture

continued to be a priority throughout the year.

We actively promoted our reporting channels

via our intranet, training portal and site

posters, ensuring that employees and third

parties know how to raise concerns safely

and conﬁdentially.

Speak Up reports can be made to managers,

HR, Legal & Compliance, or through

IntegrityCounts, our independent 24/7

multilingual reporting service, which allows for

anonymous submissions where permitted by

law. Every report is reviewed in accordance

with our internal investigation procedures, with

updates provided to reporters and actions

taken as appropriate.

Our non-retaliation policy remains clear:

anyone who reports in good faith is protected,

even if the concern is not substantiated.

In 2025, 20 cases were reported by

employees (13 through the Speak Up platform

and 7 via email).

Every case was assessed, investigated where

necessary, and successfully closed, with none

deemed material to the Group. This outcome

reflects the strength of our compliance

framework. Importantly, there were no

conﬁrmed incidents of corruption or bribery

in 2025, underscoring the effectiveness of

our controls.

Expanding and innovating

compliance training

In 2025, we delivered over 3,467 hours of

compliance training through our online

learning platform, reaching 1,166 individual

learners with 5,966 course completions.

Complementing this, we conducted several

in-person training sessions, focusing on

practical, real-world scenarios. These sessions

equipped employees with the necessary

knowledge and tools to identify and mitigate

risks effectively, and covered different areas

to diversify compliance awareness.

In 2025, we successfully delivered a more

dynamic and inclusive training programme,

reinforcing our commitment to a strong

compliance culture across all levels of the

organisation. A key milestone was the

implementation of on-site training sessions for

plant workers, designed to address operational

risks and strengthen safety practices.

These sessions took place in Livingston and

Taloja, achieving a high satisfaction rating and

beneﬁtting from a close partnership with our

Data Protection team.

We also enhanced policy engagement by

partnering with MetaCompliance to streamline

policy acknowledgments and support the

annual conflicts of interest declaration,

ensuring greater visibility and data integrity. In

addition, we hosted two highly regarded virtual

sessions via Teams, delivered by external legal

experts – one focused on intellectual property

and patents, and the other on anti-corruption

practices – which were well received by

participants across regions.

Looking ahead to 2026, we plan to continue

our Ethics & Compliance Week initiative on

a biannual basis, this time under the inspiring

theme “Compliance Without Borders”.

Data privacy

We remain committed to ensuring the security

and conﬁdentiality of our data. Our Cyber,

Data Protection and Information Governance

Steering Committee oversees our approach

to cyber security, data protection and

information governance.

In 2025, we continued to run regular simulated

phishing campaigns and launched a new

training platform to further strengthen security

awareness across the organisation.

Over the year, we delivered a series of

in-person data protection and cybersecurity

training sessions to more than 150

manufacturing colleagues and conducted an

interactive workshop on data protection and

cyber security for the management team of

one of our selected plants. These initiatives

focused on core principles of data protection,

information security best practice and

enhancing our readiness to respond to

ever-emerging cyber threats.

In 2025, we experienced one reportable

incident, which was notiﬁed to the relevant law

enforcement and data protection authorities.

Our crisis response team acted quickly,

working with external experts to contain,

mitigate and recover from the incident,

reinforcing our resilience and commitment to

protecting personal and corporate data.

Cause of report

Loss or theft

of data/device

1 Report

Disclosed in error

2 Reports

Technical/

procedural failure

6 Reports

Cyber

5 Reports

Third party

7 Reports

Cyber: 5, Technical/

procedural failure: 2

Other

4 Reports

Responsible sourcing

We are committed to ensuring that our

complex, international supply chain of almost

500 direct materials suppliers support and

contribute to our business and sustainability

strategy. Our supplier expectations are

outlined in our Business Partner Code of

Conduct and we aim to strengthen our

partnerships with those suppliers who share

our commitments. We use a due diligence

screening system to assess and manage

risks in the supply chain.

Elementis plc

Annual Report and Accounts 2025

In 2025, we deployed a new digital platform to

help with all aspects of supplier management,

including integrating with supplier EcoVadis

assessment results. This is increasing our

ability to perform analysis of our supply chain

impacts, risks and opportunities in the areas

of environmental, labour and human rights,

ethics, and sustainable procurement. At the

end of 2025, 64 of our partners, representing

29% of our direct materials spend, had a valid

EcoVadis badge or medal. In 2026, we will

continue to drive further supplier engagement

on risk management, ESG improvement

and transparency.

We held supplier days with four of our

strategic supplier partners. These events

covered key aspects of doing business with

Elementis, especially focusing on the

innovation, regulatory and sustainability

aspects of our sourcing strategy.

We have assessed our risk-turnover (“RTO”)

impact at both the vendor and material levels.

From this assessment, we learned that 30% of

material spend is considered critical, which is

sourced from 10% of our vendors. To improve

our RTO ratio, we have developed sourcing

strategies on at category level and agreed

supplier and material development project

roadmaps with cross functional teams. Our

RTO assessment and category sourcing

strategies are updated yearly.

We conduct site visits on a three-year rotation

basis with key suppliers to better understand

their operating environment and potential risk

areas. Over the past three years we visited

sites representing 70% of our total direct

spend classiﬁed as critical and 38% of our

total direct spend. Additionally, we conduct

annual meetings to review our key metrics on

supply, demand, market and ESG programmes

and how we can better improve the overall

supply chain.

We sometimes purchase small amounts of

tin-based chemicals (2025: zero purchases

were made; 2024: 0.06% of direct materials

spend) and use the Responsible Minerals

Initiative (“RMI”) supplier declaration form to

monitor the risk of conflict minerals entering

our supply chain.

We support the use of certiﬁed sustainable

palm oil and derivatives. Our Livingston, UK

site purchases palm oil derivatives for use in

certain products. The site is third-party

certiﬁed to the Roundtable on Sustainable

Palm Oil (“RSPO”) Mass Balance Supply

Chain Model.

Product stewardship

We are committed to a safer future by

minimising product and chemical-related

hazards to people and the environment where

possible. Nevertheless, the nature of our

chemistry and customer application demands

means we cannot avoid some use of

hazardous chemicals.

Our global Product Stewardship organisation

monitors local and regional regulations for

impacts to our products and supply chain and

ensures our products and intended uses are

compliant with regulations. A member of the

ELT oversees the Product Stewardship and

Regulatory Affairs Group.

Our Product Stewardship team is actively

involved with our Sales and Marketing,

R&D, and Supply Chain organisation.

When a new product is conceptualised,

Product Stewardship is engaged to review

the materials, processes and sales for

compliance with appropriate regulations and,

when required, to manage the registration

process so that the product can be safely

sold and used as intended. These registrations

are regularly reviewed against sales and

customer uses.

We track potentially adverse chemicals such

as Substances of Very High Concern

(“SVHC”), taking proactive action to eliminate

these substances whenever it is technically

feasible and when required by customers.

SVHC and other chemicals of concern are

brought to the attention of the Supply Chain

and Product Development teams so they can

either avoid them or minimise their impacts.

We use a software system to ensure that our

SDS and product labelling comply with current

regulations in the regions where the products

are sold. Commercial SDS for our products

are available for download on our website in

English and in more than 20 other languages.

Elementis seeks to avoid animal testing

whenever possible. We aim to ﬁll data gaps

in testing with non-animal methodology and

read-across where available. If we are required

by regulation to do so (for example, under

EU REACH requirements), we engage third

parties to conduct the tests in the least

impactful way possible. Our Animal Testing

Policy is available on our website.

We are active members of the European

Bentonite Association, a section of the

Industrial Minerals Association (“IMA”)

of Europe. IMA provides early alerts and

information regarding upcoming regulations

and initiatives that may impact our

mineral-based products, helping inform

our subsequent responses.

Tax transparency

On an annual basis, we develop and publish

our tax strategy. This statement is approved by

the Board and is available on the Company’s

website. We aim for proactive and transparent

relationships with relevant tax authorities

to facilitate meeting our statutory and

legislative obligations.

CASE STUDY

Advanced ﬁre protection

for plastics

As ﬁre safety regulations tighten

and demand for safer, more

sustainable materials increases,

the plastics industry faces growing

pressure to deliver high ﬁre

resistance while reducing

environmental and regulatory risk.

This is particularly critical in wire

and cable applications, where

limiting smoke, flame spread and

material instability is essential.

Elementis entered a new market

with its CHARGUARD™ Series, a

range of advanced flame-retardant

synergists for halogen-free plastic

systems. The range enhances ﬁre

performance while reducing

reliance on higher-impact materials

and eliminating persistent chemicals

of concern. Launched in late 2024,

CHARGUARD™ Series achieved

rapid customer adoption and

contributed positively to top-line

growth and margins, demonstrating

Elementis’ ability to deliver

sustainable, high-value solutions

that meet regulatory demands

and deliver commercial impact.

Elementis plc

Annual Report and Accounts 2025

Strategic

Report

Corporate

Governance

Financial

Statements

Shareholder

Information

Sections 414CA and 414CB of the Companies Act 2006 require the Company to provide information to help stakeholders understand our position on

non-ﬁnancial matters. The table below sets out where you can ﬁnd this information.

Reporting

requirement

Policies and standards that govern

our approach

Where to read more in this Report

about our impact, including

the principal risks relating to

these matters

Page

Anti-

corruption

and anti-

bribery

―

Code of Conduct

―

Business Partner Code

of Conduct

―

Anti-fraud & corruption Policy

―

Anti-trust Policy

(global competition)

―

Responsible business

―

People

―

Audit Committee report

―

www.elementis.com

84-87

75-83

111-116

Employees

―

Code of Conduct

―

Business Partner Code

of Conduct

― Health, Safety and

Environmental Policy

―

Life-saving rules

―

Data protection and

privacy policies

―

Equality and diversity policies

―

Whistleblowing policies

―

People

―

Data privacy

―

Responsible business

― Workforce engagement

―

Diversity Policy

and objectives

―

Whistleblowing

― Directors’

Remuneration report

―

www.elementis.com

75-83

84-87

104-105

80-81

86, 116

121-143

Environmental

matters

―

Code of Conduct

―

Business Partner Code

of Conduct

― Health, Safety and

Environmental Policy

―

Net Zero transition plan

―

Water Stewardship Statement

and Policy

―

Biodiversity Statement

―

Sustainability

―

Materiality and strategy

―

Strategy

―

Climate

― Climate-related ﬁnancial

disclosures

―

Environment

―

People

―

Responsible business

―

www.elementis.com

57-87

60-61

62-74

163

62-74

75-83

84-87

Reporting

requirement

Policies and standards that govern

our approach

Where to read more in this Report

about our impact, including

the principal risks relating to

these matters

Page

Respect for

human rights

―

Code of Conduct

―

Business Partner Code

of Conduct

―

Equality and diversity policies

― Human Rights Policy Statement

―

Data protection and

privacy policies

―

Purchasing Code of Practice

―

Modern Slavery Statement

―

People

―

Data privacy

―

Diversity Policy and

objectives

75-83

80-81

Social matters

―

Code of Conduct

―

Volunteering Policy

― While we do not have a speciﬁc

policy on social/community

matters, we engage directly

with our communities wherever

we operate

― Stakeholder engagement

―

Environment

―

People

100-103

62-74

75-83

Stakeholders

― Section 172

100-103

Description

of the

business

model

―

Business model

Description of

principal risks

and impact

on business

activity

―

Climate

― Risk management

― Principal risks and

uncertainties

―

Audit Committee report

62-74

40-43

44-49

111-116

Innovation

―

Strategic progress

―

Innovation

―

www.elementis.com

14-21

22-37

Non-ﬁnancial

KPIs

― Non-ﬁnancial KPIs

―

Sustainability

―

Materiality

―

Strategy

―

Climate

―

Environment

57-87

62-74

The Company’s policies, statement and codes are available on the Company’s website, www.elementis.com

Further information

Reference to our policies, due diligence processes and information on how we are performing

in these areas is contained throughout the Strategic report. Information on key performance

indicators used to assess progress against targets and managing climate-related risks and

opportunities can be found on pages 38-39. Certain Group policies and internal standards and

guidelines are not published externally.

Non-ﬁnancial and sustainability information statement

Elementis plc

Annual Report and Accounts 2025

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

This report sets out our approach to effective

corporate governance and outlines key areas of

focus of the Board and the activities it undertook

during the year, as we continue to drive long-term

value creation for our stakeholders.

Elevate

Governance

In this section

Chair’s introduction to governance

Board of Directors

Division of responsibilities

Board in action

Key activities in 2025

100

Section 172(1) statement

104

Workforce engagement

106

Board performance review

107

Nomination Committee report

111

Audit Committee report

117

Compliance statement

121

Directors’ Remuneration report

144

Directors’ report

148

Directors’ responsibilities

Elementis plc

Annual Report and Accounts 2025

Dear Shareholders,

On behalf of the Board, I am pleased to

introduce our Governance report for the year

ended 31 December 2025. This report sets

out our approach to effective corporate

governance and outlines key areas of focus

of the Board and the activities it undertook

during the year, as we continue to drive

long-term value creation for our stakeholders.

I am grateful to my fellow Board members

for their ongoing support.

Purpose, culture and values

Our purpose – unique chemistry, sustainable

solutions – guides our strategy and priorities

and underpins our decision-making as a

Board. The Company’s values of Safety,

Solutions, Ambition, Respect and Team

underpin our culture, align with our purpose

and drive our business success.

The Company launched its new Elevate

Elementis strategy and medium-term targets

in July 2025 – a bold plan designed to

accelerate sustainable growth, enhance

customer value, and become a simpler

and more agile business.

In 2025, we saw the Company complete the

sales of its Talc business and the disused

Eaglescliffe site, achieving the transformation

of Elementis into a pure-play specialty

chemicals company. The Company has further

built on this focused core with the strategic

acquisition of Alchemy Ingredients Limited

(“Alchemy”), a highly complementary business

that enhances its expertise in sustainable

formulation solutions and rheology. The

Company also completed its Fit for the Future

efﬁciency programme, establishing effective

hubs for a variety of group functional activities

in Porto and India. Finally, the Group returned

around £40m from divestment proceeds to

shareholders via a share buyback programme.

Board succession and diversity

We appointed Luc van Ravenstein as CEO in

April 2025 and welcomed Kath Kearney-Croft

as CFO in January 2026 (following her

appointment as CFO designate in November

2025). Both Paul Waterman and Ralph Hewins

made impressive positive impacts during their

long tenures as CEO and CFO respectively,

and left the Company with our thanks and

best wishes.

In recognition of the need to transition to a

Board that is more reflective of the reduced

size of the business, Heejae Chae stepped

down from the Board on 31 December 2025

and Dorothee Deuring retired from the

Board on 28 February 2026. The Board is

enormously grateful for the breadth and depth

of expertise that they each contributed, and

wishes them every continued success.

Following the completion of our key portfolio

restructuring priorities and the leadership

transition, I announced in October 2025 my

own intention to stand down as Chair at the

2026 Annual General Meeting (“AGM”).

It has been an honour to serve in this role,

and I am conﬁdent the Group is well

positioned for a new chapter of growth.

The search for a new Chair is ongoing and

an update will be provided in due course.

As at 31 December 2025, 40% of the Board

were women (four women and six men).

After the conclusion of the 2026 AGM, the

gender balance of the Board is expected to

be four women and three men (excluding the

appointment of a new Chair). I am pleased to

report that we therefore meet the Listing Rules

targets (also referred to in the FTSE Women

Leaders Review) for (i) female representation

on the Board to be at least 40%, (ii) there to be

at least one individual on the Board from a

minority ethnic background, and (iii) there to

be at least one woman in a senior Board role.

It was another busy year at Elementis,

with several strategic milestones achieved,

including the launch of our new strategy.

Our solid foundations and ﬁnancial strength

position us well for future success.”

John O’Higgins

Chair

Driving long-term value

for our stakeholders

Chair’s introduction to governance

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

We will continue to ensure that the beneﬁts

of diversity are appropriately considered in

the context of any future Board recruitment.

Further information on Board diversity is set

out on pages 109-110.

Net Zero transition plan

In March 2025, we were pleased to receive

validation of our science-based targets

(“SBT”) for GHG emissions reduction from the

Science Based Targets initiative (“SBTi”).

The Board considered the impact of the

Talc divestment on our SBT for greenhouse

emissions, our Net Zero transition plan,

and other sustainability-related risks and

opportunities. The Board concluded that the

relatively small carbon footprint contribution of

the Talc business did not materially change

our SBT or Net Zero transition plan, and that

stakeholders would welcome the additional

focus on decarbonising the Company’s

core business that the divestment allowed.

Further, the Talc divestment lowered other

sustainability-related risks for the Company,

such as those related to operating talc mines.

Further information on our climate strategy

can be found on pages 62-74.

Board effectiveness

The Board participated in an internally

facilitated performance evaluation this year,

having last undergone an externally facilitated

evaluation in 2024. I am pleased to report

that the evaluation found the Board and

Committees to operate effectively, leveraging

their diversity to provide robust challenge.

Looking forward to 2026, the Board is well

equipped to further challenge and support the

new management team as they embed the

Company’s reinvigorated strategy. Further

details of the process followed and its

outcomes are set out on page 106.

Stakeholder engagement

The Board is committed to understanding the

views of the Company’s stakeholders to inform

our decision-making process. This year, we

held a range of investor and shareholder

meetings on a variety of different topics, and

we look forward to further dialogue at our

AGM on 29 April 2026. The Board also

maintains a variety of effective engagement

channels with our stakeholders, as described

in more detail on pages 100-103.

In accordance with the requirements of

provision 4 of the UK Corporate Governance

Code, in response to last year’s AGM when

75.99% of shareholders voted to elect

Christopher Mills, the Board engaged with our

largest shareholders who had voted against

Resolution 6 to understand their views.

We published an interim report in October

2025 setting out the consultation process

undertaken with shareholders, the key

factors that had been identiﬁed for the vote

against (which was due to perceived over-

boarding issues based on the voting criteria

used by ISS), and our response. Details

can be found on our 2025 AGM page at

www.elementis.com

The Nomination Committee continues to

review the composition of the Board and

Committees to ensure that they have an

appropriate balance of skills, knowledge and

experience to support the strategy of the

Company, both now and in the future. The

Board has concluded, following the appraisal

process, that Mr Mills continues to make an

effective contribution and has committed

sufﬁcient time to Board meetings and any

other duties, and are fully supportive of his

re-election at the forthcoming AGM.

The views of shareholders are important to

the Elementis Board, and the Board continues

its dialogue with shareholders.

Annual General Meeting

The AGM is an important event in the

Company’s corporate calendar, providing an

opportunity to engage with shareholders.

This year we will be holding a physical-only

AGM, with shareholders able to attend the

meeting in person to vote and ask questions.

There will be no online participation, but

shareholders unable to join in person may

ask questions in advance of the meeting via

email: [email protected].

A recording of the AGM will be made available

on the 2026 AGM page at www.elementis.com.

Further details are set out in the Notice of

Meeting, which is available on the

Company’s website.

John O’Higgins

Chair

Elementis plc

Annual Report and Accounts 2025

John O’Higgins

Chair

Tenure

John was appointed Non-Executive Chair and

Chair of the Nomination Committee on 1 September 2021.

John joined the Board as a Non-Executive Director on

4 February 2020 and was appointed Senior Independent

Director on 29 April 2020 prior to his appointment as Chair.

John will step down from the Board at the conclusion of

the AGM on 29 April 2026.

Independent

Yes

Experience and role

John served as chief executive

of Spectris plc from January 2006 to September

2018, leading the business through a period of

signiﬁcant strategic transformation and development.

Prior to Spectris plc, he spent 14 years at Honeywell

International in a number of senior management roles,

including chairman of Honeywell Automation India and

president of Automation & Control for Asia-Paciﬁc.

His early career was spent at Daimler Benz A.G.

as a research and development engineer.

John held previous non-executive director roles at

various companies, including Exide Technologies,

a US-based supplier of battery technology to automotive

and industrial users (2010-2015). He holds a master’s

degree in Mechanical Engineering from Purdue

University (US) and an MBA from INSEAD.

External appointments

Non-executive director of Johnson Matthey plc,

Chair of remuneration committee and a member

of the audit and nomination committees

Non-executive director of Oxford Nanopore

Technologies plc and a member of the audit, risk,

remuneration and nomination committees

Adviser to Envea Global, a market leader in

environmental air and emissions measurement

and majority owned by The Carlyle Group

Tenure

Luc was appointed CEO on 29 April 2025.

Independent

Experience and role

Luc has a proven track record

of delivering innovation, growth and efﬁciency during

his 14 years at Elementis. He led the Company’s

largest business segment, Performance Specialties

(comprising Global Coatings, Energy and Talc), for

seven years. Prior to this, he led the Global Coatings

business through its transformation programme

and drove the execution of its growth strategies.

Luc started his career with Elementis leading

the Personal Care and Surfactants businesses,

following leadership positions at specialty chemicals

company Croda.

Luc has an MSc degree in Chemistry and Chemical

Engineering and a Professional Doctorate in

Engineering from Eindhoven University of Technology.

External appointments

None

Committee Chair

Audit Committee

Nomination Committee

Remuneration Committee

Luc van Ravenstein

Chief Executive Ofﬁcer

Board of Directors

On appointment.

Kath Kearney-Croft

Chief Financial Ofﬁcer

Trudy Schoolenberg

Senior Independent Director

Tenure

Kath was appointed CFO-Designate on

3 November 2025 and became the Elementis Group

CFO on 1 January 2026.

Independent

Experience and role

Kath is an accomplished CFO

who has over 20 years’ of experience in a range of

CFO and senior ﬁnance roles in the UK and US with

Learning Technologies Group plc, SIG plc, Vitec plc,

Rexam PLC and BOC Group plc.

Kath has a strong track record of leading ﬁnance

functions at international public companies and a wealth

of expertise across industries, which is highly valuable

to the delivery of our Elevate Elementis strategy.

Kath is a Chartered Management Accountant with

a degree in Business and Management Studies,

and an MBA from the Manchester Business School.

External appointments

None

Tenure

Trudy was appointed Non-Executive Director

on 15 March 2022 and become Senior Independent

Director on 26 April 2022.

Independent

Yes

Experience and role

Trudy has over 30 years’

experience of working in the chemicals, engineering

and high-performance product sectors. Having built

her executive career with global organisations such

as Shell, Wartsila and Akzo Nobel, she brings a strong

international perspective and a proven track record for

driving sustainability through innovation. In addition,

Trudy has strong operational knowledge, gained during

her time at Shell as production manager at the Pernis

reﬁnery in the Netherlands, the largest reﬁnery in

Europe and one of the largest in the world.

Trudy currently serves as a non-executive director

and chair of Accsys Technologies plc (AIM-listed

sustainable building materials business) and a

supervisory board member of SPIE SA (a listed

technical services business). She previously served

as a board member of The Netherlands Petroleum

Stockpiling Agency (COVA) (2011-2021), non-executive

director and senior independent director at Spirax-

Sarco Engineering plc (2012-2021), non-executive

director and senior independent director of Low and

Bonar plc (2013-2020), supervisory board member of

Avantium N.V. (2020-2022) and senior independent

director of TI Fluid Systems plc (2022-2025).

Trudy has a PhD in Technical Physics from the Delft

University of Technology (the Netherlands) and holds

a master’s degree in Industrial Engineering.

External appointments

Non-executive director and chair of Accsys

Technologies plc

Independent director of SPIE SA

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Tenure

Maria was appointed a Non-Executive Director

on 11 March 2024.

Independent

Yes

Experience and role

Maria’s professional experience

spans over 35 years in the petrochemical industry

and includes roles in manufacturing, research and

development (“R&D”), and commercial and business

management. She worked at The Dow Chemical

Company, Columbia Gas of Ohio and Container

Corporation of America in the US. She also spent

over a decade in global leadership roles in Europe,

with Celanese, General Electric Plastics (now owned

by SABIC) and Borealis, where her last role was

commercial vice president for Borealis’ Global Specialty

Solutions Business.

Since 2022, Maria has held the role of president for

the US and Canada business of Royal Vopak, a global,

independent infrastructure provider. She sits on the

board of Vopak’s US and Canadian joint ventures,

which include Vopak Industrial Infrastructure Americas,

Vopak Exolum Houston, Vopak Energy Storage Texas,

Ridley Island Propane Export Terminal and Ridley Island

Energy Export Facility.

Maria holds a Bachelor of Science degree in Chemical

Engineering and a Master of Business Administration –

both from The Ohio State University.

External appointments

None

Maria Ciliberti

Independent Non-Executive Director

Tenure

Christopher was appointed a Non-Independent

Non-Executive Director on 1 January 2025.

Independent

Experience and role

Christopher is currently the

Chief Executive Ofﬁcer and Investment Manager of

North Atlantic Smaller Companies Investment Trust

plc, a UK listed investment trust, and a non-executive

director of AssetCo plc, MJ Gleeson plc, Oryx

International Growth Fund Limited and various

other organisations.

External appointments

Chief Executive Ofﬁcer and Investment Manager

of North Atlantic Smaller Companies Investment

Trust plc

Non-executive director of Assetco plc

Non-executive director of Oryx International Growth

Fund Limited

Non-executive director of Bigblu Broadband plc

Non-executive director of Catalyst Media Group plc

Non-executive director of EKF Diagnostics Holdings plc

Non-executive director of Frenkel Topping Group plc

Non-executive director of MJ Gleeson plc

Non-executive director of Renalytix plc

Christopher Mills

Non-Independent Non-Executive Director

Christine Soden

Independent Non-Executive Director

Tenure

Christine was appointed a Non-Executive

Director on 1 November 2020 and is the Designated

Non-Executive Director (“DNED”) for workforce

engagement and became Chair of the Audit Committee

on 26 April 2022.

Independent

Yes

Experience and role

Christine brings signiﬁcant

experience of innovation and the commercialisation

of technology to the Board. She is an experienced

CFO with a strong track record of leading a range of

private and public companies rooted in innovation, with

a particular focus on biotechnology, life sciences and

pharmaceutical products.

Christine was CFO and company secretary of

Acacia Pharma Group plc, a public quoted provider

of pharmaceutical products designed to improve the

outcomes and recovery for surgical patients (2015-

2020). Prior to Acacia Pharma Group plc, Christine

served as CFO and then non-executive director of AIM-

listed Electrical Geodesics, Inc., which was acquired

by Philips NV in 2017. She has also held CFO and

ﬁnance leadership roles at Optos plc, BTG plc (former

FTSE 250 constituent), Oxagen Limited and Celltech

Chiroscience Group plc. Christine started her life

sciences career as Financial Controller of Medeva plc.

Christine has previously served as Chair of the audit

committee at e-therapeutics plc, an AIM-listed technology-

based drug discovery platform (2017-2020), and at

Provalis plc, a quoted healthcare business (2000-2005).

She was also non-executive director of Futurenova

Limited, a provider of antimicrobial cases for iPads and

iPhones (2017-2021), non-executive director of Cell and

Gene Therapy Catapult (2020-2024), and non-executive

director of Arecor Therapeutics plc (2021-2025).

Christine is a chartered accountant and holds a degree

in Mathematics from the University of Durham.

External appointments

None

Clement Woon

Independent Non-Executive Director

Tenure

Clement was appointed a Non-Executive

Director on 1 December 2022 and became Chair of

the Remuneration Committee on 30 April 2024.

Independent

Yes

Experience and role

Clement brings broad managerial

experience in globally operating technology and

consumer-related industries. He has a strong track

record of renewing traditional industries and revitalising

growth through strategic interventions, and in-depth

experience and knowledge of markets within the

Asia-Paciﬁc region.

Clement was Group CEO of Saurer Intelligent

Technology Co Ltd, a €1 billion textile machinery and

components business listed on the Shanghai Stock

Exchange, between August 2016 and March 2020.

He continued to serve on the board of Saurer as

a non-executive director until August 2021. Between

March 2021 and January 2023, Clement served as

chairman of PFI Foods Industries Pte Ltd.

Between April 2014 and July 2016, Clement was adviser

and co-CEO of Jinsheng Industry Co. Ltd, an industrial

company in China with diverse interests including

biotech, automotive and textiles. He also previously

held various senior positions at companies based in

Switzerland and Singapore, including division CEO of

Leica Geosystems AG, president and CEO of SATS Ltd,

and CEO Textile Division of OC Oerlikon AG.

Clement holds an MSc in Industrial Engineering and

a BEng in Electrical Engineering from the National

University of Singapore, as well as an MBA in

Technology Management from Nanyang Technological

University, Singapore.

External appointments

Non-executive director of Morgan Advanced

Materials plc

Elementis plc

Annual Report and Accounts 2025

Paul Waterman

Chief Executive Ofﬁcer

Dorothee Deuring

Independent Non-Executive Director

Tenure

Paul was appointed Chief Executive Ofﬁcer

(“CEO”) on 8 February 2016.

Paul stepped down from the Board on 29 April 2025.

Independent

Experience and role

Paul has a proven track record

in developing markets, products and opportunities

for creating value, business optimisation and

transformation. His global experience provided the

skill set required to deliver the Company’s strategy

and provide inspiring leadership.

Prior to joining Elementis, Paul was global CEO of the

BP Lubricants business in 2013 after having overseen

the BP Australia/New Zealand downstream business.

In 2010, Paul was country president of BP Australia.

Prior to this he was CEO of BP’s global aviation,

industrial, marine and energy lubricants businesses

(2009-2010) and CEO of BP Lubricants Americas

(2007-2009). He joined BP after it acquired Burmah-

Castrol in 2000, having joined the latter in 1994 after

roles at Reckitt Benckiser and Kraft Foods.

Paul holds a BSc in Packaging Engineering from

Michigan State University and an MBA in Finance

and International Business from New York University,

Stern School of Business.

External appointments

None

Tenure

Dorothee was appointed a Non-Executive

Director on 1 March 2017.

Dorothee retired from the Board on 28 February 2026.

Independent

Yes

Experience and role

Dorothee provided the Board

with valuable insight into the wider European chemicals

and industrial sectors as well as sector-speciﬁc

acquisition expertise.

Dorothee manages her own corporate advisory

consultancy serving a number of European clients in the

pharma/biotech sector. She is active in various industry

bodies. Her previous executive roles include managing

director and head of Corporate Advisory Group

(Europe) at UBS in Zurich, head of M&A chemicals and

healthcare at a private investment bank in Germany, and

a senior executive in the corporate ﬁnance department

at the Roche Group. Dorothee served as non-executive

director of the supervisory board of Bilﬁnger SE

and member of the audit committee (2016-2021),

PolyPeptide Group AG (2023-2024) and Temenos AG

(2023-2025).

Dorothee holds a master’s degree in Chemistry from

the Université Louis Pasteur, Strasbourg, and an MBA

from INSEAD.

External appointments

Management board member of Cornucopia

SICAV-SIF

Supervisory board member of OMV AG

Board of Directors continued

Directors who served during the year who left the Board before the date of signing of the Annual Report and Accounts

Committee Chair

Audit Committee

Nomination Committee

Remuneration Committee

Ralph Hewins

Chief Financial Ofﬁcer

Tenure

Ralph was appointed CFO-Designate and

Executive Director on 12 September 2016 and became

the Elementis Group CFO on 1 November 2016.

Ralph stepped down from the Board on 31 December 2025.

Independent

Experience and role

Ralph is an accomplished CFO

who has a strong track record in ﬁnance, strategy

development and implementation, and mergers and

acquisitions (“M&A”), which enabled him to provide

effective ﬁnancial leadership to underpin the delivery

of the Company’s strategy.

Ralph had a 30-year career with BP, where he held a

number of signiﬁcant leadership positions, including

roles in ﬁnancial management, sales and marketing,

corporate development, M&A, strategy and planning.

In 2010, he was CFO of BP Lubricants and served on

the board of Castrol India Limited from 2010 until 2016.

Ralph holds an MA in Modern History and Economics

from the University of Oxford and an MBA from INSEAD.

External appointments

None

Tenure

Heejae was appointed a Non-Executive

Director on 25 March 2024.

Heejae stepped down from the Board on

31 December 2025.

Independent

Yes

Experience and role

Heejae served as chief executive

of Scapa Group plc, a global supplier of products for

healthcare and industrial markets, for 12 years, until

its sale in 2021. Prior to joining Scapa Group plc, he

held roles as group chief executive of Volex Group plc,

and was the group general manager, radio frequency

worldwide, for Amphenol Corporation. Heejae spent

the early part of his career in ﬁnance at The Blackstone

Group, and Donaldson, Lufkin & Jenrette, before

moving into industry.

Heejae holds a Bachelor of Arts in Economics and

Bachelor of Science in Engineering from Columbia

University, and an MBA from Harvard University.

External appointments

Non-executive director of IP Group plc and Chair

of the IP Group remuneration committee

Executive chairman of SysGroup plc

Heejae Chae

Independent Non-Executive Director

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Hannah Constantine

Group General Counsel, Chief Compliance

Ofﬁcer & Company Secretary

Tenure

Hannah joined Elementis in August 2025.

Experience and role

Hannah is responsible for all legal

and compliance matters across Elementis and is the

Group Company Secretary. Hannah also serves as the

Group’s Chief Compliance Ofﬁcer.

Hannah is an experienced lawyer with a strong track

record of delivering pragmatic legal and strategic

counsel across a broad range of sectors – from

technology and defence to retail and leisure. Before

joining Elementis, she held a number of senior roles

at Smiths Group Plc, a FTSE 100 listed industrial

engineering company, including a period living and

working in Singapore with responsibility for the

Asia-Paciﬁc region, and most recently serving as

General Counsel for Corporate & M&A.

Hannah holds an MA Cantab in Modern and Medieval

Languages from the University of Cambridge, and the

Graduate Diploma in Law and Legal Practice Course

qualiﬁcations from BPP Law School.

Board at a glance

as at 31 December 2025

Board nationality

American

Austrian

British

Dutch

Irish

Singaporean

Board ethnicity

White British or other

white (including minority

white groups)

Asian/Asian British

Not speciﬁed/

prefer not to say

Board gender

Male

Female

8 years 10 months

5 years 10 months

3 years 8 months

5 years 2 months

3 years 1 month

1 year 9 months

1 year 8 months

1 year

Dorothee Deuring

John O’Higgins

Trudy Schoolenberg

Christine Soden

Clement Woon

Heejae Chae

Maria Ciliberti

Christopher Mills

Non-executive Director tenure

Directors’ key skills matrix

JOH

LvR

KKC

Manufacturing/industrial

processing

Specialty chemicals

International business and markets

Pension trustee

M&A/capital-raising

Financial/accounting/risk expertise

(recent/relevant)

Sales/marketing/customer

Strategy/business development

Research/technology/innovation/

product development

Risk management

HR/people

Sustainability/climate

Digital/e-commerce/cyber

29.4%

Business and ﬁnancial performance

46.5%

Strategy

24.1%

Governance, risk and compliance

Board allocation of time spent in FY25

Elementis plc

Annual Report and Accounts 2025

Governance framework

Division of responsibilities

Board of Directors

The Board is responsible for ensuring long-term sustainability and the delivery of long-term value and success for our shareholders. It also provides effective challenge and support to

the Executive Leadership Team (“ELT”) in relation to strategy, while ensuring the Group maintains effective risk management and internal controls systems.

Audit Committee

Overseeing ﬁnancial reporting and the Group’s

ﬁnancial systems

Providing oversight and governance of internal

controls and risk management

Monitoring the independence and effectiveness

of the external auditors

Maintaining an appropriate relationship with our

internal and external auditors

Nomination Committee

Responsibility for the structure, size and

composition of the Board, ensuring the Board and

Committees have the correct balance of skills,

knowledge and experience

Ensuring and overseeing succession planning

and responsibility for the annual review of

Board effectiveness

Identifying and nominating suitable candidates for

appointment to the Board

Promoting diversity

Remuneration Committee

Setting the Remuneration Policy and determining

the review structure for the Chair, Executive

Directors and ELT, to align their remuneration with

the long-term interests of the Company

Approving bonus plan, long-term incentive plan

targets and share awards

Disclosure Committee

Advising the Board regarding, and to ensure

that Elementis makes, accurate and timely

disclosure of price-sensitive information that is

required to be disclosed to meet its legal and

regulatory obligations

Board Committees

The Board is supported in its activities by Board Committees that have speciﬁc delegated responsibilities, as set out in separate terms of reference, which are available on the website: www.elementis.com

Shareholders

ELT

The ELT is led by the CEO and meets quarterly to review various reports from all areas of the business, as well as the external operating environment and associated risks and opportunities.

Relevant matters are reported to the Board by the CEO or the CFO.

Read more on pages

84-87

Read more on pages

75-83

103

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Read more on pages

57-87

Read more on pages

85-87

Communities and

the environment

Engagement helps us to understand our

impact on wider society and the ways in

which we can work together to make

a valuable difference.

What matters to them

Local employment

Economic contribution

Operational impact and disruption

Environmental considerations

How we engage

Public disclosure of our material environmental

and social topics, accessible via our website,

including corporate responsibility, modern

slavery, gender pay, water stewardship and

carbon emissions

Local volunteering activities

Communicating annually via the Carbon

Disclosure Project and UN Global Compact

Actions and outcomes

Investing in product innovations that reduce

negative environmental impacts

Adopting controls to prevent pollution of the

local environment

Long-term targets to reduce resource

consumption and negative environmental

impacts

Silver rating on EcoVadis

Investors

As owners of the Company, it is important

to engage actively and listen and respond

to investor feedback throughout the year.

What matters to them

Successful delivery of our strategy and

ﬁnancial targets

Transparent and regular updates

Capital generation and shareholder returns

Robust governance practices and responsible

corporate citizenship

How we engage

Interim and full-year results presentations,

investor roadshows, attendance at

conferences, site visits and ad hoc meetings

with existing and potential investors

The AGM is an important event, attended by all

Directors, where all shareholders can access

the meeting and ask questions

Governance roadshow with the Chair and

meetings with the SID and Committee Chairs

as required

Actions and outcomes

Maintained a comprehensive programme

of communication throughout the year, with

regular market updates

127 investor meetings with over 102 unique

institutions (184 cumulative institutions)

Hybrid AGM, with all resolutions passed

Chair attended nine meetings with nine

investors over the year, with the feedback

collected shared with the Board

Investor feedback is collated and shared

with the Board on a regular basis

Government, trade bodies

and regulators

Engagement with governments and

local regulatory authorities helps to

ensure we understand changing

regulatory requirements and can

maintain a constructive dialogue to

meet these requirements.

What matters to them

Governance and compliance

Trust and transparency

Environmental impact

Sustainable procurement

How we engage

Direct engagement with regulatory authorities,

including permit compliance, reporting

breaches, annual technical submissions and

regulatory guidance

Establishing and maintaining key contact

relationships with the Company’s main

regulators

Active engagement with industry bodies

Actions and outcomes

In China we have taken proactive measures to

meet changing regulatory requirements and

worked closely with government authorities

to secure permits and approvals for a range

of initiatives

We engage with government bodies and

regulators through our membership of the

Industrial Minerals Association on a number

of matters, including sustainability, health and

safety, and other product-speciﬁc topics

104

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Annual Report and Accounts 2025

Workforce engagement

How the Board monitors culture

In line with the requirements of the UK Corporate Governance Code provision 2, the Board

assesses and monitors culture to ensure that the desired culture has been embedded.

Cultural indicators

Promoting

integrity

and

accountability

Valuing

diversity

Being

responsive to

the views of

stakeholders

Culture

aligned to

purpose and

values

Culture

aligned

to strategy

Employee engagement

survey insight

Employee retention,

promotion and

attrition data

Reports on progress

on DE&I

Whistleblowing reports

HSE performance

Internal Audit reports

and ﬁndings

Ethics and compliance

programme

Engaged activities throughout the year

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Board meeting

Board site visit

DNED engagement

with employees

Employee survey

Speak Up survey

Global townhall

Board visits

The Non-Executive Directors typically visit at

least one of the Company’s manufacturing

sites each year, to gain insights into the

Group’s activities and to meet and engage with

colleagues across the business. This enables

the Directors to maximise their contribution

to Board discussions and their understanding

of stakeholders.

Employee survey and Global townhall

Employee surveys are carried out biannually,

the results of which are received and

discussed by the Board to understand what

helps colleagues thrive at work. Further

information on our engagement survey can

be found on page 82. The Global townhall

brings together colleagues across the world

to hear business updates from the CEO and

allows colleagues to participate in Q&A

sessions. During 2025, there were three

townhall sessions where colleagues’ questions

included: challenges around tariffs, investors’

feedback, plans to increase investment in

R&D, how to navigate cultural differences,

cost savings, career expectations and

opportunities for professional growth.

October

Board site visit to Livingston

In October, the Board visited our UK

manufacturing site in Livingston, Scotland which

provided the Board with the opportunity to

engage with colleagues. The Board discussed

with the management team safety performance,

operational efﬁciencies, new product innovation,

CAPEX installations, and the sustainability

initiatives currently being rolled out at the

site. The Board then undertook a tour of the

site where they observed the NiSAT cooling

conveyor in operation (new technology that

enables powdered NiSATs to be manufactured

and granulated directly on site). They also saw

the newly installed mechanical technology

in the gel plant which supports the launch of

new gel product innovations and the handling

of high-viscosity gels. In the organoclay area,

the tour highlighted the operational changes

implemented based on OEE data, allowing the

plant to consistently run at OEE levels above

operational excellence in H2.

Songjiang, China

Huguenot, US

105

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

In line with the requirements of

the UK Corporate Governance

Code, the Board considered the

mechanisms for ensuring that

the views and concerns of the

workforce are taken into account

and agreed that a speciﬁc Board

accountability for workforce

engagement would be formalised

by appointing a Board member

to serve as the DNED for

workforce engagement.

Christine Soden currently serves as the DNED,

having assumed the role on appointment as

a Board member on 1 November 2020.

Either while visiting sites during the year, or

virtually via Teams, Christine Soden, as DNED,

held a number of focus groups, which gave

her an opportunity to meet with a selection of

employees and encourage them to share their

views and raise any issues or concerns.

Christine ensures that employees’ questions

and concerns are heard during Board

discussions, that appropriate steps are taken

to evaluate the impact of proposals and

developments on the workforce, and that the

Board considers what steps should be taken

to mitigate any adverse impact.

Christine also reviews the overall output of the

Global Employee Engagement Survey, with

speciﬁc attention paid to the sites where focus

groups will be held.

During the year, Christine held focus groups

with colleagues in London, Huguenot US,

and Mumbai/Taloja, India. Themes identiﬁed

from the focus group sessions during the

year included:

Uncertainty driven by changes, e.g. the Fit

for the Future transformation, the Talc

divestment and new leadership

IT challenges driven by slow connections,

the need to update ERP systems and the

need for better understanding on how to

use artiﬁcial intelligence tools

Good management and performance

in HSE

Internal communications and conversations

about development and compensation

Transition from a ‘cost cutting’ mindset

to a balanced ‘cost and growth’ mindset

How to better connect global sites

producing similar products,

to improve learning

Workload and resourcing challenges

Conﬁdence in the new leadership

and strategy

The Board recognises

the importance of

engaging with our

employees, and

receiving feedback and

insight from all levels

within the Company.”

Christine Soden

Non-Executive Director for

workforce engagement

Songjiang, China

106

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Annual Report and Accounts 2025

Board performance review

Process for the year

2023

Internal evaluation

2024

External evaluation

2025

Internal evaluation

2026

Internal evaluation

The Board undertakes a rigorous evaluation of

its effectiveness and that of its Committees

and individual Directors annually. The results

of the evaluation enable the Board to reflect on

the continuing effectiveness of its activities

and quality of decisions, and to identify any

areas for further focus in the coming year.

At least once every three years, an externally

facilitated evaluation of Board performance

and effectiveness is carried out. The last

externally facilitated evaluation was carried out

in 2024, with the next scheduled to take place

in 2027.

In 2025, the Board undertook an internal

evaluation of its performance. Board members

completed a detailed questionnaire compiled

by the Group General Counsel & Company

Secretary and approved by the Chair.

The questionnaire focused on:

How the Board had managed opportunities

and challenges during the year

Board dynamics, Chair/Committee Chair

and individual Board member performance

The operation and effectiveness of the

Board and its Committees

Priorities for 2026

Evaluation ﬁndings and

recommendations

The responses of Board members to the

questionnaire were largely positive in relation

to the continued effective operation of the

Board and its Committees. The Board’s

relationship with management was seen as

constructively challenging. The Board felt the

sale of the Talc business and change of CEO

were handled well. Directors generally noted

the robust reporting that was received from

management in relation to key areas such as

the strategic growth agenda, innovation and

inorganic growth.

Improvements since 2024 included increased

clarity of management materials, and the

practice of taking detailed Board packs as

read (enabling more time to be spent on

discussion).

Agreed focus areas for 2026 included:

Further supporting the new management

through regular interaction with

Non-Executive Directors

Building on the strategy and growth agenda

Increased focus on R&D, customer and

operational performance, and M&A

August

The questionnaire was sent

to Directors for completion

The individual responses

were collated into a report

summarising key themes by

the Group General Counsel

& Company Secretary

September

The Group General Counsel

& Company Secretary

discussed the key themes of

the evaluation with the Chair

and prepared a formal paper

for discussion

The Chair met with each

Director individually to provide

a forum for sharing any more

detailed or speciﬁc feedback

October

The Board discussed the key

ﬁndings and agreed on focus

areas for 2026

The SID led a performance

evaluation of the Chair with

the other Board members

July

The Group General Counsel

& Company Secretary and

the Board Chair agreed the

timetable and process for the

internal evaluation, and the

content of the questionnaire

107

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Nomination Committee report

Attendance at Nomination Committee meetings

Member

Member since

Eligible meetings

(max 6

)

Attendance

John O’Higgins

February 2020

Heejae Chae

March 2024

Maria Ciliberti

March 2024

Dorothee Deuring

March 2017

Christopher Mills

January 2025

Trudy Schoolenberg

March 2022

Christine Soden

November 2020

Clement Woon

December 2022

The CEO and CFO were invited to attend where appropriate.

Three meetings were scheduled, and three were ad hoc.

Our gender identity and ethnicity data in accordance with Listing Rule 6.6.6R(9) is set out on

page 110 as at 31 December 2025. To compile this data, at year end, Board and ELT members

were asked to complete a diversity disclosure to conﬁrm which of the categories they identify

with. Following Directorate changes announced in October, Heejae Chae stepped down from

the Board on 31 December 2025, and John O’Higgins will step down from the Board at the

conclusion of the AGM on 29 April 2026. Dorothee Deuring retired from the Board on

28 February 2026, having reached her nine-year tenure.

Key responsibilities

Regularly reviewing the structure and

composition of the Board

Ensuring the right leadership, balance of

skills and experience to deliver the

Company’s strategy and enable the Board

to fulﬁl its obligations effectively

Succession planning for the Board and ELT

Leading on the annual performance

evaluation of the Board and its Committees

Identifying and nominating to the Board,

for approval, candidates to ﬁll Board

vacancies as and when they arise

Identifying and managing any potential

conflicts of interests of the Committee

The Committee’s terms of reference,

which are reviewed and approved annually,

are available at www.elementis.com

Key activities and areas of focus

Ongoing Board succession planning

Engagement with external search

consultants to conduct a search for

a new CEO, CFO and Chair

Appointment of a new CEO and CFO

Executive progression (including the

appointment of internal candidates as

Chief Commercial Ofﬁcer and VP Global

Engineering, and an external candidate

as Group General Counsel & Company

Secretary)

Oversight of the Group’s Diversity Policy

Board effectiveness review (see page 106

for more details)

Role of the Committee

The Committee is responsible for the structure

and composition of the Board and ensuring

that the Board and Committees have an

appropriate balance of skills, knowledge and

experience to support the strategy of the

Company, both now and in the future.

Dear Shareholders,

As Chair of the Nomination

Committee (the ‘Committee’),

I am pleased to present the

Nomination Committee report

covering the work of the

Committee during 2025.

This report should be read

in conjunction with the

separate section on

compliance under the

UK Corporate Governance

Code on page 117.”

John O’Higgins

Chair, Nomination Committee

108

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Annual Report and Accounts 2025

Programme of business

Annual review of Directors’ independence and conflicts in accordance with the Committee’s

terms of reference

Reviewing structure, size, diversity and composition of the Board

Succession planning for the Board and ELT, and oversight of senior management

succession plans

Ensuring that at least annually the NEDs meet without the Executive Directors present

Oversight of the annual Board evaluation process, and evaluation of the Board Chair

led by the SID

Approval of the Nomination Committee report for inclusion in the Annual Report

Board effectiveness process

The Board is responsible for conducting an evaluation of the performance of the Board and its

Committees on an annual basis. The Committee oversees the effectiveness of the process, which

for 2025 comprised an internal evaluation by way of comprehensive questionnaire covering the

effective performance of the Board and the functioning of the Committees. The last externally

facilitated evaluation was carried out in 2024 and the next external review is scheduled for 2027.

Further information regarding the process can be found on page 106.

Board composition and skills

A matrix is maintained which serves as a record of Directors’ experience, attributes and

expertise. The Committee reviews this matrix annually to ensure that the Board has an

appropriate composition and range of skills, experience and diversity to prevent any dominance,

either individually or collectively, over the Board’s decision-making processes.

Composition of the Board

Chair

10%

Independent Non-Executive Directors

2,3,4

60%

Non-Independent Non-Executive Directors

10%

Executive Directors

20%

John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026.

SID is female.

Heejae Chae stepped down from the Board on 31 December 2025.

Dorothee Deuring retired from the Board on 28 February 2026.

Board expertise and experience matrix

JOH

LvR

KKC

Manufacturing/industrial

processing

Specialty chemicals

International business

and markets

Pension trustee

M&A/capital-raising

Financial/accounting/risk

expertise (recent/relevant)

Sales/marketing/customer

Strategy/business

development

Research/technology/

innovation/product

development

Risk management

HR/people

Sustainability/climate

Digital/e-commerce/cyber

Re-appointments to the Board and succession planning

The Committee regularly reviews the schedule of non-executive tenure, and the next review will

take place in 2026. Recommendations for annual re-appointment are supported by

considerations regarding the Directors’ independence, experience and contribution which they

bring to the Board and its Committees. These matters will be subsequently conﬁrmed following

the Board performance review process during 2026 and a review of conflicts and independence.

In line with best practice, the continuing Board roles remain subject to annual re-election by

shareholders.

As reported in the Nomination Committee Report contained within the 2024 Annual Report and

Accounts, the Committee undertook a process to appoint a new CEO in late 2024 and early 2025,

following the announcement that Paul Waterman would be stepping down from the Board.

Luc van Ravenstein was appointed by the Board as CEO and was subsequently elected by

shareholders at the 2025 AGM.

Nomination Committee report continued

109

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

In September 2025, the Company announced that Ralph Hewins would be retiring from the

Company after nine years, and would step down from his position as CFO at the end of 2025.

Ralph agreed to remain with the Company until 31 March 2026 to facilitate an orderly transition

to his successor.

At the point at which Ralph ﬁrst indicated his desire to consider retirement options, the

Committee initiated a process to identify and appoint his successor, and conducted a thorough

search, supported by an independent executive search ﬁrm. A role speciﬁcation was considered

and approved by the Committee, with input from the Executive Directors and Egon Zehnder,

which was awarded the mandate by the Committee to search for the Board’s next CFO.

The Committee agreed that the CFO candidates should:

Be a current, proven and well-regarded CFO from the broad industrial/manufacturing sector

Ideally have CFO experience with UK listed PLCs

Exhibit signiﬁcant international business or complex multinational B2B experience in

their careers

Be strategic thinkers, able to play a role in Board discussions on Elementis’ strategy

Egon Zehnder prepared a long list comprising candidates from the widest talent pool, against

the above objective criteria and with regard to the beneﬁts of diversity, including gender and

ethnicity. The Committee duly discussed the merits of each candidate and agreed a shortlist

to be interviewed by Board members. Committee meetings were held to discuss feedback.

Following conclusion of the interview process, which involved each Committee member meeting

with the preferred candidate (either in person or via videoconference), together with the taking

of references and addressing external responsibilities, logistical issues (such as notice period

negotiations) and potential conflicts, the Committee agreed to recommend to the Board that

Kath Kearney-Croft be appointed as CFO designate from 3 November 2025, before becoming

CFO and a member of the Elementis plc Board as of 1 January 2026. Please see page 92 for

Kath’s biography.

Following the announcement on 29 October 2025 that John O’Higgins would step down as

Chair at the conclusion of the 2026 AGM, the SID initiated a process to identify and appoint a

successor. The search for a new Chair is ongoing and an update will be provided in due course.

The re-appointments of Clement Woon (for a second three-year term from December 2025)

and John O’Higgins (from February 2026 until the conclusion of the AGM in April 2026) were

considered and approved by the Board during the year, upon the recommendation of the

Committee.

The Committee have considered and reflected upon the Group strategy and will take forward a

smaller board in 2026, following the departure of Heejae Chae and Dorothee Deuring, whilst

continuing to maintain a diverse board with the appropriate skills and experience to support the

future strategy.

ELT

Additional changes to the ELT during the year included:

Promotion of Stijn Dejonckheere to Chief Commercial Ofﬁcer

Promotion of Colin Smith to Senior Vice President (“SVP”) Global Manufacturing

Appointment of Hannah Constantine as Group General Counsel, Chief Compliance Ofﬁcer &

Company Secretary

Re-election of Directors

The Board has concluded, following the appraisal process, that each of the Directors standing for

re-election continued to make an effective contribution to the Board and committed sufﬁcient

time to the Board and Committee meetings and any other duties. Further information regarding

time commitments can be found on page 119. For those Directors standing for both election

and re-election at the 2026 AGM, an explanation of how they contribute to the success of the

Company can be found in the Notice of Meeting.

NED length of tenure

6-9 years

12.5%

3-6 years

50%

Less than 3 years

37.5%

Dorothee Deuring retired from the Board in February 2026 after reaching her nine-year tenure.

John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026.

Heejae Chae stepped down from the Board on 31 December 2025.

Diversity Policy

The Board has adopted a Board Diversity Policy, which is available on the Company’s website.

The Board acknowledges the importance of diversity in its broadest sense in the boardroom

as a key element of Board effectiveness. Diversity includes perspective, experience (including

working internationally), background (including nationality), cognitive and personal strengths

and other personal attributes, as well as diversity of gender, social background and ethnicity.

We consider overall Board balance when appointing new Board members.

110

Elementis plc

Annual Report and Accounts 2025

Progress on our diversity objectives

Our external advisers are selected on their commitment and ability to deliver diverse long lists

in recruitment processes

The composition of the Board is reviewed on an annual basis, with an assessment of skills,

expertise, backgrounds and experience prior to Directors joining the Board and on an ongoing

basis using a diversity matrix

Oversight of gender and ethnic diversity proﬁle across the Group, including promotion of talent

into management roles (see pages 79-82 for progress on female leadership). The gender

balance of those in senior management and their direct reports can be found on page 80

The Parker Review has asked each company to set a target for the percentage goal of senior

management positions that will be occupied by ethnic minority individuals to be achieved by

December 2027. The Nomination Committee has concluded that setting this target would be of

limited practical value as Elementis is a global company, spanning many locations with differing

deﬁnitions of ‘ethnicity’ and varying restrictions on gathering ethnicity-related data. We therefore

continue to focus on driving inclusion globally, aided by data measured via the FTSE Women

Leaders Review, our US ethnicity survey and our Gallup engagement survey. Please see further

details on pages 80-83 regarding our diverse and inclusive environment at Elementis.

Oversight of executive and senior management succession

UKLR gender and diversity targets

Target

Outcome

Observation

At least 40% of

Board directors

are women

Achieved

The Board will ensure that the beneﬁts of diversity continue to

be considered in the context of any future Board recruitment

At least one senior

Board position held

by a woman

Achieved

The role of SID is held by Dr Trudy Schoolenberg. Following

the appointment of Kath Kearney-Croft as CFO on 1 January

2026, there will be two women in a senior Board role

At least one Board

director from a

minority ethnic

background

Achieved

Following the appointment of Clement Woon to the Board in

December 2022 and the appointment of Heejae Chae to the

Board in March 2024, there were two members of the Board

from minority ethnic backgrounds in 2025

Nationality of the Board

American

20%

Austrian

10%

British

30%

Dutch

20%

Irish

10%

Singaporean

10%

Gender representation among Board and executive management

Number of

Board

members

Percentage of

Board

Number of

senior positions

on Board

Number in

executive

management

Percentage of

executive

management

Male

60%

87.5%

Female

40%

12.5%

Not speciﬁed/

prefer not to say

–

CEO, CFO, SID, Chair.

From 1 January 2026, the executive management team will consist of six males (75%) and two females (25%).

Ethnicity representation among Board and executive management

Number of

Board

members

Percentage of

Board

Number of

senior positions

on Board

Number in

executive

management

Percentage of

executive

management

White British or

other white

(including minority

white groups)

77.8%

100%

Mixed/multiple

ethnic groups

Asian/Asian British

22.2%

Black/African/

Caribbean/

Black British

Other ethnic group,

including Arab

Not speciﬁed/

prefer not to say

11.1%

–

CEO, CFO, SID, Chair.

Priorities for the year ahead

Review of Board and senior management succession plans

Review of Board Diversity Policy and objectives

Review of management progress towards achieving diversity objectives

Review of the 2025 internal Board performance review outcomes and action plan,

and planning for our 2026 internal Board performance review

John O’Higgins

Chair, Nomination Committee

Nomination Committee report continued

111

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Attendance at Audit Committee meetings

Member

Member since

Eligible meetings

(max 3)

Attendance

Christine Soden (Chair)

November 2020

Maria Ciliberti

March 2024

Dorothee Deuring

March 2017

Trudy Schoolenberg

March 2022

Clement Woon

December 2022

Composition of the Committee

and meetings attendance

In accordance with the Code, the Board has

conﬁrmed that all members of the Committee

are independent NEDs and have been

appointed to the Committee based on

their individual ﬁnancial and commercial

experience.

The Board is satisﬁed that Christine Soden,

as Chair of the Committee, has recent and

relevant ﬁnancial experience to chair the

Committee through her previous executive

roles as CFO at Acacia Pharma Group plc

(2015-2020) and CFO of Electrical Geodesics,

Inc. Christine is a chartered accountant (FCA).

The Committee, as a whole, has ﬁnancial and

commercial competence relevant to the sector

in which the Group operates. Further

information on the skills, expertise and

experience of Committee members can be

found on page 108.

The Chair of the Board, CEO, CFO, Group

Financial Controller and Head of Tax, together

with representatives from the external auditors

(Deloitte) and internal auditors (PwC), have

a standing invitation to attend relevant parts

of the meetings. The Committee meets with

external and internal auditors without

management being present to ensure

objectivity. All Board members have access

to Committee papers.

Key responsibilities

Monitoring the integrity of the Group’s

ﬁnancial statements, ﬁnancial reporting and

related statements

Ensuring the appropriateness of accounting

policies, any changes to these, and any

signiﬁcant estimates and judgements made

Reviewing the effectiveness of internal

control, compliance and risk management

systems (including whistleblowing

arrangements)

Overseeing all aspects of the relationship

with the internal and external auditors;

approving the policy on non-audit services;

making recommendations to the Board for

their dismissal or changes; and supervising

any tender process

The Committee’s terms of reference, which

are reviewed and approved annually, are

available at www.elementis.com

Key activities and areas of focus

Recommended approval of the 2024 Annual

Report and Accounts and 2025 Half-Year

Interim Statements to the Board

Approval of audit plans (external and

internal) for 2025

Conducted audit tender process

Fair, balanced and understandable

assessment

Review of going concern and

viability statement

Presentation of adjusting items

Goodwill and indeﬁnite life intangible assets

impairment review

Corporate Governance (Provision 29)

roadmap and readiness

Accounting for acquisition and disposals

Role of the Committee

To assist the Board by establishing, reviewing

and monitoring the Group’s ﬁnancial reporting,

internal controls framework and risk

management, internal audit programmes

and changes in regulatory requirements.

The Committee applied the principles and

provisions set out in Section 4 of the

UK Corporate Governance Code 2024. The

Committee applied the responsibilities set out

in the Audit Committees and the External

Audit: Minimum Standard and more details on

how we met these can be found under Audit

tender, Audit Independence and objectivity,

and Audit effectiveness contained within the

report of the Audit Committee.

Audit Committee report

Dear Shareholders,

As Chair of the Audit

Committee (the ‘Committee’),

I am pleased to present the

Audit Committee report

covering the work of the

Committee during 2025.

This report should be read

in conjunction with the

separate section on

compliance under the

UK Corporate Governance

Code on page 117.”

Christine Soden

Chair, Audit Committee

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Annual Report and Accounts 2025

Audit Committee report continued

Activities during the year

The Committee’s primary focus in 2025 has been on:

Meetings with both the internal and external auditors to review their key ﬁndings

Reviewing the internal control systems and considering the output of internal audit reviews

and management’s action plans

Reviewing the integrity and consistency of key accounting judgements made by management

in both the Company’s full and half-year results

Accounting judgements associated with the Talc business, pre and post sale (May 2025)

Advising the Board on whether the Annual Report and Accounts preparation process is fair,

balanced and understandable, and provides the information necessary to shareholders to

assess the Group’s position and performance, business model and strategy

Reviewing the going concern and viability statements and the supporting assumptions and

assessments in the Company’s half-year report and Annual Report and Accounts

Ensuring compliance with applicable accounting standards, monitoring developments in

accounting regulations which affect the Group, and reviewing appropriateness of accounting

policies and practices currently in place

Considering the material tax and legal risk and provisioning together with overseeing matters

relating to tax, including the impact of tax rates on the ﬁnancial statements, the position on

EU state aid and approval of the Company’s tax strategy

Litigation and compliance reports for both the full and half year

Considering the material legal risks impacting the Company and the associated provisioning

for both the full and half year

Receiving updates on the Code of Conduct and Ethics and the associated training and

whistleblowing reports

Technical updates on key developments in the preparation of the Annual Report and Accounts,

2025 year-end report environment, corporate governance matters and future developments

Reviewing the Group’s risk management activities undertaken by each business area, and at

Group level, to identify and assess the Group’s principal and key operational risks

Monitoring and assessing the Group’s insurance arrangements

Reviewing climate-related risks and opportunities

Reviewing double materiality update and management’s approach to regulatory changes

regarding non-ﬁnancial disclosures

Monitoring proposed audit and corporate governance reforms, including Provision 29,

and the Group’s preparedness for the new controls regime

Statutory audit tender process

Reviewed the preparatory activities for the introduction of Provision 29. All material controls

have been identiﬁed and dry-run testing is underway. The Group is on track to ensure

compliance by 31 December 2026.

Committee effectiveness

The Committee’s performance and effectiveness was reviewed in the year as part of the Board

and Committee effectiveness review conducted by the Group General Counsel & Company

Secretary on behalf of the Chair of the Board. Further details can be found on page 106.

External auditors

Deloitte has served as external auditor for ten years. The Committee engaged with Deloitte to

ensure this key area of oversight was appropriately maintained. The Committee periodically

meets privately, without management present, with the lead audit partner and senior members

of the audit team in order to help promote and encourage honest and open feedback from

all parties.

Audit of the 2025 Annual Report and Accounts

Deloitte reviewed with the Committee its audit strategy and plan for the 2025 audit, highlighting

those areas which it considered to have a more signiﬁcant risk proﬁle, thus meriting special

focus. Deloitte views signiﬁcant audit risks as those areas where there is a higher risk of

material misstatement.

The Committee and Deloitte discussed and agreed that the audit plan should place extra focus

on risks associated with revenue recognition, adjusting items, and management override of

controls. The Committee considered the audit plan presented by Deloitte, which included an

assessment of whether the materiality level and proposed resources to undertake the audit were

consistent with the scope. The Committee considered whether it would require Deloitte to look

at any additional speciﬁc areas but concluded that the proposed audit plan already adequately

covered the key judgemental areas.

On completion of the audit, Deloitte prepared a detailed report of its audit ﬁndings, which was

reviewed and discussed by the Committee.

A similar process was undertaken for the half-year results.

Audit effectiveness

As part of its oversight of the external auditor, the Committee annually assesses the performance

and effectiveness of the external auditor, and the audit process more broadly. This assessment

includes consideration and evaluation of the quality of the audit, how the auditor handled key

accounting judgements and how effectively the auditor responded to the Committee’s questions.

The Committee’s evaluation of the audit quality included the following key areas:

Constructive challenge of management’s key judgements

Quality and consistency of the senior audit team

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Deloitte’s quality assurance procedures

Compliance with relevant legislative and professional standards

Competence and objectivity of key judgemental audit areas such as provisions and

other estimates

Type of data analytic tools used in the audit

The auditor’s Audit Quality Inspection reports published by the Financial Reporting

Council (“FRC”)

In addition to the above considerations, the Committee also considered the results of

management’s survey of internal stakeholders who had the most interaction with the auditor

during the audit process. The data was collated into a score card which was used to help assess

the strengths and any weaknesses of the external auditor’s performance.

Management and the external auditors address any areas of weakness in their regular review

meetings and the lead audit partner updates the Committee on how areas of weakness are

being addressed.

Audit independence and objectivity

The Committee considers the external auditor’s objectivity and independence at least twice

a year. It takes into account the information and assurances provided by the auditor conﬁrming

that all its partners and staff involved with the audit are independent of any links to Elementis.

The Committee also monitors changes in legislation related to auditor independence and

objectivity to assist the Company to remain compliant.

Deloitte has conﬁrmed that all its partners and staff complied with their ethics and independence

policies and procedures, which are fully consistent with the FRC’s Ethical Standard, including that

none of its employees working on the Company’s audit hold any shares in Elementis plc.

Deloitte is required to provide written disclosure at the planning stage of the audit in the form of an

independence conﬁrmation letter. This letter discloses matters relating to its independence and

objectivity, including any relationships that may reasonably be thought to have an impact on its

independence and the integrity and objectivity of the audit engagement partner and the audit staff.

The audit engagement partner must change every ﬁve years and other senior audit staff rotate

at regular intervals.

The Committee develops and recommends to the Board the Company’s policy on non-audit

services and associated fees that are paid to Deloitte. In accordance with the FRC’s Revised Ethical

Standard, an auditor is only permitted to provide certain non-audit services to public interest

entities (e.g. Elementis plc) that are closely linked to the audit itself or that are required by law or

regulation, as such services could impede their independence. Permitted non-audit services fees

paid to the statutory auditor are subject to a fee cap of no more than 70% of the average annual

statutory audit fee for the three consecutive ﬁnancial periods preceding the ﬁnancial period in

which the cap applies. The 70% non-audit services fee cap has been applied to the Group for the

year ended 31 December 2025. The average audit fee is $2.4m (calculated as the average of the

audit fees for the three preceding ﬁnancial years; 2024: $2.5m; 2023: $2.4m; 2022: $2.4m).

Non-audit services fees during the year were $0.3m (2024: $0.4m; 2023: $0.3m 2022: $0.3m),

which is signiﬁcantly below the cap of $1.7m (70% of $2.4m). In 2025, fees for non-audit services

represent 5.88% of the average audit fees on which the cap is based.

The Committee is of the view that Deloitte was objective and independent throughout the 2025

audit process.

Non-audit services

The Group has an agreed policy with regard to the provision of audit and non-audit services

by the external auditor, which has operated throughout 2025 and is available on the

Company’s website.

Under the policy, the CFO may approve individual engagements where the fee is up to 15%

of the Group’s audit fee for the year, provided that the non-audit fees in the year do not exceed

50% of that Group audit fee. Decisions above these thresholds must be referred to the

Committee for determination.

2025

2024

Audit fees ($m)

1.9

2.1

Assurance-related services ($m)

0.2

0.3

Non-audit fees ($m)

0.1

Ratio of non-audit fees to audit fees (%)

5.26%

4.76%

Total fees ($m)

2.2

2.5

Audit tender

As a UK listed company, Elementis is required to carry out an audit tender every ten years and

rotate the external audit partner every ﬁve years. Deloitte was ﬁrst appointed as external auditor

in April 2016 following a tender in 2015 and therefore the 2025 Annual Report is the tenth that

they have audited. Deloitte last rotated the lead audit partner in January 2022.

The Committee conﬁrms that the Company is compliant with the provisions of the Statutory

Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee Responsibilities) Order 2014, for the year ended

31 December 2025.

Elementis announced its intention to commence a formal audit tender process during 2025 in its

2024 Annual Report.

The Audit Committee has primary responsibility for the audit tender process and, at its meeting in

December 2024, the Committee agreed the stages of the process, timeline and selection criteria.

The Committee’s key objective throughout the tender process, and in making its

recommendations to the Board, was to ensure that Elementis appointed an audit ﬁrm that

would provide a high-quality, effective audit.

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To ensure an effective and efﬁcient tender process, the Audit Committee established

a Sub-Committee comprising the Audit Committee Chair, the CFO, the Group Financial

Controller and Head of Tax, the Head of Technical Accounting and Reporting and the VP Global

Sustainability, to meet with the three candidate ﬁrms to consider the tender submissions and to

receive presentations from them. The Committee was kept up to date throughout the tender

process by the Chair.

The timeline of the tender process, which started in March 2025, is set out below. The process

was managed in such a way as to allow adequate time to consider the merits of the proposals of

the candidate ﬁrms and recommend the preferred ﬁrm to the Board, and to seek shareholder

approval at the AGM, in advance of the commencement of the audit for the ﬁnancial year ending

31 December 2026.

Timeline

Action

2025

March

Request for proposal issued

March

Data room available to candidate audit ﬁrms

April

Introductory meetings between Sub-Committee and candidate audit ﬁrms

April

Meetings between Sub-Committee and candidate audit ﬁrms

May

Audit proposals submitted to Elementis

June

Presentation to the Sub-Committee

July

Audit Committee recommendation to the Board and Board approval

2026

April

Shareholders to approve the appointment of auditors

During 2024, the Committee held informal discussions with a range of audit ﬁrms to ascertain

their willingness and capacity to participate in the audit tender process.

During March 2025, the Committee decided to formally invite Deloitte, Ernst & Young and Grant

Thornton to tender for the Company’s audit. Deloitte were invited as the incumbent auditor,

Ernst & Young were invited as one of the Big 4 audit ﬁrms and Grant Thornton were invited as

a non-Big 4 challenger ﬁrm. The Committee felt that this provided a good range of ﬁrms which

would lead to a competitive tender process.

In line with FRC guidance, the written responses to the Request for Proposal (“RFP”) were

assessed by the core team against the following criteria:

Headline criteria

Themes

Business

understanding

Understanding of Chemicals/Manufacturing sector and

emerging trends

Experience of auditing FTSE 250 companies

Global reach

and coordination

Suitable international presence

Strength/manner of global and cross-functional coordination

Engagement, team

and leadership

Experience with similar size/sector clients

Cultural ﬁt to Elementis

Experience of lead audit team members

Transition plans and/or commitment to stable audit teams

Technology

and innovation

Use of data analytics in audit procedures

Integration of cybersecurity and IT risk assessments in audits

Digital tools for real-time reporting and analytics

Approach to leveraging big data for audit insights

Audit approach

Proposed audit strategy and risk assessment approach

Communication and stakeholder management

Approach to fraud detection and internal control evaluation

Sample audit plan

Quality and

independence

Ranking in audit quality reports (e.g. FRC Audit Quality Reviews)

Conflicts of interest

References

Ethical standards compliance

Fees/value

for money

Detailed breakdown of audit fees

Flexibility on additional services

Demonstration of added value

Outcome of statutory audit tender process

As described above, the three ﬁrms provided a written response to the tender RFP and presented

their proposals to the Sub-Committee. This provided an opportunity to explore the areas within

the selection criteria, and to assess the quality of the key members of the proposed audit teams.

The Sub-Committee considered the tender submissions and presentations from the audit teams

and the extent to which they met the selection criteria.

Audit Committee report continued

115

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

The Sub-Committee agreed that all proposals would deliver a quality external audit. Overall, the

Sub-Committee concluded that the preferred candidate was Ernst & Young LLP, due to:

(i) their proposed scoping of the audit engagement and associated cost proﬁle; (ii) their proposed

use of analytic and artiﬁcial intelligence technology within the audit; and (iii) the quality and

experience of the proposed audit team.

The Sub-Committee recommended to the Audit Committee that Ernst & Young LLP be appointed

for up to ten years in accordance with relevant legislation and regulations. The Audit Committee

supported the Sub-Committee’s recommendation.

At its meeting on July 2025, the Board approved the Committee’s proposal to appoint Ernst &

Young LLP as statutory auditor of the Company for the year ending 31 December 2026, subject

to shareholder approval at the 2026 AGM. It was agreed with Ernst & Young that their team would

shadow Deloitte during the 2025 external audit process to provide maximum opportunity for

Ernst & Young to understand the key accounting issues relevant to the Group as comprehensively

as possible in advance of their formal appointment.

Ernst & Young LLP has expressed its willingness to be appointed as auditor of the Company.

Separate resolutions proposing Ernst & Young LLP’s appointment and the determination of its

remuneration by the Audit Committee will be proposed at the 2026 AGM.

The Committee would like to thank all participating ﬁrms for their professionalism and the quality

of their submissions.

Key judgements

How the Audit Committee has addressed these matters

Revenue recognition

The main area of judgement continues to be in relation to recognition of

revenue from shipments by sea. The Committee satisﬁed itself that the

Group had appropriately recognised revenues in accordance with their

contractual obligations during the period, paying particular attention to

period end cut-off.

Classiﬁcation of costs

as “Proﬁt/Loss from

discontinued

operations” or

“Business

Transformation”

adjusting items

The main area of judgement is ensuring that costs allocated to

discontinued operations and business transformation adjusting items are

appropriately aligned with the nature of these activities. The Committee

has held discussions with management to walk through the costs

allocated to each of these categories to ensure their appropriateness.

The Committee challenged management on several items and satisﬁed

itself that costs had been allocated appropriately.

The Committee discussed and challenged management’s assessment of the key judgements set

out above and was satisﬁed that all judgements and estimations had been appropriately made

and the ﬁnancial statement disclosures were appropriate.

Internal controls, risk and risk management

A key part of the Committee’s role is to review the effectiveness of the internal control,

compliance and risk management systems, which it carries out in support of the Board’s formal

review of signiﬁcant risks and material controls, as summarised in the Risk management report

on pages 40-43.

The Committee also has oversight of associated readiness activity and implementation timelines,

for example in relation to Provision 29, and allocates appropriate resources to continue the

development of our framework of controls in line with guidance.

During 2025, PwC provided an outsourced internal audit function. The internal audit plan is based

on a review of the key risks which are considered high risk in the context of the Group’s activities,

or have not been subject to a recent audit. The 2025 internal audit plan was discussed and

agreed between management and PwC ahead of it being considered and subsequently approved

by the Committee. Management reviews the schedule with PwC on a quarterly basis and adapts

the schedule during the year to incorporate any new or increased risks. The outcomes of these

reports are provided to the Committee, alongside any management actions.

Following an evaluation of the services provided by PwC in respect of the internal audit

conducted in 2025, the Committee has conﬁrmed that both the process for determining the

internal audit programme, and the programme itself, are appropriate and effective.

During the second half of 2025, the Committee approved management’s proposal to terminate

the services of PwC effective 31 December 2025 and set up the Company’s own in-house

internal audit function. By creating and running the Company’s own internal audit function, the

Committee believes that the Company will beneﬁt from enhanced value-added recommendations

and a wider ranging internal audit scope, allowing more audits to be undertaken annually in a

more cost-effective manner. External specialist resources will be used to complement the new

internal audit team where deep technical expertise is required. The new internal audit function

will report directly to the Chair of the Committee.

Management are committed to addressing all control ﬁndings identiﬁed by both the internal

and external auditors. The Group has continued to remediate control deﬁciencies as they are

identiﬁed; during 2025, speciﬁc focus was placed on enhancing price override and journal review

controls. The Group also continues to invest in its ﬁnance, operational and IT capabilities, and

management are committed to maintaining a strong control environment. Set out below is a

summary of the key features of the Group’s internal controls and risk management system.

Control environment

The Group has policies and procedures that set out the responsibilities of business and site

management, including authority levels, reporting disciplines, and responsibility for risk

management and internal controls. In addition, annual compliance statements on internal controls

are certiﬁed by each operating segment.

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Annual Report and Accounts 2025

Risk identiﬁcation and review

A formal risk review process exists at Board and ELT levels for the identiﬁcation, evaluation,

mitigation and ongoing monitoring of risks, including emerging risks. Further details can be

found on pages 40-43.

Internal audit programme

An internal audit programme is proposed by the internal audit function in consultation

with the CFO and approved by the Committee each year, setting out a programme of audits

over the course of the next 12 months. The programme covers the monitoring of the

effectiveness of internal controls and the design of processes to test the effectiveness of

controls. As well as conducting audits of operating facilities, sales ofﬁces and tolling sites

on a two- to three-year rotational basis, the internal audit programme includes reviews of

Group functions and processes.

During 2025, the following audits were undertaken:

Cyber security

Hsinchu (Taiwan)

Huguenot (US)

Taloja (India)

The three site audits involved various reviews of the control environment at each site,

including continuity, ﬁnancial systems, governance and ESG reporting.

Controls assurance

The controls assurance framework at Elementis is as follows:

Board leadership supported by an open and transparent culture of ‘no surprises’, good

governance and compliance. This means knowing and understanding the businesses and

quality interactions between the Board and the ELT (including a regular programme of

presentations and reports to the Board, as well as operational site visits)

Internal and external audit programmes, and regular litigation and compliance reviews with

the Group General Counsel & Company Secretary

A programme of compliance audits, regulatory inspections, environmental reviews and

property surveys by external specialists

The Company’s Code of Conduct and Ethics, on which all employees receive training,

and which summarises the Company’s key policies, including anti-bribery and corruption,

whistleblowing arrangements and anti-retaliation. In 2023, we launched our ‘Business Partner

Expectations Document’, which sets out our key requirements of third parties that we do

business with, as well as our third-party compliance risk screening tool

Whistleblowing

If an individual is not comfortable speaking up to their line manager, to Human Resources (“HR”)

or to the Compliance team regarding potential breaches of law, Company policy or values

(including those related to accounting, auditing, risk, internal control and related matters), they

have access to an independently hosted, anonymous (if preferred) whistleblowing facility

(IntegrityCounts), available 24 hours a day, 365 days of the year. Details of how to access this

service are referenced in the Code of Conduct and Ethics, and actively advertised at all Elementis

locations. Information is also available online. The Committee has oversight of reports of this

nature, which are investigated by the Global Head of Compliance with the involvement of other

senior colleagues as required. During 2025, there were 20 reports. As a result of the Committee’s

review, it was satisﬁed that all had been duly investigated and appropriate actions identiﬁed by

management. Please see further details on page 86.

Fair, balanced and understandable

The Committee adopted a similar approach as in previous years to ensure that the Annual Report

is fair, balanced and understandable. The process was as follows:

An internal Annual Report team was set up to manage the process. The team consisted of

members drawn from the Group Finance, Company Secretariat, Investor Relations,

Sustainability and Communications functions. The team was responsible for regularly

reviewing work and ensuring balanced reporting, with appropriate links between key

messages and sections of the Annual Report

The Committee Chair held meetings with the audit partner, and the Committee held meetings

with the external auditors without management being present

The Committee received updates from management on the Annual Report progress and audit

throughout the process as well as from the Company’s brokers and other advisers

The Committee, Chair and Executive Directors reviewed the Annual Report in its ﬁnal stages

Following this process, the Committee and then the Board were able to conﬁrm that the

Annual Report, taken as a whole, is fair, balanced and understandable, and provides the

necessary information for shareholders to assess the Group’s position, performance,

business model and strategy.

Christine Soden

Chair, Audit Committee

Audit Committee report continued

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Compliance statement

How the Board operates

The Board held eight scheduled meetings during the year, and additional Board meetings were

also held to discuss emerging matters, including CEO and CFO succession, the divestment of the

Talc business and the share buyback programme.

For each Board and Committee meeting, meeting papers are provided in advance through a

secure portal. Board papers include standing items, such as ﬁnancial performance and investor

relations updates, and special business such as strategic, operational or governance matters,

which are prepared by Executive Directors, senior management, the Group General Counsel

& Company Secretary and/or external advisers. The Board regularly invites ELT members and

their team members to attend Board meetings and receives presentations and updates from

their relevant business and functional areas.

Other key information, such as analyst/investor reports, Company policies and governance

guidelines, is available through the secure portal.

Matters reserved for the Board

To ensure there is a clear division of responsibilities between the Board and the running of

the Company business, the Board has a formal schedule of matters reserved for its decision.

This is reviewed on a periodic basis and is available on our website: www.elementis.com

Group ﬁnancial report

Risk management and internal controls

Corporate governance

Group strategy

Acquisitions and disposals

Talent and succession

Culture and values

Sustainability

Health and safety

Engagement with key stakeholders

Financial and trading statements

Board allocation of agenda time

Agendas for each Board meeting are prepared by the Group General Counsel & Company

Secretary as a rolling programme over a 12-month period, but are reviewed regularly and

updated where appropriate. The agenda for each Board meeting is agreed with the Chair,

CEO and CFO.

Shareholder communications

The Chair is responsible for effective communication with shareholders. The CEO and CFO are

the Company’s principal contacts for investors, analysts, press and other interested stakeholders.

There is a dedicated investor relations programme for current and potential investors, which

is managed by the Head of Investor Relations, who reports to the CFO. Further information

regarding shareholder services can be found on page 216.

The UK Corporate Governance Code

For the year ended 31 December 2025, Elementis plc was subject to the UK Corporate

Governance Code 2024 (the ‘Code’). The Code sets standards of good practice in relation

to all areas of corporate governance in the UK. In this Annual Report, we report on how we

applied the main principles of the Code and complied with its relevant provisions.

We consider ourselves to be fully compliant throughout the year ended 31 December 2025

and from that date up to the date of approval of this Annual Report.

The Code is currently available at www.frc.org.uk

Board leadership and company purpose

Board of Directors

92-95

Purpose, values, strategy and culture

Board decisions and outcomes

100-101

Stakeholder engagement

102-103

Workforce policies and practices

104-105

Division of responsibilities

Leadership of Board by Chair

118

Board composition and responsibilities

118

Role of the Non-Executive Directors

118

Board policies, processes, information, time and resources

117-119

Composition, succession and evaluation

Board appointments and succession

108-109

Board skills, experience and knowledge

108

Annual Board and Committee evaluation

106

Audit, risk and internal controls

Financial reporting, external auditor and internal audit

112-115

Fair, balanced and understandable assessment

116

Internal ﬁnancial controls and risk management

115

Remuneration

Linking remuneration with purpose and strategy

122-125

Remuneration Policy review

122

Remuneration performance outcomes

126

118

Elementis plc

Annual Report and Accounts 2025

Compliance statement continued

Roles and responsibilities of the Directors

The Board members (those in position as at 31 December 2025) have clearly deﬁned roles and responsibilities, as set out in the table below. They also have a range of skills, knowledge and

experience that is relevant to the successful operation of the Board (see the biographies on pages 92-95 and Board composition and skills matrix on page 108).

Non-Executive Directors

Chair

John O’Higgins

Leads the Board and is responsible for its overall

effectiveness

Sets the agendas in consultation with the CEO, CFO and

Group General Counsel & Company Secretary

Promotes open, honest and constructive debate, challenges

during meetings and guides the CEO and CFO in delivery of

the strategy

Ensures the Board conforms with the highest standards of

corporate governance

Chairs the Nomination Committee and ensures the Board

has an appropriate balance of skills, diversity and experience

Ensures effective succession planning is in place and leads

the annual Board effectiveness review

Engages with shareholders and other stakeholders, and

ensures that their views are understood and considered

appropriately in Board decision-making

Senior Independent

Director

Trudy Schoolenberg

Acts as a sounding board to the Chair, providing support and

advice where necessary

Is the point of contact for shareholders and other

stakeholders to discuss matters of concern

Leads the Board’s appraisal of the Chair’s performance

with the NEDs

Independent

Non-Executive Directors

Heejae Chae, Maria

Ciliberti, Dorothee Deuring,

John O’Higgins, Trudy

Schoolenberg, Christine

Soden, Clement Woon

Provide independent oversight and objectivity to the

Board’s deliberations

Use their broad range of experience and expertise to

challenge management and aid decision-making

Serve on various Committees and play a leading role in

the effectiveness of those Committees

Non-Independent

Non-Executive Director

Christopher Mills

Supports the Board in completing existing initiatives and

potentially new initiatives to help contribute to long-term

shareholder value creation

Serves on the Nomination Committee

Executive Directors

Chief Executive Ofﬁcer

Luc van Ravenstein

Day-to-day management of the business

Execution of strategy and operational performance

Provides regular updates to the Board on all signiﬁcant

matters relating to the Group

Ensures the Company has a strong team of high-calibre

executives

Puts in place management succession and development plans

Chief Financial Ofﬁcer

Ralph Hewins

(From 1st January 2026

this position was held by

Kath Kearney-Croft)

Supports the CEO in the delivery of the Company’s strategy

and ﬁnancial performance

Leads the Group Finance function and is responsible for

ﬁnancial reporting, investor relations, IT, risk, insurance and

tax matters

Plays a key role in external stakeholder relationships, including

investment community, lenders and pension trustees

Group General Counsel & Company Secretary

Hannah Constantine

Supports the Chair in ensuring the Board operates efﬁciently

and effectively

Provides the Board with advice on governance developments

Facilitates the Directors’ induction programmes and assists

with ongoing training and development

Assists the Chair with the Board effectiveness review process

Designated Non-Executive Director for workforce engagement

Christine Soden

Represents the Board when engaging and communicating

with employees and provides communication on any

outcomes

Nomination, Audit & Remuneration Committee Chair

John O’Higgins

Christine Soden

Clement Woon

Chairs Committee meetings in line with approved Terms of

Reference and reports back to the Board on how the

Committee has discharged its responsibilities

Engages with shareholders on signiﬁcant matters related

to the Committee and attends the AGM to answer any

shareholder questions

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Independence of the Non-Executive Directors

Seven of the NEDs are considered independent in character and judgement. The Chair was

considered independent on appointment and the Board conﬁrms that he remains effective.

The independence of NEDs is reviewed annually by the Nomination Committee.

Christopher Mills is not considered by the Board to be independent, in view of his role as founder

and CEO of Harwood Capital Management Limited and close relationships with several other

shareholders. As at 31 December 2025, Christopher Mills’ interest in the Company’s shares is

held through North Atlantic Smaller Companies Investment Trust PLC (“NASCIT”) and Oryx

International Growth Fund Limited (“Oryx”). Mr Mills is a director of NASCIT and Oryx. Mr Mills

holds 2.50% of the shares in Oryx in his own name. Mr Mills also owns 27.74% of the shares in

NASCIT, which in turn holds 52.68% of the shares in Oryx. Oryx holds 6,000,000 of the

Company’s shares. Mr Mills is a partner and Chief Investment Ofﬁcer of Harwood Capital LLP

(“Harwood”), which is investment manager and investment adviser to NASCIT and Oryx

respectively. Harwood is a wholly owned subsidiary of Harwood Capital Management Limited.

Funds managed by Harwood Capital Management Limited and its afﬁliates (including Oryx)

own 22.1m of the Company’s shares.

The biographies of the Directors can be found on pages 92-95 and details of the membership of

each Board Committee can be found on pages 107, 111 and 121 respectively.

Time commitment

Following the Board performance review process, as detailed on page 106, the Board has

considered the individual Directors’ attendance, contribution and external appointments, and is

satisﬁed that each of the Directors is able to allocate sufﬁcient time to the Group to discharge

their responsibilities effectively. Information on Directors’ external appointments can be found

on pages 92-95. Following the votes against the Resolution to appoint Christopher Mills at the

2025 AGM, a statement is available on the Company website which notes that the Company had

engaged with our largest shareholders who had voted against the Resolution and highlighted in

particular:

(i)

the board of The PRS REIT is in publicly announced takeover discussions;

(ii) Bigblu Broadband plc is in liquidation; and

(iii)

Catalyst Media Group has a single unquoted investment which we are advised takes up less

than two hours of Mr Mills’ time annually.

Christopher Mills resigned from the board of The PRS REIT on 5 January 2026.

The Directors’ commitments register is maintained by the Group General Counsel & Company

Secretary and is regularly reviewed by the Nomination Committee. All Directors are expected to

commit sufﬁcient time to the Board, and the Company, as is necessary to carry out their duties

as a Director.

Additional appointments

If a NED wishes to take on an additional external appointment, they are required to seek

permission from the Board. The Board will take into consideration the time commitment required

by the NED in their role as a Board Director, Committee Chair or Committee member before any

permission is given.

Executive Directors are not permitted to take on more than one non-executive directorship of

a FTSE 100 company or other signiﬁcant appointment. No such external appointments are

currently held by any of the Executive Directors.

Conflicts of interest

Elementis plc has a Conflicts of Interest Policy in place for all Group companies. Our Board and

its Committees consider potential conflicts at the outset of every meeting and the Board formally

reviews the authorisation of any potential conflicts of interest throughout the year, with any

conflicts being recorded in the Conflicts of Interest Register.

The Conflicts of Interest Register sets out any actual or potential conflict of interest situations

which a Director has disclosed to the Board in line with their statutory duties and the practical

steps that are to be taken to avoid conflict situations. When reviewing conflict authorisations, the

Board considers any other appointments held by the Director as well as the ﬁndings of the Board

effectiveness evaluation. Directors are required to seek Board approval for any actual or potential

conflicts of interest. Kath Kearney-Croft is in receipt of a conflict authorisation from the Company

in respect of her acting as a trustee of the Elementis Group Pension Scheme. Further details can

be found in the Directors’ report on pages 144-147.

Directors’ insurance and indemnities

The Company maintains directors’ and ofﬁcers’ liability insurance, in the event of legal action

brought against its Directors.

The Company has also granted qualifying indemnities to each of the Directors. These qualifying

indemnities are uncapped in amount, in relation to certain losses and liabilities which they may

incur to third parties in the course of acting as a Director of the Company. Neither the indemnity

nor insurance provides coverage in the event that a Director is proved to have acted fraudulently

or dishonestly.

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Annual Report and Accounts 2025

Board induction

The Chair, with support from the Group General Counsel & Company Secretary, is responsible for preparing and coordinating an appropriate induction programme, which is to be tailored to the

needs of each newly appointed NED. Newly appointed Directors will be provided with a thorough brieﬁng on their ﬁduciary duties and continuing obligations from the Group General Counsel &

Company Secretary, supported by external legal advisers, if required.

Board training and independent advice

All Directors have access to the advice and services of the Group General Counsel & Company

Secretary and may take independent professional advice, as appropriate, at the expense of

the Company.

Directors are given the opportunity throughout the year to undertake training and attend

seminars, as necessary, to keep their skills and knowledge up to date. In addition, technical

brieﬁngs are regularly included in Board and Committee papers.

The Group General Counsel & Company Secretary supports the Chair in ensuring that the Board

and its Committees operate within the governance framework and that communication and

information flows within the Board and its Committees, and between management and NEDs,

remain effective.

Information flows

The Chair and the Group General Counsel & Company Secretary ensure that the Directors

receive clear and timely information on all relevant matters. Board papers are circulated in a

timely manner in advance of the meetings to ensure that there is adequate time for them to be

read and to facilitate robust and informed discussion.

A fully encrypted electronic Board portal is used to distribute Board and Committee papers and

to provide efﬁcient distribution of business updates and other resources to the Board.

Board induction programme

Induction – general topics

The role of the Director

Board and Committees

Board meetings

Rules, regulations and guidance

Board procedures

Current issues

Nature of the Company, its business and its markets

The Company’s main relationships

Induction – Board

Committees (as

appropriate)

Role and remit of the Committee

Link between the Committee’s policy and the Company’s

strategic objectives

The annual meeting schedule for the Committee

The main business conducted by the Committee

The legal requirements relevant to the Committee’s

operations

Market practice and current trends relevant to

the Committee

Current issues

Views of investors on matters considered by the

Committee and potential areas of focus

Any technical training on key matters

Board induction programme

Induction – external

advisers

Meetings with:

External auditors

Internal audit function

Remuneration consultants

Brokers

Lawyers

Induction – senior

management meetings

Meetings with:

All ELT members

VP IT, Data and Digital

Group Financial Controller & Head of Tax

Head of Investor Relations

VP Global Sustainability

Induction – site visits

Key Elementis operating and corporate sites globally

Compliance statement continued

121

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Index page

121

Annual statement of the Chair of the

Remuneration Committee

124

Remuneration at a glance

127

Summary of Directors’ Remuneration

Policy and its implementation

Annual Report on Remuneration

131

Remuneration payable to Directors

for 2025

132

Annual bonus for performance in 2025

134

Directors’ share-based awards

136

Directors’ scheme interests

137

Directors’ share interests

138

Directors’ retirement beneﬁts

138

Payments to past Directors or payments

for loss of ofﬁce

139

Joining arrangements for new CEO

and CFO

140

Total shareholder return

140

CEO to all-employee pay ratio

141

Relative importance of spend on pay

142

Percentage change in remuneration of

the Directors

142

Statement of shareholder voting

143

Other information about the Committee’s

membership and operation

143

Terms of reference

143

Activities during the year

Attendance at Remuneration Committee meetings

Member

Member since

Eligible meetings

(max 5)

Attendance

Clement Woon (Chair)

December 2022

Heejae Chae

March 2024

Dorothee Deuring

March 2017

John O’Higgins

February 2020

Christine Soden

November 2020

Trudy Schoolenberg

March 2022

The Directors’ Remuneration report

The Directors’ Remuneration report is set out

in the following parts:

This Annual Statement from the Chair

of the Remuneration Committee

summarising how our Remuneration Policy

has been implemented and the key

decisions taken by the Committee;

An at a glance summary of incentive plan

outcomes for 2025 and a summary of the

incentive plan metrics we will apply to our

incentive plans in 2026;

A summary of the Remuneration Policy

which was approved by shareholders at

the 2025 AGM, how it was implemented in

2025 and how it will be implemented in

2026; and

The Annual Report on Remuneration,

which provides full detail on how we paid

Directors during 2025.

The Annual Report on Remuneration will be

presented to shareholders for approval at the

AGM on 29 April 2026 and I look forward to

your vote in support of the resolution.

Directors’ Remuneration report

Annual statement of the Chair of the Remuneration Committee

Dear Shareholders,

I am pleased to present the

Directors’ Remuneration

report for the year ended

31 December 2025. This

report should be read in

conjunction with the separate

section on compliance

under the UK Corporate

Governance Code on

page 117.”

Clement Woon

Chair, Remuneration Committee

122

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Annual Report and Accounts 2025

Remuneration Policy

Elementis is a global specialty chemicals company serving large and growing markets for

speciality additives.

The completion of the sale of the Talc business during the year resulted in Elementis becoming

a pure-play speciality additives leader in large, growing markets. Whilst our additives are a

relatively small part of product formulation, they are high impact. As a recognised innovation

leader with deep expertise in rheology, a special hectorite asset and unrivalled expertise in

Formulation Solutions, we are well set for long-term growth in our two focused high margin

businesses of Personal Care and Coatings. It is in this context that we launched our new Elevate

Elementis strategy in July 2025. The strategy focuses on the key priorities which will drive

signiﬁcant value creation: accelerating sustainable growth, being the ﬁrst choice for customers,

and building a simpler and leaner Elementis. Our new executive team is dedicated to executing

the strategy and delivering attractive returns for our shareholders.

We received shareholder approval at our 2025 AGM for a reﬁned Remuneration Policy. This

supports our Elevate Elementis strategy through a weighting towards long-term incentives with

growth targets. It is set with reference to UK benchmarks, with flexibility retained to pay above UK

norms where executives are recruited from overseas given our global footprint. Our pay model is

UK-centric and includes base salary, pension and beneﬁts, annual bonus, and a performance

share plan (the same policy cascades below Executive Director level but includes restricted stock

as well as performance shares in recognition of local market practice in the geographic locations

in which we operate).

At the 2025 AGM we received 98.78% support from shareholders for the Directors’ Remuneration

Policy which is intended to apply until the 2028 AGM.

Business performance in 2025

Elementis has delivered strong strategic and ﬁnancial performance this year despite a soft

demand environment, demonstrating the strength and quality of the business and our

commitment to delivering outstanding value for our customers. An important strategic milestone

this year was the sale of the Talc business, in May, when we announced the simultaneous signing

and completion of the sale to IMI Fabi for $121m, with cash proceeds of $55m. The sale enabled

the Company to return value to shareholders via our ﬁrst share buyback programme of around

£40m, supported accelerated delivery of our 2026 ﬁnancial targets and positioned the business

for improved future growth.

The Group delivered a robust ﬁnancial performance. While revenue was slightly down at

$597.5m, adjusted operating margin was up strongly to 21.2%. This reflects management’s

success in driving pricing optimisation, enhancing supply chain resilience, and delivering

efﬁciencies across our back-ofﬁce operations.

2025 annual bonus

The 2025 bonus was based on challenging Adjusted group PBT (50% weighting) and Adjusted

AWC to sales ratio targets (20% weighting) and strategic targets aligned to our 2025 strategic

priorities of innovation, growth, efﬁciency and sustainability (30% weighting). In light of the sale of

the Talc business in the ﬁrst half of the year, the Committee restated the targets so that they were

based on continuing operations. The Committee is comfortable that the adjusted targets were at

least as challenging as the targets originally set. Further details are set out on pages 132-134.

The Committee undertook a formal assessment of performance against the targets and

determined that bonuses were payable at 71.9% of maximum for the Executive Directors.

Details on the pro-rating of annual bonuses to reflect time served by each of the Executive

Directors in the year is provided in further detail later in this report.

Further details of the targets set for 2025, and the actual performance achieved are disclosed on

pages 132-134.

Across Elementis, circa 93% of employees are expected to receive a bonus, with awards to be

paid up to circa 85% of maximum depending upon individual performance and speciﬁc bonus

plan targets.

Long-term incentive plan (“LTIP”)

LTIP awards granted in the year:

The 2025 LTIP awards were granted to Executive Directors on

30 May 2025 based on normal award levels of 200% of salary for Luc van Ravenstein and 175%

of salary for Ralph Hewins.

The awards are subject to EPS (30% weighting), ROCE (30% weighting), Relative TSR vs. the

FTSE All-Share Index (excluding Investment Trusts) (30% weighting), and Scope 1 & 2 GHG

emissions reduction (10% weighting). The choice of metrics and targets ensured alignment

with the Company’s medium-term to long-term strategy of delivering sustainable growth and

shareholder value creation looking beyond the FY 2026 targets set as part of our November 2023

Capital Markets Day (“CMD”). The awards will be subject to an overriding Committee discretion

to reduce the awards at vesting should there be a perceived disconnect between underlying

ﬁnancial performance, total shareholder return and reward.

Full details of the targets and the awards are set out on page 135. To the extent these awards vest

at the end of the three-year performance period, shares will be required to be held for a further

two years.

Directors’ Remuneration report continued

123

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Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

LTIP awards vesting based on performance to 31 December 2025:

The 2023 LTIP awards

were granted subject to challenging EPS, relative TSR and operating cash conversion targets,

and a general ROCE underpin.

Based on the performance over the three-year period, the 2023 LTIP awards will vest at 76.8% of

the maximum. This is as a result of delivering 24.7% growth in EPS, a TSR of 62.4%, and

operating cash conversion of 97.5%. The ROCE underpin was satisﬁed with ROCE (excluding

goodwill) increasing from 12% to 30% over the performance period. In light of the sale of Talc, the

EPS performance targets were restated to take account of the sale and share buyback. The

restatement ensured that the EPS targets were no more or less challenging than when originally

set and delivered the same vesting outcome that would have been achieved had Talc remained

part of Elementis based on its expected future performance for the remainder of the performance

period. On this basis, the Committee was comfortable with the adjustment. No adjustment was

made to the AOCC targets given these were three-year average targets as opposed to testing

performance based on the ﬁnal year of the performance period which was the case with EPS.

Overall, having had regard to the TSR vesting outcome and the ROCE achieved, the Committee

was comfortable that the vesting outcome was consistent with underlying ﬁnancial performance

and stakeholder experience over the period.

The Committee also considered the potential for windfall gains and concluded that the value

on vesting of the 2023 awards did not beneﬁt from windfall gains. In reaching this conclusion,

the Committee determined that the share price was a fair reflection of the underlying ﬁnancial

performance of the Company having consistently increased throughout the performance period

as a result of robust underlying ﬁnancial performance. In addition, the Committee also noted that

the share price used as the basis of determining awards in 2023 was at a similar level to the share

price prevailing at the time of determining the 2022 awards. Accordingly, the Committee did not

use any discretion in connection with the 2023 award.

Further details are included on page 128.

The Committee believes that the overall incentive outturns and approach to target-setting

were appropriate based on the Company’s performance over the whole performance period and

demonstrate that the Committee has, and will continue to, set performance targets which it

considers to be meaningful and appropriately stretching. As a result, the Committee is

comfortable that its general approach to remuneration and the overall policy framework are

working as intended. In reaching this conclusion, the Committee did consider the quantum of

remuneration earned at both executive level and across the Company (including considering pay

ratios) and determined that our overall Remuneration Policy and outcomes were appropriate and

proportionate. As detailed in the sections above on the 2025 annual bonus and 2023 LTIP award,

the Committee did not use discretion during the year.

Impact of the Divestment of Talc of in-flight LTIP awards

In addition to considering the impact of the divestment of the Talc business and share buyback

undertaken during the year on the 2023 LTIP award, the Committee also reviewed their impact on

the targets set for the 2024 and 2025 LTIP awards. The Committee concluded that it would be

appropriate to restate the targets for both awards to allow for the impact of the divestment and

share buyback. Given that the Talc business had been owned for less than half of each of the

LTIP awards’ performance periods, the targets will be restated based on the continuing

operations of the business. The restatement will be based on the ﬁnancial information used to set

the original targets and so the impact of the change will be to ensure that the revised targets are

appropriate for the current shape of the business and have the same incentive effect as when the

targets were originally set. To the extent that other material corporate activity takes place, or

there are further one-off share buybacks, the Committee intends to take these factors into

account prior to testing performance against the revised targets. Further information will be

detailed at the time of vesting of each award.

Executive Director changes in the year

This year under review has been a period of leadership transition. Luc van Ravenstein was

promoted to the role of CEO on 29 April 2025 replacing Paul Waterman. Luc was appointed

on a salary of US $720,000 with the salary being set at a signiﬁcant discount to the former

CEO’s salary ($1,071,055). The salary was set noting Luc was an internal promotion but with a

commitment to review his salary having regard to both his performance in post and comparable

FTSE 250 CEO market rates in early 2026. His maximum bonus and long-term incentive

opportunities were set at 150% and 200% of salary respectively, consistent with the Directors’

Remuneration Policy. Further details on Luc van Ravenstein’s joining arrangements are set out on

page 139. With regard to the former CEO, the remuneration due in relation to his cessation of

employment was as set out in last year’s Directors’ Remuneration Report and is included in detail

on page 138. His cessation of employment was as announced to the market on 18 November

2024, forming part of mutual agreement being reached in connection with the Board’s leadership

succession plans.

124

Elementis plc

Annual Report and Accounts 2025

Directors’ Remuneration report continued

On 30 September 2025, it was announced that Kath Kearney-Croft would be appointed CFO

Designate on 3 November 2025 before becoming CFO and joining the Board on 1 January 2026.

This was as a result of Ralph Hewins informing the Board of his intention to retire and agreeing to

step down from the Board on 31 December 2025 and to cease employment on 31 March 2026 in

order to ensure an orderly handover. Kath was appointed on a salary of £400,000 with an

expectation that her salary would be subject to review as part of the 2026 annual salary review

process effective from 1 April. It was agreed as part of her recruitment that she would receive a

long-term incentive award at 175% of salary shortly following her commencement of employment.

The award is subject to the same performance targets that apply to the Executive Directors’

awards that were granted earlier in 2025 and provides immediate alignment with the wider

executive leadership team. On an ongoing basis, her maximum annual bonus and long-term

incentive opportunities will remain at 125% and 175% of salary which is consistent with the

Directors’ Remuneration Policy. Further details on Kath Kearney-Croft’s joining arrangements

are set out on page 139, with further details on Ralph Hewins’s leaving arrangements set out on

page 139.

Remuneration in 2026

Salary review:

As announced at the time of his appointment, Luc van Ravenstein’s salary was set

in the context of him being an internal promotion, with a commitment to review his salary with

effect from 1 April 2026 in light of individual performance and market rates of pay for comparably

sized FTSE 250 companies. The Committee has undertaken this review, taking into account

company and individual performance since Luc was appointed, his strategic development of the

business, the relative complexity of Elementis, and benchmarking against comparably sized FTSE

250 companies and Speciality Chemical peers which showed that Luc’s salary remained

materially behind market. As a result, the Committee has determined to increase Luc’s salary to

US $875,000 (representing an increase of 21.5%) with effect from 1 April 2026. The Committee

recognises that this is above the workforce salary increase budget of 3.75% for the UK but

believes that this is appropriate in order to reflect the CEO’s excellent performance in his role to

date and to ensure the overall competitiveness of his package in light of the current size,

complexity and geographical footprint of the of the Company. The new salary remains c.20%

behind that of his predecessor which is considered appropriate by the Committee in the context

of the current size and complexity of Elementis. Future increases, absent any material changes to

the size and complexity of the business, are expected to be limited to those applied to the wider

workforce.

Kath Kearney-Croft was appointed on a salary of £400,000. Her salary will increase to £413,000

(representing an increase of 3.25%) with effect from 1 April 2026. This is below the workforce

salary increase budget of 3.75% for the UK and while her revised salary remains at a marginal

discount to her predecessor, it is consistent with market rates of pay for comparably sized FTSE

250 companies.

2026 annual bonus:

Maximum bonus opportunities for 2026 will be 150% and 125% of salary for

the CEO and CFO respectively.

As in prior years, the bonus will be based 70% against a challenging range of ﬁnancial targets

(50% on adjusted Group proﬁt before tax and 20% on average trade working capital (“AWC”)

to sales ratio on total operations), with the remaining 30% based on non-ﬁnancial strategic

objectives which are speciﬁc and measurable objectives that are related to the Company’s

strategic priorities.

The non-ﬁnancial targets for 2026 will again be focused on sustainability and strategic targets.

Reflecting the continued Group-wide focus, half of the non-ﬁnancial targets will relate to

sustainability, with the balance of the non-ﬁnancial targets relating to our Elevate Elementis

strategy, which aims to accelerate our growth over the medium to long-term.

Summary details of our approach to target-setting are detailed on page 126 and full details of the

ﬁnancial target ranges and our performance against them will be disclosed on a retrospective

basis in next year’s report. The Committee has discretion to modify the overall amount of bonus

payable to ensure it is appropriate. 50% of any bonus earned is normally deferred in shares for

two years.

2026 LTIP awards:

Subject to ﬁnal Committee review prior to grant, awards are expected to be

granted at 200% and 175% of salary to the CEO and CFO respectively. The Committee will have

overriding discretion to reduce the awards at vesting should there be a perceived disconnect

between reward and holistic business performance (taking into account factors such as

underlying ﬁnancial performance and total shareholder return).

The 2026 LTIP will be based 30% on EPS, 30% on relative TSR, 30% on Average Annual

Revenue Growth (“ARG”), and 10% on environmental sustainability. The ARG measure has been

introduced to support our Elevate Elementis strategy, which includes mid-single digit annual

revenue growth as a central pillar of creating long-term value for our shareholders. As a result,

it will replace ROCE as a headline performance measure albeit ROCE will be retained in the form

of a performance underpin that will apply to the award prior to vesting. Details of the Elevate

Elementis strategy are set out on pages 15-21.

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Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

As part of the target-setting process, external expectations for our future performance were

taken into account in addition to internal plans. The speciﬁc targets are detailed below:

The EPS targets will be set based on the level of EPS achieved in 2028, with vesting to take

place from a threshold performance level of 16 cents, which results in 25% vesting, increasing

on a straight-line basis to full vesting at 19 cents or greater

The ARG targets will be set based on average annual organic revenue growth on a reported

basis over the three-year performance period, excluding any substantive divestments or

acquisitions. The targets will be set with a threshold performance level of 3% average growth

which will result in 25% vesting, increasing on a straight-line basis to full vesting at 7% average

growth or greater

TSR will continue to be assessed against the constituents of the FTSE All-Share Index

(excluding investment trusts). This is considered an appropriate peer group given that

Elementis is towards the middle of the group in terms of current market capitalisation and there

are insufﬁcient UK listed sector-speciﬁc companies against which our relative performance

can be benchmarked. Threshold vesting starts at 25% for median performance, increasing on

a straight-line basis, with 100% vesting for achieving at least upper-quartile performance

GHG reduction targets relating to Scope 1 and 2 emissions will operate with vesting to take

place from a threshold performance level which will require an absolute emissions reduction of

7,712t CO

e and result in 25% vesting, increasing on a straight line to full vesting for an

absolute emissions reduction of 15,425t CO

e or greater. The absolute annual reduction target

has been set to be in line with our SBTi validated SBT pathway of 5.9% absolute annual

reduction in Scope 1 plus Scope 2 (market-based) GHG emissions from a 2024 baseline

Vesting based on performance against the above targets will be subject to a ROCE underpin.

If the three-year average ROCE over the performance period is below 30%, the Committee will

consider whether a reduction to the formulaic vesting outcome is appropriate. In making this

determination, the Committee will consider progress against the Board’s internal planning over

the relevant period (including but not limited to M&A, ﬁnancing, and tax rates), along with the

overall shareholder experience. Vesting will also be subject to a general Committee discretion to

over-ride the formula-based outcome if it is not considered to be reflective of the overall

performance of the Company across the period.

With regards to the proportion of the award vesting at the threshold performance level for the

ﬁnancial and carbon reduction targets, this has been set at 25% of the maximum for each part of

the award. In prior years, vesting for non-TSR targets commenced at 0% given we set broad

performance ranges considering the cyclicality of our businesses. However, following the

simpliﬁcation of the Group that concluded with the sale of Talc, the Committee has adopted a

more market consistent approach to target setting for the 2026 awards. This has resulted in

higher threshold targets being set relative to internal plans that operate in tandem with more

focused performance ranges. As a result, with the approach to target setting now mirroring wider

market practice, the threshold vesting levels have also been adjusted to align with standard

market practice. This mirrors the approach we take when setting TSR targets.

Consideration of shareholder views

The views of shareholders are important to the Committee, and regular dialogue and

engagement is undertaken with the Company’s shareholders. In 2025, consultation centred

around the proposed changes to the Policy and its operation going forward, as well as the

remuneration package for the new Chief Executive.

Context of Directors’ pay within the Company

Christine Soden is the Designated Non-Executive Director (“DNED”) for workforce engagement.

During the year Christine held focus groups with employees in London, Huguenot (US) and Taloja

(India), each of which included discussion around compensation. The feedback from the sessions

was that it was helpful to understated how executive remuneration relates to wider pay practices

at Elementis and to better understand the overall governance processes but there were no

speciﬁc issues arising or actions necessitated from these discussions.

The Group is not required to provide disclosure of the CEO to all-employee pay ratio given the

Group has fewer than 250 employees in the UK. However, given the external focus on pay ratios,

the Committee has included full pay ratio disclosure on page 140 and is comfortable that the ratio

is in line with the Company’s pay policies and in line with current FTSE market practice.

The Group is also not required to report under the gender pay gap regulations. Despite this,

the Group reviews gender pay on a biennial basis. The last gender pay review was completed

towards the end of 2024, concluding that the approach to pay was fair and equitable, with any

anomalies adjusted accordingly. The CEO pay ratio and gender pay gaps are considered when

there is a full review of the approach to Executive Director remuneration and our wider

Remuneration Policy.

Concluding remarks

The Committee believes that the policy and our approach to implementation are in the best

interests of the Company, and we hope that you will support the actions the Committee has taken

by voting in favour of the Directors’ Remuneration Report at the 2026 AGM. If you have any

feedback, please feel free to contact me via the Group General Counsel & Company Secretary

at [email protected]

Clement Woon

Chair, Remuneration Committee

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2025 Annual Bonus Outcome

Annual Bonus Measure

Weighting

(proportion

of total bonus

opportunity)

Target

(50% payout)

Actual

Proportion of

total bonus

earned

Financial

Group PBT

50%

$102.8m

$107.5m

36.4%

Adjusted AWC to Sales ratio

20%

24.5%

23.8%

13.5%

Non-ﬁnancial

Strategic

15%

7.5/15

11/15

11%

Sustainability

15%

7.5/15

11/15

11%

Final outcome

71.9%

2023 LTIP Vesting Outcome

LTIP Measure

Weighting

(proportion

of LTIP

opportunity)

Threshold

Target

(25% payout)

Actual

Proportion of

LTIP earned

EPS

1/3

11.8 cents

13.72

16%

Operating cash conversion

1/3

80%

97.5%

29.2%

TSR

1/3

Median (50th

percentile)

73rd

percentile

31.6%

Final outcome

76.8%

How our 2026 measures link to strategy

Performance metrics

KPI

Elevate Elementis

KPI

Bonus

Financial: (70%)

Adjusted Group PBT

AWC to sales ratio

Non-ﬁnancial: (30%)

Sustainability targets

Strategic targets (growth focused)

LTIP

EPS (30%)

Average Annual Revenue Growth (30%)

Relative TSR versus FTSE All-Share (30%)

GHG emissions reduction (10%)

ROCE underpin

Directors’ Remuneration report continued

At a glance

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Strategic

Report

Summary of Directors’ Remuneration Policy and its implementation

Our Directors’ Remuneration Policy was last approved at the 29 April 2025 AGM, where it received 98.78% votes in favour. The table below provides a summary of the Policy, details of how it was

implemented in 2025, and details of how we intend to implement it in the ﬁnancial year ended 31 December 2026.

The full Policy can be found in our Annual Report and Accounts 2024.

Key policy features

How we implemented in 2025

How we intend to implement in 2026

Salary

Increases normally guided by the general increase for

the local workforce and/or broader workforce as a whole

The salaries of the former CEO and CFO were increased

by 3.5% and 3.8% respectively, lower than the 4.0% and

4.3% budgeted average increases awarded to the US and

UK salaried workforce respectively. These changes were

effective from 1 January 2025.

Luc van Ravenstein (current CEO) was appointed on

a salary of US $720,000.

The Committee decided to award the CEO a salary increase, as shown in

the table below. This increase was set to reflect the performance of both

the company and individual since the CEO was appointed, recognising

that benchmarking against comparably sized FTSE 250 companies and

Speciality Chemical peers showed that Luc’s salary remained materially

behind market. This rate of salary is not considered excessive given the

individual is based in the US and the revised salary remains at a discount

to the salary of the former CEO. Future salary increases are expected to

be aligned with the typical rate awarded to the wider US workforce absent

a material change to the size and complexity of the Company. The

percentage increase was higher than the 3.75% budgeted for the US

salaried workforce for the reasons noted.

As set out in the Chair’s annual statement, Kath Kearney-Croft was

appointed on a salary of £400,000. Her salary will increase to £413,000

(representing an increase of 3.25%) with effect from 1 April 2026.

Luc van

Ravenstein

Kath

Kearney-Croft

Salary on appointment

US$ 720,000

£400,000

Salary with effect from 1 April 2026

US$ 875,000

£413,000

2026 increase

21.5%

3.25%

Pension/beneﬁts/all-employee share schemes

Pension: CEO and CFO pension contributions were

reduced to a maximum of 21% from 1 December 2022,

to align with the typical UK workforce pension funding

rate of 21% of salary

Luc van Ravenstein’s pension was set at 8% which is

aligned with the new joiner pension rate at Elementis

Beneﬁts: Directors receive market-competitive beneﬁts

and may participate in all-employee share schemes

Luc van

Ravenstein

(current CEO)

Paul Waterman

(former CEO)

Ralph Hewins

(former CFO)

2025 pension

US$ 38,836

US$ 127,932

£90,157

2025 beneﬁts

US$ 72,945

US$ 84,434

£30,466

Both the CEO and CFO will have a Company contribution to a pension

scheme (or receive cash in lieu of pension) at a rate of 8% of salary.

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Key policy features

How we implemented in 2025

How we intend to implement in 2026

Annual bonus

Performance-related scheme which delivers value for

achievement against annual targets

Committee may adjust outturn where formulaic

assessment is inconsistent with Company’s overall

performance

Current maximum opportunity of 150% of salary for

the CEO and 125% of salary for the CFO

50% of bonus earned deferred into shares for two years

Recovery and withholding provisions apply. These are

comprehensive (as set out in the 2025 Directors

Remuneration Policy) and apply for three years from

the payment of any bonus. Given the nature of contracts

at Elementis and the transparent nature of proﬁtability,

three years is considered an appropriate period

Maximum opportunities in line with Policy.

Strong performance resulted in an outcome of

71.9% of maximum.

Further information can be found on page 122.

Maximum opportunities in line with Policy.

Performance metrics are as follows:

Adjusted Group PBT (50% weighting)

AWC to sales ratio on total operations (20% weighting)

Non-ﬁnancial strategic objectives (30% weighting), of which 15% are

based on sustainability priorities with the remaining 15% based on our

Elevate Elementis strategy

Targets are fully aligned with our strategy and have been set to be

challenging in the context of our performance expectations for the year

ahead. The Committee considers the targets to be commercially sensitive

and therefore plans to disclose them only on a retrospective basis in next

year’s Directors’ Remuneration report.

Long-term incentive plan

Performance measures based on ﬁnancial and/or

relative TSR metrics and measured over three years

Committee may adjust outturn where formulaic

assessment is inconsistent with Company’s overall

performance

Current maximum opportunity of 200% of salary for

the CEO and 175% of salary for the CFO

Holding period applies for two years following vesting

Recovery and withholding provisions apply as per the

annual bonus detailed above

ROCE underpin

2023 award will vest at 76.8% of maximum.

The Committee considers that the ROCE underpin

has been met.

The Committee considered the potential for any windfall

gains on vesting, and concluded that there had not been.

Further information can be found on page 123.

Maximum opportunities in line with Policy.

Performance metrics are as follows and have been reﬁned for 2026 to

align with our Elevate Elementis strategy with the inclusion of annual

revenue growth targets:

Weighting

Threshold

vesting

Maximum

vesting

2028 EPS

30%

16 cents

per share

25%

19 cents

per share

100%

ARG

30%

25%

100%

Relative TSR vs

FTSE All-Share

Index

30%

Median

25%

Upper

quartile

100%

Environmental

sustainability

10%

54,013 t

25%

46,300 t

100%

Vesting will also be subject to a ROCE underpin, and overriding

Committee discretion to reduce the awards at vesting should there be a

perceived disconnect between reward and holistic business performance.

Further details can be found in the Chair’s statement on pages 7-9.

Directors’ Remuneration report continued

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Shareholder

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Strategic

Report

Key policy features

How we implemented in 2025

How we intend to implement in 2026

Share ownership guidelines

Build up and maintain a shareholding equal to 200%

of salary

The guideline also applies for two years post cessation

of employment

Current shareholdings are as follows. Paul Waterman’s

shareholding is shown as of the date of his cessation of

employment (i.e. 31 July 2025).

Luc van Ravenstein (new CEO): 128% of salary

Paul Waterman (former CEO): 165% of salary

Ralph Hewins (former CFO): 169% of salary

Paul Waterman and Ralph Hewins cannot sell any

shares derived from incentive plans from 2022 onwards

(other than to pay any tax arising on vesting) within two years

of the cessation of their employment unless the shares

retained, after tax, from those awards exceeds the number

of shares calculated to be of value equivalent to the lower of

their actual shareholding as at the date of their respective

employment cessation or 200% of salary.

In line with Policy.

Chair and NED fees

To attract individuals with the relevant skills, knowledge

and experience that the Board considers necessary in

order to maintain an optimal mix that ensures the

effectiveness of the Board as a whole in carrying out

its duties and responsibilities

NED fees were increased by 3.8%, lower than the

4.3% increase budgeted for the UK workforce.

The increases were effective from 1 January 2025.

Fees will increase by 3.25% as shown in the table below, lower than the

3.75% budgeted for the UK salaried workforce, effective from 1 April 2026

to align with the Company’s salary review date.

2026

2025

2026

increase

Basic fees

Chair

£231,736

£224,442

3.25%

Non-Executive Director

£62,737

£60,762

3.25%

Additional fees

Senior Independent Director

£10,901

£10,558

3.25%

Chair of Audit or Remuneration

Committee

£10,901

£10,558

3.25%

Workforce engagement NED

£5,453

£5,281

3.25%

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Service contracts

Executive Directors’ service contracts contain a termination notice period not exceeding

12 months.

Name

Date of contract

Notice period

Luc van Ravenstein, CEO

29 April 2025

12 months

Kath Kearney-Croft, CFO¹

3 November 2025

12 months

Kath Kearney-Croft was appointed as CFO designate on 3 November 2025, before becoming CFO and a

member of the Board on 1 January 2026.

Paul Waterman’s contract was dated 6 November 2015 and Ralph Hewin’s contract was dated

27 June 2016, both had notice periods of 12 months.

Copies of the Executive Directors’ service contracts are available for inspection at the Company’s

registered ofﬁce during normal business hours and will be available for inspection at the AGM.

Non-Executive Directors’ terms of appointment

Non-Executive Directors are appointed for a three-year term, subject to annual re-election by

shareholders. Non-Executive Directors who have served for nine years or more, may be

appointed for a further year at a time. Each letter of appointment currently provides that the

Director’s appointment can be terminated by the Company on 30 days’ notice by either party,

in line with the Remuneration Policy where a limit of up to three months is permitted. The Chair’s

letter of appointment has a six-month notice period.

Non-Executive Directors are not eligible to participate in any pension, bonus or share incentive

schemes. No individual is allowed to vote on his/her own remuneration.

The table below provides further details of the letters of appointment that the Non-Executive

Directors held with the Company during 2025.

Name

Date of appointment

Date of last re-appointment

Date of expiry

Non-Executive Director

Dorothee Deuring

1 March 2017

1 March 2023

28 February 2026

John O’Higgins

4 February 2020

4 February 2026

29 April 2026

Trudy Schoolenberg

15 March 2022

15 March 2025

14 March 2028

Christine Soden

1 November 2020

1 November 2023

31 October 2026

Clement Woon

1 December 2022

1 December 2025

30 November 2028

Maria Ciliberti

11 March 2024

n/a

10 March 2027

Heejae Chae

25 March 2024

n/a

24 March 2027

Christopher Mills

1 January 2025

n/a

31 December 2027

John O’Higgins’s re-appointment was approved by the Nomination Committee on 2 December 2025.

Clement Woon’s re-appointment was approved by the Nomination Committee on 20 October 2025.

Directors’ Remuneration report continued

Corporate

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Financial

Shareholder

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Annual Report and Accounts 2025

Report

Statements

Information

131

Annual report on remuneration (‘report’)

This report details how the Company’s policies and practices on Directors’ remuneration were applied in respect of the ﬁnancial year ended 31 December 2025 and how they will be applied in the

2026 ﬁnancial year.

Remuneration payable to Directors for 2025 (audited)

Although the Company reports its results in US dollars, the remainder of this report on remuneration is presented in pounds sterling because the majority of the Directors are UK-based and paid in

pounds sterling. A breakdown of the Directors’ remuneration for the year ended 31 December 2025 is set out in the table below.


			Fixed				Performance-related
		£’000 Year	Salary/fees	Beneﬁts 2	Pension	Total ﬁxed	Bonus	LTIP	Other 3	Total variable	Total
Executive Directors	Luc van Ravenstein 1 , CEO	2025	369	55	30	454	399	264	6	669	1,123
		2024	–	–	–	–	–	–	–	–	–
Non-Executive	John O’Higgins, Chair	2025	224	–	–	224	–	–	–	–	224
Directors		2024	216	–	–	216	–	–	–	–	216
	Dorothee Deuring	2025	61	–	–	61	–	–	–	–	61
		2024	59	–	–	59	–	–	–	–	59
	Trudy Schoolenberg 4	2025	71	–	–	71	–	–	–	–	71
		2024	69	–	–	69	–	–	–	–	69
	Christine Soden 4	2025	77	–	–	77	–	–	–	–	77
		2024	74	–	–	74	–	–	–	–	74
	Clement Woon 4	2025	71	–	–	71	–	–	–	–	71
		2024	65	–	–	65	–	–	–	–	65
	Maria Ciliberti 5	2025	61	–	–	61	–	–	–	–	61
		2024	47	–	–	47	–	–	–	–	47
	Heejae Chae 5	2025	61	–	–	61	–	–	–	–	61
		2024	45	–	–	45	–	–	–	–	45
	Christopher Mills	2025	61	–	–	61	–	–	–	–	61
		2024	–	–	–	–	–	–	–	–	–
Former Directors	Paul Waterman 1,6 , former CEO	2025	475	64	97	636	510	1,371	0	1,881	2,517
		2024	808	120	167	1,095	978	949	0	1,927	3,022
	Ralph Hewins 7 , former CFO	2025	429	30	90	549	386	761	0	1,147	1,696
		2024	414	29	87	530	418	430	18	866	1,396
	Steve Good	2025	–	–	–	–	–	–	–	–	–
		2024	23	–	–	–	–	–	–	–	23
	Total	2025	1,960	149	217	2,326	1,295	2,396	6	3,697	6,023
	Total	2024	1,820	149	254	2,223	1,396	1,379	18	2,793	5,016

Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025. His base salary from

appointment was $720,000. Paul Waterman stepped down as CEO and retired from the Board on the same date,

but remained in employment until 31 July 2025 in order to ensure an orderly handover to his successor. The

remuneration shown in the table above is in respect of his employment during the year (i.e., until 31 July 2025).

His base salary during the year was $1,071,055. The foreign exchange rate applied to both individuals is the 2025

average rate of $1.3162:£1.00 (2024: $1.2806:£1.00).

Taxable beneﬁts for Paul Waterman consist of a car allowance, private health care (£20,324), dental, life

assurance, accidental death and disablement cover and long-term disability insurance (£17,273), and tax advice

(£22,793). Taxable beneﬁts for Ralph Hewins consist of a car allowance (£18,000), private health care and life

assurance. Taxable beneﬁts for Luc van Ravenstein consist of a car allowance (£12,156), private health care

(£21,169), dental, life assurance, accidental death and disablement cover and long-term disability insurance, and

tax advice (£15,195). For Paul Waterman and Luc van Ravenstein the tax advice beneﬁt allows appropriate tax

ﬁlings to be made in both the UK and US as a result of Company business travel requirements in the relevant year,

which exceeded the normal business expectations and gave rise to the need for dual ﬁlings.

As required by remuneration reporting regulations, the valuation of Luc Ravenstein’s SAYE grant is based on the face

value of shares at grant (September 2023), less the exercise price. There are no performance measures for the SAYE.

Trudy Schoolenberg is the SID. Christine Soden is the DNED for workforce engagement and is also Chair of the

Audit Committee. Clement Woon is Chair of the Remuneration Committee.

Maria Ciliberti was appointed to the Board on 11 March 2024, and Heejae Chae was appointed to the Board on

25 March 2024.

As stated elsewhere in this report, Paul Waterman’s pension contribution is 21% of salary. He receives cash in lieu

of pension into his 401(k) up to the prescribed IRS limit, and non-qualiﬁed deferred compensation in respect of

the remaining amount.

Ralph Hewins stepped down as CFO and retired from the Board on 31 December 2025. Kath Kearney-Croft

was appointed as CFO designate on 3 November 2025 and became CFO and member of the Elementis plc Board

as of 1 January 2026.

Elementis plc

Annual Report and Accounts 2025

132

Directors’ Remuneration report continued

Determination of annual bonus outcome for performance in 2025 (audited)

This section shows the performance targets set in respect of the 2025 annual bonus scheme and the level of performance achieved.

Full details of the bonus assessment for the Executive Directors is set out below. The bonus targets were set at the start of the ﬁnancial year. The targets were set to be similarly challenging to those

set in prior years having had regard to both internal planning and prevailing market conditions. Following the sale of the Talc business in the ﬁrst half of the year, the Committee restated the targets (as

set out below) so that they excluded the Talc business and the targets were based on the continuing operations of the business. This approach mirrored past practice where there have been material

divestments. The Committee is comfortable that the adjusted targets were at least as challenging as the targets when originally set and aligned with the original intent of the target setting process.

As disclosed, Luc van Ravenstein was promoted to the role of CEO and joined the Board on 29 April 2025. The ﬁgure shown in this report in respect of his bonus relates only to the time served as an

Executive Director in the year. Paul Waterman continued to be employed by Elementis and provided transition support to Luc until 31 July 2025, so his bonus has been pro-rated to this date. Ralph

Hewins was CFO until 31 December 2025 (the ﬁnal day of the ﬁnancial year), so his bonus has not been pro-rated for time.

The total bonuses payable based on the performance achieved are 71.9% of maximum for Luc van Ravenstein, Paul Waterman and Ralph Hewins. The Committee was comfortable with the bonus

earned in the context of the performance delivered and did not consider it necessary to use discretion in relation to the bonus out-turn. Accordingly, and in line with the Policy, 50% of the bonus

payable will be deferred over shares which will be released to the Director after two years and which are forfeitable for gross misconduct.


	Relative	2025 bonus plan targets					Percentage of maximum bonus earned			Percentage of salary earned
	weighting of		Plan	Stretch			Luc van	Paul		Luc van	Paul
	performance	Threshold	(50%	(100%		Percentage of	Ravenstein	Waterman	Ralph Hewins	Ravenstein	Waterman	Ralph Hewins
Full-year bonus	conditions	(0% pay-out)	pay-out)	pay-out)	Actual result	maximum	CEO	Former CEO	Former CFO	CEO	Former CEO	Former CFO
Maximum
PBT ($m)	50%	99.3	102.8	113.1	107.5	72.8%	36.4%	36.4%	36.4%	54.6%	54.6%	45.5%
AWC to sales (%)	20%	24.8%	24.5%	22.5%	23.8%	67.5%	13.5%	13.5%	13.5%	20.25%	20.25%	16.875%
Non-ﬁnancial	30%	0/30	15/30	30/30	22/30	73.3%	22%	22%	22%	33%	33%	27.5%
Total full year	100%						71.9%	71.9%	71.9%	107.85%	107.85%	89.875%

Corporate

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Strategic

Financial

Shareholder

Governance

Annual Report and Accounts 2025

Report

Statements

Information

133

Set out below is a summary of the Committee’s assessment of the challenging 2025 non-ﬁnancial targets. The objectives were categorised into two categories: (1) sustainability priorities

(15% weighting) and (2) Innovation, Growth and Efﬁciency (15% weighting).

2025 bonus assessment for CEO and CFO: Non-ﬁnancial targets


			Summary
Measure	Performance indicator	Achievements	scoring
Sustainability objectives
Safety	Recordable injuries: threshold 5; target 3; stretch 1	Recordable injuries: 4
Focus on maintaining and strengthening	Safety engagement: threshold 75% employee participation and	Safety engagement: 90.5
responsible workplace practices through safety	minimum 2 activities/employee per quarter; maximum 75%	Recordables between threshold and target and Engagement close to maximum	3%/5%
engagement	employee participation and 4 activities/employee per quarter
Diversity, Equity and Inclusion	Gender diversity: new-hire diversity; ELT and direct reports at	New hire diversity: 28%
Continue to build organisational capability	least 40% of each gender	ELT and Direct Reports: 40% female and 60% male
through actions that increase employee	Gallup Q12 and Culture of Inclusion index	Gallup Q12: from 3.91 to 4.04 and Gallup Culture of inclusion: from 3.96 to 4.09	4%/5%
engagement and create a more diverse,		Targets met or exceeded for each objective
equitable and inclusive organisation
Environmental	Overall GHG emissions	Overall GHG emissions: 14% reduction vs 5.9% target
Continue to demonstrate progress towards	2030 target progress	2030 target progress: all 4 environmental intensity targets exceeded
achieving our 2030 and SBT goals through	SBT target validated and roadmap progressed	SBT target validated and roadmap progressed: validated in March and roadmap updated	4%/5%
implementation of energy-efﬁciency and	Sustainability fully integrated into portfolio and innovation	Sustainability fully integrated into portfolio and innovation management: progressing with
environmental impact improvement projects,	management	more work to do
and put further actions in place to minimise	Responsible sourcing approach in place	Responsible sourcing approach in place: system live and understood
pollution and risk of environmental Tier 1 and 2	Product lifecycle analysis further expanded	Product lifecycle analysis further expanded: expanded to cover NiSAT and Organic
incidents. SBT greenhouse gas emission	% naturally-derived product revenue	Thixotrope technologies
reduction target to be validated, and all	Audit readiness activities complete	% naturally-derived product revenue: increased from 58% to 59%
environmental data to be audit ready		Audit readiness activities complete: partially completed, hindered by EU regulation change
Strategic objectives
CMD Growth Platform	Above-market sales of $7m in Personal Care and $19m in	Above-market sales of $7m in Personal Care and $19m in Coatings and Energy in 2025:
Deliver 2025 components of $90m growth	Coatings and Energy in 2025	not achieved
platform promise, setting up 2026 for success	15 new products with sustainability beneﬁts	15 new products with sustainability beneﬁts: 19 new products with 16 having sustainability	3%/5%
	Innovation Revenue increasing to 16%	beneﬁts: target exceeded
	Pipeline of new products for 2026	Innovation Revenue increasing to 16%: achieved 16.4%: target exceeded
	$35m NBO revenue delivered in 2025 plus growth in pipeline	Pipeline of new products for 2026 minimum of 15 planned: target achieved
	to >$290m	$35m NBO revenue delivered in 2025 plus growth in pipeline to >$290m: $56m NBO
		revenue delivered; pipeline increase to $263m: target partially achieved
CMD Efﬁciency Platform	Deliver Fit for the Future – $8m; Supply Chain – $4m; and	Fit for the Future: target exceeded; $8m: target achieved
Deliver 2025 components of CMD targeted	Procurement – $4m	Supply Chain $5m: target exceeded; Procurement $4m: target achieved; and all on
efﬁciency savings, and drive key improvements	Supply Chain and Procurement initiatives on track for further	track/slightly ahead for 2026 delivery: target achieved	4%/5%
at STL site and Customer Service delivery in	delivery in 2026	St. Louis OEE stable, OTIF up 1% and costs behind plan: target partially achieved
Porto	St. Louis OEE, OTIF and costs
Corporate Development	Completion of Talc strategic review. If Talc is to be sold, optimise value	Successful completion of Talc strategic review with divestment completed at end of May:
Continue to improve the Elementis portfolio	and contract terms, and ensure a smooth and timely deal completion	target achieved
through completion of the Talc strategic review,	and transition (including removal of any future liability risk)	Sale of the pharmaceutical manufacturing business on track for completion in Q1 2026:	4%/5%
sale of the pharmaceutical manufacturing	Completion of sale of the pharmaceutical manufacturing business	target on track for achievement
business and other steps aligned to strategy	in line with Board expectations	Completion of acquisition of Alchemy Ingredients: target achieved
(e.g. bolt-on M&A)	Other strategic steps that demonstrate enhanced value	Development of appropriately sized M&A pipeline: target achieved

Key to summary scoring

Achieved in full or predominantly achieved

Partially achieved

Not achieved

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Directors’ Remuneration report continued

Directors’ share-based awards

Determination of 2023 LTIP awards (audited)

Under the 2023 award, the performance is assessed against EPS, relative TSR and operating cash conversion performance metrics, as summarised below.

The EPS growth and relative TSR and AOCC targets were met or exceeded. Overall this has resulted in 76.8% of the award vesting. The Committee considers this to be in line with

underlying performance.

In determining vesting, the Committee considered:

ROCE (excluding goodwill) over the performance period, which increased from 11.8% to 30% in challenging market conditions, and, as such, the Committee conﬁrmed the formulaic outcome

The potential for windfall gains, which, given the share price used to determine the number of shares included in awards in April 2023 was £1.19 (which was consistent with the share price used

as the basis to determine the 2022 award (£1.19)), were not considered to have arisen


Performance metric	Weighting	Threshold target	Threshold payout	Maximum target	Elementis achievement	Payout
EPS 1	33.3%	11.8 cents per share	0%	15.8 cents per share	13.72 cents per share	48%
Operating cash conversion 2	33.3%	80%	0%	100%	97.5%	87.5%
Relative TSR vs FTSE All-Share Index	33.3%	Median (50th percentile)	25%	Upper quartile (75th percentile)	73rd percentile	94.9%

As noted in the Chair’s letter, the original EPS targets were restated downwards by 1.2 cents to reflect the sale of Talc. The original threshold was 13.0 cents per share, and the original maximum was 17.0 cents per share.

The Committee is comfortable that the adjusted targets fulﬁl their original intent and are no less stretching than the targets originally set.

Talc has been included in the 2023 and 2024 cash conversion ﬁgures and excluded from the 2025 ﬁgure. The Committee is comfortable that this approach most accurately reflects our business operations over the performance period.

Based on this performance assessment, the table below illustrates the value receivable under the 2023 awards. Any shares vesting will be subject to a two-year holding period.


			Number of shares		Value of dividend
Award holder	Number of shares granted	Payout (% of maximum)	due to vest	Value from share price increase 1	equivalents 2,3	Total value vesting 3
Paul Waterman	1,350,978	76.8%	805,409 5	£357,602	£54,981	£1,371,020
Ralph Hewins	584,349	76.8%	447,142 6	£198,531	£30,524	£761,154
Luc van Ravenstein 4	175,146	88.4%	54,829	£68,744	£10,565	£263,556

There was share price appreciation from the share price used to determine the number of shares granted (£1.19) to the three-month average share price to 31 December 2025 (£1.634).

Value of dividend equivalents estimated based on dividends until 31 December 2025.

Value of shares based on a three-month average share price of £1.634 to 31 December 2025. This value will be restated next year based on the actual share price on the date of vesting.

Luc van Ravenstein’s 2023 LTIP award was granted before he became an Executive Director, 50% of his LTIP award was subject to the same performance conditions as per the awards to Paul Waterman and Ralph Hewins set out above,

and 50% was based on continued employment (i.e. restricted stock) in line with our approach for non PLC Directors.

Pro-rated to termination date of 31 July 2025 (i.e. 77.6%).

Pro-rated to termination date of 31 March 2025 (i.e. 99.6%).

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Annual LTIP awards granted in the year (audited)

On 30 May 2025, LTIP awards were granted in line with the Remuneration Policy. Luc van Ravenstein was granted an award to the value of 200% of salary and Ralph Hewins was granted an award to

the value of 175% of salary. On 3 November 2025 Kath Kearney-Croft was granted an award to the value of 175% of salary in connection with her recruitment as CFO Designate.

Share awards will ordinarily vest after three years, with any shares vesting (other than those sold to meet associated tax liabilities) subject to a two-year holding requirement.

As set out in the ‘Payments to past Directors or payments for loss of ofﬁce’ section of this report, Ralph Hewins, as a retiree, was deemed to be a good leaver under the rules of the Elementis LTIP.

As such, his 2025 LTIP award will vest on the normal vesting date in 2028, subject to a pro-rata reduction to reflect the period from grant to the cessation of his employment on 31 March 2026 relative

to the full three-year performance period and the application of performance conditions. Paul Waterman was not eligible for a 2025 LTIP award.

Details of the main terms of the 2025 LTIP awards are summarised in the table below.


				Face value of award
Award holder	Type of share award	Grant date	Number of shares	at grant (£000s) 1
Luc van Ravenstein	Conditional share award	30.05.2025	745,591	£1,067,686
Ralph Hewins	Conditional share award	30.05.2025	524,654²	£751,305
Kath Kearney-Croft	Conditional share award	03.11.2025	425,791	£700,000

The share price used to determine the number of awards granted on 30 May 2025 was £1.4320, based on the share price on the day prior to grant (29 May 2025). The share price used to determine the number of awards granted on

3 November 2025 was £1.6440, based on the share price on the day prior to grant (31 October 2025).

After pro-ration to 31 March 2026, Ralph Hewins has 146,137 shares eligible to vest under the 2025 LTIP award.

The awards are subject to EPS (30% weighting), ROCE (30% weighting), TSR (30% weighting) and Scope 1 & 2 GHG emissions reduction (10% weighting) performance conditions. As set out in the

Chair’s annual statement, the EPS, ROCE and Scope 1 & 2 GHG emissions targets have been adjusted to reflect the sale of Talc. The table below sets out the revised targets for this award in full.

Straight-line vesting takes place between performance points.


								End of the
		Threshold	Threshold				Stretch	performance
Performance metric	Weighting	target	payout	Target	Target payout	Stretch target	payout	period
2027 EPS	30%	14.3 cents	0%	–	–	17.5 cents	100%	31.12.2027
		per share				per share
2025 to 2027 ROCE	30%	30%	0%	33%	50%	36%	100%	31.12.2027
Relative TSR vs FTSE All-Share Index	30%	Median	25%	–	–	Upper	100%	31.12.2027
						quartile
Scope 1 & 2 GHG emissions reduction	10%	57,869t	0%	–	–	50,156t	100%	31.12.2027
		CO 2 e				CO 2 e

The awards are subject to an overriding Committee discretion to reduce the number of shares on vesting should it be considered appropriate to do so (e.g. in the event that there was a perceived

disconnect between reward and holistic business performance, or a windfall gain).

Sourcing shares for our share plans

Employee share plans comply with the Investment Association’s guidelines on dilution, which provide that overall issuance of shares under all plans should not exceed an amount equivalent to 10% of

the Company’s issued share capital over any ten-year period. We also operate a discretionary share plan dilution limit of 5% of the Company’s issued share capital over a ten-year period. Based on

the number of awards that remain outstanding as at the year end, the Company’s headroom for all plans is 4.17% and for discretionary plans is 3.50% of issued share capital.

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Directors’ Remuneration report continued

Directors’ scheme interests (audited)

The table below sets out the interests of the Directors during the year in the issued shares of the Company insofar as these relate to awards which remain subject to performance conditions or vested

but unexercised share options:


						Scheme interests			Vested but
					Granted during	Exercised during	Lapsed during		unexercised
	Interest type	Grant date	Option price (p)	01.01.25	2025	2025	2025	31.12.25	share options
Executive Directors
Luc van Ravenstein	LTIP (PSU) 1	04.04.2022	–	69,334	–	33,765	35,569	0	–
	LTIP (RSU) 2	04.04.2022	–	69,333	–	69,333	–	0	–
	LTIP (PSU) 1	03.04.2023	–	87,573	–	–	–	87,573	–
	LTIP (RSU) 2	03.04.2023	–	87,573	–	–	–	87,573	–
	SAYE	20.09.2023	94.86	40,800	–	37,174	3,626	0	–
	LTIP (PSU) 1	08.04.2024	–	71,759	–	–	–	71,759	–
	LTIP (RSU) 2	08.04.2024	–	71,758	–	–	–	71,758	–
	LTIP (PSU) 1	30.05.2025	–	–	745,591	–	–	745,591	–
Total scheme interests				498,130	745,591	140,272	39,195	1,064,254	–
Former Directors
Paul Waterman	LTIP 1	04.04.2022	–	1,236,244	–	602,050	634,194	0	–
	DSBP 3	08.03.2023	–	374,376	–	374,376	–	0	–
	LTIP 1	03.04.2023	–	1,350,978	–	–	–	1,350,978	–
	DSBP 3	08.03.2024	–	323,899	–	323,899	–	0	–
	LTIP 1	08.04.2024	–	1,107,011	–	1,107,011	–	0	–
	DSBP 3	30.05.2025	–	–	324,003	324,003	–	0	–
Total scheme interests				4,392,508	324,003	2,731,339	634,194	1,350,978	–
Ralph Hewins	DSBP 3	08.03.2017	–	7,140	–	–	–	7,140	7,140
	RA 4	08.03.2017	–	17,458	–	–	–	17,458	17,458
	RA 5	08.03.2017	–	92,262	–	–	–	92,262	92,262
	DSBP 3	05.03.2018	–	73,123	–	–	–	73,123	73,123
	DSBP 3	11.03.2019	–	48,865	–	–	–	48,865	48,865
	DSBP 3	06.03.2020	–	76,266	–	–	–	76,266	76,266
	DSBP 3	08.03.2022	–	213,105	–	–	–	213,105	213,105
	LTIP 1	05.04.2022	–	559,656	–	272,552	287,104	0	–
	SAYE 6	21.09.2022	88.00	20,454	–	–		20,454	20,454
	DSBP 3	09.03.2023	–	147,833	–	–		147,833	147,833
	LTIP 1	13.04.2023	–	584,349	–	–		584,349	–
	DSBP 3	12.03.2024	–	138,015	–	–		138,015	–
	LTIP 1	08.04.2024	–	489,054	–	–		489,054	–
	DSBP 3	02.06.2025	–	–	145,966	–		145966	–
	LTIP 1	02.06.2025	–	–	524,654	–		524,654	–
Total scheme interests				2,467,580	670,620	272,552	287,104	2,578,544	696,506

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Footnote references for Directors’ scheme interests (audited):

LTIP (PSU) awards are subject to performance conditions. The same relative TSR performance conditions apply

in respect of all awards. The EPS target for the 2022 awards is based on FY24 EPS of between 8.4 cents and

10.9 cents, for the 2023 awards is based on FY25 EPS of between 11.8 cents and 15.8 cents, for the 2024

awards is based on FY26 EPS of between 12.7 cents and 15.4 (restated for the impact of the Talc divestment)

cents and for the 2025 award based upon FY27 EPS of between 14.3 cents and 17.5 cents (restated for the

impact of the Talc divestment). The operating cash conversion performance conditions for the 2022 award is

based on three-year targets between 85% and 95%, and between 80% and 100% for 2023 and 2024. The 2024

award is also subject to an operating proﬁt margin condition based upon FY26 of between 18% and 20%. These

awards ordinarily vest on the third anniversary of the grant date. Full detail of the vesting conditions for the 2025

awards are set out on page 135.

LTIP (RSU) awards are not subject to performance conditions. These awards were granted to Luc van

Ravenstein in his role prior to becoming an Executive Director, in line with our approach for non PLC Directors.

The awards will vest on the third anniversary of the grant date, subject to continued employment.

Conditional share award under the DSBP. Structured as restricted stock units for Paul Waterman and nil cost

options for Ralph Hewins. Ralph Hewins’ 2020 DSBP award has vested but has not yet been exercised. The

share price at date of grant was 98.95 pence, so the face value of Ralph Hewins’ award at grant was £75,466.

Both Executive Directors recommended and the Committee agreed that no bonus be payable in respect of

2020, therefore no DSBP awards were granted in 2021. For DSBP awards granted in March 2022, the share

price at date of grant was 103.8 pence so the face value of Ralph Hewins’ award at grant was £221,204. For

DSBP awards granted in March 2023, the share price at date of grant was 126.1 pence with the face value of

awards at grant of £472,088 and £186,418 for Paul Waterman and Ralph Hewins respectively. For DSBP awards

granted in March 2024, the share price at date of grant was £1.386 pence with the face value of awards at grant

of £448,924 and £191,289 for Paul Waterman and Ralph Hewins respectively. For DSBP awards granted in May

2025, the share price at date of grant was £1.432 pence with the face value of awards at grant of £463,972 and

£209,023 for Paul Waterman and Ralph Hewins respectively.

Replacement awards structured as nil cost options made under standalone arrangements that borrow terms

from the LTIP as amended. In line with the remuneration forfeited on leaving his former employer, the 2017

award did not have performance conditions, but shares were required to be held for two years. The options

remain unexercised.

Replacement awards structured as nil cost options made under standalone arrangements that borrow terms

from the DSBP as amended. The options remain unexercised.

Options held under SAYE schemes. This is a savings-based share option scheme that is not subject to

performance conditions. For Luc van Ravenstein, the ﬁgures shown relate to a 2023 grant made under the US

scheme on 20 September 2023 with an option price of 94.86 pence per share. For Ralph Hewins, the ﬁgures

shown relate to a 2022 grant made under the UK scheme on 21 September 2022 with an option price of 88.00

pence per share. Further details on the schemes are shown in Note 26 to the consolidated ﬁnancial statements

on page 181.

Directors’ share interests (audited)

The table below sets out the interests of the Directors (including any connected persons) during

the year in the issued shares of the Company insofar as these relate to beneﬁcially owned shares.

Paul Waterman’s shareholding is shown as of the date of his cessation of employment

(i.e. 31 July 2025).


					Shareholding
		Acquired	Disposed		level met as at
	01.01.25	during 2025	during 2025	31.12.25	31.12.25
Executive Directors
Luc van Ravenstein	393,449	119,164	–	512,613	No 1
Non-Executive Directors
Dorothee Deuring	26,250	–	–	26,250	n/a
John O’Higgins	125,600	–	–	125,600	n/a
Trudy Schoolenberg	30,000	30,000	–	60,000	n/a
Christine Soden	30,000	–	–	30,000	n/a
Clement Woon	50,000	–	–	50,000	n/a
Maria Ciliberti	10,000	–	–	10,000	n/a
Heejae Chae	34,000	–	–	34,000	n/a
Christopher Mills 2	–	–	–	–	n/a
Former Directors
Paul Waterman	1,597,963	1,045,313	–	2,643,276	No 1
Ralph Hewins	289,090	148,708	–	437,798	No 1

As per the Policy, Executive Directors are expected to build up a shareholding that is equal in value to 200%

of their basic annual salaries. Share awards vesting over time will contribute to meeting the shareholding requirement.

In accordance with the post-cessation shareholding policy introduced in 2022, Paul Waterman and Ralph Hewins

cannot sell any shares derived from incentive plans from 2022 onwards (other than to pay any tax arising on vesting)

within two years of the cessation of their employment unless the shares retained, after tax, from those awards

exceeds the number of shares calculated to be of value equivalent to the lower of their actual shareholding as of

31 July 2025 and 31 March 2026 respectively (being the respective dates their employment ceased) or 200% of salary.

As at 31 December 2025, Christopher Mills’ interest in the Company’s shares is held through North Atlantic

Smaller Companies Investment Trust PLC (“NASCIT”) and Oryx International Growth Fund Limited (“Oryx”).

Mr Mills is a director of NASCIT and Oryx. Mr Mills holds 2.50% of the shares in Oryx in his own name. Mr Mills

also owns 27.74% of the shares in NASCIT, which in turn holds 52.68% of the shares in Oryx. Oryx holds

6,000,000 of the Company’s shares. Mr Mills is a partner and Chief Investment Ofﬁcer of Harwood Capital LLP

(“Harwood”), which is investment manager and investment adviser to NASCIT and Oryx respectively.

Harwood is a wholly owned subsidiary of Harwood Capital Management Limited. Funds managed by

Harwood Capital Management Limited and its afﬁliates (including Oryx) own 22.1m of the Company’s shares.

The market price of ordinary shares at 31 December 2025 was £1.66 pence (2024: £1.452 pence)

and the range during 2025 was £1.15 pence to £1.766 pence (2024: £1.156 pence to £1.662 pence).

As at 31 December 2025, the trustee of the Company’s Employee Share Ownership Trust

(“ESOT”) held 4,181 shares (2024: 968,021). As an Executive Director and potential beneﬁciary

under the ESOT, Luc van Ravenstein is deemed to have an interest in any shares that become

held in the ESOT.

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Directors’ Remuneration report continued

As at 4 March 2026, no person who was then a Director had any interest in any derivative or other

ﬁnancial instrument relating to the Company’s shares and, so far as the Company is aware, none

of their connected persons had such an interest. There was no other change, so far as the

Company is aware, in the relevant interests of other Directors or their connected persons.

Other than their service contracts, letters of appointment and letters of indemnity with the

Company, none of the Directors had an interest in any contract of signiﬁcance in relation to the

business of the Company or its subsidiaries at any time during the ﬁnancial year.

Directors’ retirement beneﬁts (audited)

The table below shows the breakdown of the retirement beneﬁts of the Executive Directors,

comprising employer contributions to deﬁned contribution plans and salary supplements paid

in cash.

Luc van Ravenstein receives a salary supplement in lieu of any other retirement beneﬁt.

Paul Waterman received a salary supplement and participated in US contractual retirement

schemes. Further detail can be found in the Policy. The amount shown in the table below

represents employer matching contributions, and both this and the salary supplement are

included in the Directors’ emoluments table shown on page 131.

Ralph Hewins received a salary supplement in lieu of any other retirement beneﬁt. The amount

received is shown in the table below and in the Directors’ emoluments table.


	Deﬁned contribution plans		Salary supplement
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Executive Directors
Luc van Ravenstein	n/a	–	29	–
Former Directors
Paul Waterman	36	42	61	125
Ralph Hewins	n/a	n/a	90	87

Note: The pensions received were consistent with the Company’s Remuneration Policy at up to a total of 21% of

salary and for Paul Waterman and Ralph Hewins and 8% for Luc van Ravenstein. As stated elsewhere in this report,

Paul Waterman’s pension contribution is 21% of salary. He receives cash in lieu of pension into his 401(k) up to the

prescribed IRS limit, and non-qualiﬁed deferred compensation in respect of the remaining amount.

Payments to past Directors or payments for loss of ofﬁce (audited)

Paul Waterman

As announced on 18 November 2024, Paul Waterman stepped down from his role as CEO on

29 April 2025. He remained employed by the Group until his employment ended on 31 July 2025

in order to ensure an orderly handover to his successor, Luc van Ravenstein. Remuneration

arrangements in respect of his departure, having taken legal advice in connection with his US

contract, reflect his contractual entitlements, the Directors’ Remuneration Policy approved by

shareholders at the AGM on 26 April 2022 and the Rules of the relevant plans. The details of his

arrangements, as set out in the 2024 Directors’ Remuneration Report, are set out below.

Salary and beneﬁts

These were provided in line with the terms of his service agreement through to 31 July 2025,

after which Mr Waterman ceased to be employed by the Group. He received a payment in lieu

of any accrued but unused annual leave as of 31 July 2025 of £29,976. He continued to receive

his base salary on a monthly basis, subject to mitigation, from 1 August 2025 through to

18 November 2025 in lieu of the balance of his 12-month notice period entitlement.

Annual bonus

Mr Waterman remained eligible to participate in the Elementis Group Annual Bonus Plan for the

ﬁnancial year ending 31 December 2025, pro-rated to 31 July 2025, subject to achievement of

performance measures. Payment will be made by way of (a) cash lump sum to the value of 50%

of the bonus entitlement, and (b) deferred shares to the value of 50% of the bonus entitlement,

which will vest in March 2028. Any bonuses paid will remain subject to malus and clawback as

well as the wider terms of the plan.

Long-term incentive plan awards

The Remuneration Committee determined Mr Waterman to be a good leaver under the rules of

the Elementis LTIP as a result of his cessation of employment being by way of mutual agreement

in connection with the Board’s leadership succession plans. His 2023 and 2024 LTIP awards

remain eligible to vest on their normal vesting dates in 2026 and 2027 respectively, subject to

pro-rata reduction to reflect the period from grant to the cessation of his employment on 31 July

2025 relative to three years and the application of performance conditions. The vesting of his

2023 award is set out in the ‘Determination of 2023 LTIP awards’ section of this report. After

pro-ration to 31 July 2025, Paul Waterman has 484,254 shares eligible to vest under the 2024

LTIP award. In accordance with the rules of the LTIP, any vested shares will remain subject to the

terms of the plan, which include a two-year holding period from vesting and malus and clawback

provisions.

Other payments

Paul Waterman received a contribution of £3,649 (excluding VAT) towards legal advisory fees

incurred in connection with his departure; and £37,988 (US$50k in total paid gross) towards the

preparation of tax ﬁlings for each year in which he receives employment income from the Group

that is taxable in the UK and career transition advisory support. The contribution towards tax

support is consistent with his in-employment beneﬁt and provided in lieu of this beneﬁt for the

balance of his notice period.

Post-cessation share ownership guidelines

In accordance with the post-cessation shareholding policy introduced in 2022, no shares derived

from incentive plans from 2022 onwards may be sold (other than to pay any tax arising on

vesting) within two years of cessation of employment unless the shares retained, after tax, from

those awards exceed the number of shares calculated to be of value equivalent to 165% of salary,

being Paul’s shareholding at the date of cessation of his employment (calculated on 31 July 2025

by reference to the closing share price on 31 July 2025). LTIP shares are subject to a two-year

holding period under the Remuneration Policy.

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Ralph Hewins

As announced on 30 September 2025, Ralph Hewins stepped down as CFO and retired from the

Board on 31 December 2025. He will remain employed by the Group in order to ensure an

orderly handover to his successor, Kath Kearney-Croft, until 31 March 2026. Remuneration

arrangements in respect of his departure reflect his contractual entitlements, the Directors’

Remuneration Policy approved by shareholders at the AGM on 29 April 2025 and the Rules of

the relevant plans. The payments to be made in connection with his loss of ofﬁce are as set

out below:

Salary and beneﬁts

Ralph Hewins will receive his normal remuneration under the terms of his service agreement

through to 31 March 2026, after which he will retire and cease to be employed by the Group.

He will receive a payment in lieu of any accrued but unused annual leave as of 31 March 2026.

He is not eligible for any salary increase in 2026.

Annual bonus

As set out earlier in this report, Ralph Hewins remained eligible to participate in the annual bonus

plan for the year ending 31 December 2025. The payment of the bonus earned will be made

by way of (a) cash lump sum to the value of 50% of the bonus earned in March 2026, and (b)

deferred shares to the value of 50% of the bonus earned, which will vest 2 years later in March

2028. He is not eligible for any bonus for 2026.

The deferred shares (net of any tax due) will need to be retained in connection with the two year

post-cessation of employment shareholding policy (see below).

Any bonuses paid remain subject to malus and clawback as well as the wider terms of the plan.

As a result of his retirement and cessation of employment, the deferred shares awarded in

connection with annual bonuses earned for performance in 2023 (138,015 shares) and 2024

(145,966 shares) will vest on the earlier of his cessation of employment and the normal vesting

date of the award. The net of tax number of these deferred share awards will need to be retained

for two years towards the satisfaction of the Company’s post cessation of employment share

ownership guidelines (see below).

Long-term incentive plan awards

As a result of his retirement, Ralph Hewins is a good leaver under the Rules of the Elementis Long

Term Incentive Plan. As a result, his 2023, 2024 and 2025 LTIP awards will vest on their normal

vesting dates in 2026, 2027 and 2028 respectively. The 2024 and 2025 LTIP awards will be

subject to a pro-rata reduction to reflect the period from grant to the cessation of his employment

on 31 March 2026 relative to the three-year performance periods and the application of

performance conditions. Details of the vesting of the 2023 LTIP award are set out in the

‘Determination of 2023 LTIP awards’ section of this report.

After pro-ration to 31 March 2026, Ralph Hewins has 322,463 shares eligible to vest under the

2024 LTIP award and 146,137 shares eligible to vest under the 2025 LTIP award. Dividend

equivalents will be additional to these numbers. In accordance with the Rules of the LTIP, any

vested shares will remain subject to the terms of the Plan which include a two year holding period

from vesting, and malus and clawback provisions. Ralph Hewins was not eligible for an LTIP

award in 2026.

Other payments

Ralph Hewins will receive a capped contribution of up to £5,000 (excluding VAT) towards legal

advisory fees incurred in connection with his departure.

Other than the items referenced above, Ralph Hewins will not receive any further remuneration

payments or payments for loss of ofﬁce.

Post-cessation shareholding guidelines

In accordance with the post-cessation shareholding policy introduced in 2022, no shares derived

from incentive plans from 2022 onwards may be sold (other than to pay any tax arising on

vesting) within two years of cessation of employment unless the shares retained, after tax, from

those awards exceed the number of shares calculated to be of value equivalent to the lower of

Ralph Hewins’ actual shareholding on 31 March 2026, being the date of his cessation of

employment, or 200% of salary. LTIP shares are subject to a two year holding period under the

Remuneration Policy.

Joining arrangements for new CEO and CFO

Luc van Ravenstein, CEO

Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025, following

a thorough search process led by the Nomination Committee. He was appointed on a base salary

of US $720,000 in the context of being an internal promotion. As set out in the Chair’s annual

statement, his salary has been reviewed in light of his performance and market rates of pay for

comparably sized FTSE 250 companies, resulting in an increase of 21.5% to US $875,000 with

effect from 1 April 2026.

Luc receives a Company pension contribution of 8% of base salary (aligned with the majority

of the wider UK workforce). His maximum bonus and long-term incentive opportunities have

been set at 150% and 200% of base salary respectively, consistent with the Directors’

Remuneration Policy.

Kath Kearney-Croft, CFO

Kath Kearney-Croft was appointed as CFO designate on 3 November 2025, before becoming

CFO and a member of the Board on 1 January 2026. She was appointed on a base salary of

£400,000. As set out in the Chair’s annual statement, Kath’s salary will increase to £413,000

(representing an increase of 3.25%) with effect from 1 April 2026. As part of Kath’s recruitment it

was agreed that she would receive a long-term incentive award at 175% of salary shortly

following her commencement of employment. The award is subject to the same performance

targets that apply to the Executive Directors’ awards that were granted earlier in the year and

provides immediate alignment with the wider executive leadership team.

Kath receives a Company pension contribution of 8% of base salary (aligned with the majority

of the wider UK workforce). Her maximum annual bonus and long-term incentive opportunities

have been set at 125% of base salary (pro-rata for 2025) and 175% of base salary respectively,

consistent with the Directors’ Remuneration Policy. There were no ‘buyout’ awards agreed in

connection with her appointment.

Elementis plc

Annual Report and Accounts 2025

140

Directors’ Remuneration report continued

Total shareholder return performance and change in CEO’s pay

The graph below illustrates the Company’s total shareholder return for the ten years ended 31 December 2025, relative to the FTSE 250 Index, along with a table illustrating the change in CEO pay

over the corresponding period. The table also details the payouts for the annual bonus scheme and LTIP.

As the Company’s shares are denominated and listed in pence, the graph below looks at the total return to 31 December 2025 of £100 invested in Elementis on 31 December 2015 compared with that

of the total return of £100 invested in the FTSE 250 Index. This index was selected for the purpose of providing a relative comparison of performance because the Company is a member of it.

100

150

200

TSR performance since 2015 (rebased to 100)

Elementis plc

FTSE 250 Index (excl. Investment Trusts)

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025


	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
CEO pay (total remuneration – £’000s)	1,553 1	2,539	1,229	1,114	1,007	1,946	2,214	2,752	3,039	3,641
Annual bonus payout (% of maximum)	27.5%	93.0%	35.0%	17.3%	0%	93%	75%	74%	77.9%	71.9%
LTIP vesting (% of maximum)	91.2% 2	91.4% 3	0%	0%	0%	0%	11.1%	54.7%	48.7%	76.8%

Includes remuneration for Paul Waterman and David Dutro for the period in which each was CEO during 2016, and for Luc van Ravenstein and Paul Waterman for the period in which each was CEO during 2025.

Relates to Paul Waterman’s buy-out awards which vested in March 2017.

Relates to Paul Waterman’s buy-out awards vesting in March 2018.

CEO to all-employee pay ratio

Whilst Elementis is not required to publish a CEO to all-employee pay ratio given it has fewer than 250 UK employees, voluntary disclosure of the pay ratio is included below. In line with the relevant

legislation, the analysis has been completed using Option A (i.e. actual total remuneration earned has been used as the basis for comparison). The reference date for the analysis was 31 December 2025.

Corporate

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Strategic

Financial

Shareholder

Governance

Annual Report and Accounts 2025

Report

Statements

Information

141

Whilst this is only based upon circa 80 UK employees, there is a mix of factory-based employees (circa 75%) and corporate head ofﬁce employees. Option A was used as it was deemed the most

accurate and prevalent among recent FTSE 250 disclosures. The 2025 ratio is equivalent to the 2024 ﬁgure due to the continued higher ratio of variable pay within the CEO’s overall compensation as

a result of the vesting of the 2023 LTIP award. Circa 10% of UK employees are eligible for LTIP. The ratio is consistent with the pay, reward and progression policies for the Company’s UK employees

taken as a whole. The pay ratio illustrates the greater leverage in Director packages versus the wider workforce in that in years where Elementis performs strongly against its performance targets,

the ratio is generally higher. For the purposes of the CEO pay ratio calculation the single ﬁgure proportion in relation to Paul Waterman has been calculated up until 29 April 2025, being the date at

which he stepped down as CEO.


CEO pay ratio	2019	2020	2021	2022	2023	2024	2025
Method	A	A	A	A	A	A	A
CEO single ﬁgure	£1,114	£1,007	£1,946	£2,214	£2,752	£3,039	£3,181
Upper quartile	15	14	23	24	31	37	34
Median	21	19	34	40	52	52	54
Lower quartile	25	23	42	49	67	66	63

The salary and total pay for the individuals identiﬁed at the lower quartile, median and upper quartile positions in 2025 are set out below:


2025	Salary	Total pay
Upper quartile individual	£73,680	£91,720
Median individual	£53,285	£58,752
Lower quartile individual	£45,596	£50,605

Relative importance of spend on pay

The table below shows the total remuneration paid across the Group together with the total dividends paid in respect of 2025 and the preceding ﬁnancial year.


£m	2025	2024	Change
Remuneration paid to all employees 1	60.9	59.8	1.8%
Total dividends paid in the year	18.9	14.7	28.6%

See Note 8 to the consolidated ﬁnancial statements. The amounts for 2025 and 2024 have been converted from dollars into pounds sterling using the average USD/GBP exchange rates for those years.

Malus and clawback

Malus and clawback provisions apply to the annual bonus and LTIP where the following circumstances become known within three years of any payments being made:

Performance outcomes were determined based on mis-stated ﬁnancial information

Performance outcomes being incorrectly calculated

Gross misconduct

Actions within the performance period that lead to corporate failure

Activities within the performance period that result in a material ﬁnancial downturn

A material failure of risk management within the relevant performance period

The occurrence of an event in the performance period that caused a serious health and

safety event

Following an individual being deemed a ‘good leaver’ within an incentive plan by reason of

retirement with the agreement of the Remuneration Committee, their taking on subsequent

employment in a paid executive role

A three-year period for the operation of malus and clawback is believed to be best-suited to Elementis, noting that this is standard market practice outside of ﬁnancial services companies and the

clear and transparent nature of reporting proﬁtability and other measures of ﬁnancial performance at Elementis.

There was no exercise of malus and clawback in the year.

Elementis plc

Annual Report and Accounts 2025

142

Directors’ Remuneration report continued

Percentage change in the remuneration of the Directors (unaudited)

The table below shows the change in the Directors’ pay and the corresponding change of these elements across all UK employees within the Group from 2024 to 2025.


	Average percentage change 2020-21			Average percentage change 2021-22			Average percentage change 2022-23			Average percentage change 2023-24			Average percentage change 2024-25
		Taxable	Annual		Taxable	Annual		Taxable	Annual		Taxable	Annual		Taxable	Annual
	Salary	beneﬁts	bonus	Salary	beneﬁts	bonus	Salary	beneﬁts	bonus	Salary	beneﬁts	bonus	Salary	beneﬁts	bonus
Luc van Ravenstein¹ ,2	–	–	–	–	–	–	–	–	–	–	–	–	n/a	n/a	n/a
John O’Higgins 3	131%	–	–	86%	–	–	4.5%	–	–	4%	3.6%	–	3.8%	–	–
Dorothee Deuring	2%	–	–	3%	–	–	10.5%	–	–	4%	–	–	3.8%	–	–
Trudy Schoolenberg 4	–	–	–	–	–	–	31.9%	–	–	4%	–	–	3.8%	–	–
Christine Soden 5	512%	–	–	14%	–	–	9.3%	–	–	4%	–	–	3.8%	–	–
Clement Woon 6	–	–	–	–	–	–	4.5%	–	–	16.1%	–	–	3.8%	–	–
Maria Ciliberti 6	–	–	–	–	–	–	–	–	–	–	–	–	30%	–	–
Heejae Chae 6	–	–	–	–	–	–	–	–	–	–	–	–	36%	–	–
Christopher Mills	–	–	–	–	–	–	–	–	–	–	–	–	n/a	–	–
Employees	11.1%	–	–	1.8%	–	-12%	0.4%	–	-20.7%	4%	–	25.5%	1.8%	–	-9%
Former Directors
Paul Waterman 1,2,8	2%	26%	100%	3%	-4%	-17%	3.2%	24.7%	2.7%	4%	17.8%	11.8%	n/a	n/a	n/a
Ralph Hewins 7	2%	4%	100%	3%	4%	-16%	4.5%	0%	2.7%	4%	13.2%	9.1%	3.8%	3.4%	-7.7%

All percentages are based on converting relevant local currencies into pounds sterling using the average rates for the respective year.

Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025. Paul Waterman stood down as CEO on the same date, and remained in employment until 31 July 2025.

John O’Higgins assumed the role of Chair on 1 September 2021.

Trudy Schoolenberg was appointed NED on 15 March 2022 and assumed the role of SID in April 2022.

Christine Soden joined the Board as NED and DNED for workforce engagement on 1 November 2020.

Clement Woon was appointed NED on 1 December 2022. Maria Ciliberti was appointed NED on 11 March 2024. Heejae Chae was appointed NED on 25 March 2024.

Paul Waterman and Ralph Hewins recommended and the Committee agreed that no bonuses should be payable in relation to 2020 performance.

Paul Waterman’s actual beneﬁts cost for FY2022 were effectively understated in FY2022 by approximately £15,000 due to the timing of the medical payments. This was corrected for 2023 and accounts for the majority of the increase in

that year. Foreign exchange rates and changes in costs due to age and salary also impact 2023.

Statement of shareholder voting

The resolutions to approve the 2025 Directors’ Remuneration Policy and the 2024 Directors’ Remuneration report were passed by a poll at the Company’s 2025 AGM respectively. Set out in the table

below are the votes cast by proxy in respect of these resolutions.


	Votes for	% for	Votes against	% against	Votes withheld 1
2024 Directors’ Remuneration report (2025 AGM)	434,598,682	91.88	38,413,539	8.12	16,163
2025 Directors’ Remuneration Policy (2025 AGM)	467,252,524	98.78	5,759,912	1.22	15,948

Votes withheld are not included in the ﬁnal ﬁgures as they are not recognised as a vote in law.

Corporate

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Strategic

Financial

Shareholder

Governance

Annual Report and Accounts 2025

Report

Statements

Information

143

Other information about the Committee’s membership and operation

Committee composition

The Chair and members of the Committee are shown on pages 92-94, together with their

biographical information. Five meetings were held during 2025 and the attendance of Committee

members is shown on page 121.

The Chair of the Board, CEO and other Non-Executive Directors who are not members of the

Committee have a standing invite to attend, and the CFO and Chief Human Resources Ofﬁcer

also attend meetings by invitation, as appropriate. The Executive Directors are not present when

their own remuneration arrangements are discussed or, if they are, they do not participate in the

decision-making process.

External adviser

Korn Ferry was appointed as external independent adviser to the Committee in 2017 following

a competitive tender process. During 2025, Korn Ferry provided advice to the Committee in

relation to emerging market practice and benchmarking. Through a separate advisory team to

the remuneration advisory team, Korn Ferry provided other human capital related services to

the Nomination Committee. The Committee is therefore satisﬁed that the advice received was

objective and independent. Korn Ferry is a member of the Remuneration Consultants Group and

abides by the voluntary code of conduct of that body, which is designed to ensure objective and

independent advice is given to remuneration committees. Fees paid to Korn Ferry for

remuneration advisory services in 2025 were £66,941 (excluding VAT) and were charged on a

time and materials basis.

Terms of reference

A full description of the Committee’s terms of reference is available on the Company’s website at

www.elementis.com

Activities during the year

The Committee operated in line with its terms of reference during the year, setting the pay for the

Executive Directors and wider senior leadership team, having oversight of pay across the

organisation and setting the Board Chair’s fee. The Committee considered the following at its

meetings during 2025:


Committee
meeting dates	Agenda items
February	2022 LTIP performance outcomes
2025	2024 Executive Director bonus awards
	2025 LTIP targets/performance conditions and delegated authority to grant
	the 2025 awards
	ELT salary review and bonus payments
	CEO pay ratio calculations
	Approval of ﬁnal draft of Directors’ Remuneration report
June 2025	2025 LTIP grant
July 2025	Market update
	Preliminary consideration of Talc divestment impact on incentives
October 2025	Application of Remuneration Policy in 2026
	Update on 2025 performance against annual bonus targets and 2023 LTIP
	Consideration of the impact of the Talc divestment on incentive plans
December	Institutional investor and proxy agency update
2025	Preliminary discussion on Director pay increases
	Conclusion on Talc divestment impact on incentives and associated impact of
	share buyback
	Workforce engagement
	Committee terms of reference

Outside of the above meeting dates, the Committee considered and conﬁrmed operational

matters in appropriate forums (e.g. the Executive Directors’ annual bonus targets, granting of the

2025 LTIP awards, and Executive Director joining and leaving arrangements).

Evaluation, training and development

On an annual basis, the Committee’s effectiveness is reviewed as part of the evaluation of the

Board. Following the evaluation last year, there were no major issues to report. During 2025, all

members received brieﬁngs from the Group General Counsel & Company Secretary and the

Committee’s remuneration advisers throughout the year to keep them updated on topical matters

and developments relating to executive remuneration.

Auditable sections of the Directors’ Remuneration Report

The sections of the Annual Report on Remuneration that are required to be audited by law are as

follows: Remuneration payable to Directors for 2025 and Directors’ retirement beneﬁts; and tables

headed Annual LTIP awards granted in the year, Directors’ scheme interests, Directors’ share

interests and Directors’ retirement beneﬁts.

Approved by the Board on 4 March 2026

Clement Woon

Chair, Remuneration Committee

144

Elementis plc

Annual Report and Accounts 2025

Directors’ report

The Directors present their report together with the Annual Report and Accounts, along with

the audited consolidated ﬁnancial statements of the Company, and the Group, for the year ended

31 December 2025.

The Directors’ report is set out on pages 144-147, together with the information required to be

disclosed (referred to below) which is incorporated by reference. The Governance report is set

out on pages 89-148. Information from the consolidated ﬁnancial statements referred to in this

Directors’ report is incorporated by reference.

The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, and

as noted in this Directors’ report, to include certain matters in its Strategic report that would

otherwise be required to be disclosed in this Directors’ report. The Strategic report can be found

on pages 3-88, which provides detailed information relating to the Group, its business model and

strategy, operation of its businesses, future developments, and the results and ﬁnancial position

for the year ended 31 December 2025.

Disclosures required under Listing Rule 6.6.4R

To comply with Listing Rule 6.6.4, the following table provides the information to be disclosed by

the Company:

Details of long term-incentive schemes can be found on

pages 122-123.

6.6.1(3)

Christopher Mills (Non-Independent Non-Executive Director)

has waived his emoluments and has donated to a charity of

his choice.

6.6.1(4) and 6.6.1(5)R

The Trustees of the Elementis plc Employee Beneﬁt Trust waived

dividends on all shares.

6.6.1(11) and 6.6.1(12)R

The Strategic Report and the Directors’ Report together form the Management Report for the

purposes of the Disclosure Guidance and Transparency Rules 4.1.8R

Directors

Directors and their interests

The biographical details of the Directors of the Company who held ofﬁce during the year,

and up to the date of the signing of the ﬁnancial statements, are set out on pages 92-95.

Appointment and replacement of Directors

The Articles of Association (the ‘Articles’) give the Directors power to appoint and replace

Directors. Under the terms of reference of the Nomination Committee, appointments are

recommended by the Nomination Committee for approval by the Board. In line with the UK

Corporate Governance Code, the Articles also require all Directors to retire and submit

themselves for election at each AGM, except for any Director appointed by the Board after the

notice of the AGM has been given. The service contracts of the Executive Directors and letters

of appointment of the Non-Executive Directors are available for inspection at the Company’s

registered ofﬁce.

Amendment of the Articles

Amendments to the Articles may be made by way of special resolution, in accordance with the

Companies Act 2006. The most recent amendments to the Articles were approved at the AGM

held on 30 April 2019.

Directors’ powers

The business of the Company is managed by the Board, which may exercise all the powers of the

Company, subject to the Articles, the Companies Act 2006 and any special resolution of the

Company. The exercise of certain powers, including in relation to the issuing or buying back of

shares, requires authority from the Company’s shareholders. The Articles may only be amended

by special resolution of the Company at a general meeting of its shareholders.

Directors’ conflicts of interest

Kath Kearney-Croft is in receipt of a conflict authorisation from the Company in respect of her

acting as a trustee of the Elementis Group Pension Scheme. The conflict authorisation enables

Kath Kearney-Croft to act as trustee, notwithstanding that this role could give rise to a situation in

which there is a conflict of interest. The Board considers that it is appropriate for the trustees of

the UK pension scheme to beneﬁt from the ﬁnancial expertise of the CFO and that their

contribution at trustees’ meetings demonstrates the Board’s commitment to supporting the UK

pension scheme. The Board’s conflict authorisation is subject to annual review and, under the

terms of the conflict authorisation, reciprocal provisions have been put in place with a view to

safeguarding information that is conﬁdential to the Group, as well as to the trustees. Were a

conflict of interest to arise, Kath Kearney-Croft is required to excuse herself from reading the

relevant papers and absent herself from participating in relevant discussions. Procedures are

in place to ensure compliance with the Companies Act 2006. These procedures have been

complied with during the year. Details of any new conflicts or potential conflict matters are

submitted to the Board for consideration and, where appropriate, are approved. Authorised

conflicts and potential conflict matters are reviewed on an annual basis and more frequently

where required.

Directors’ insurance and indemnities

In addition to the indemnities granted by the Company to Directors in respect of the liabilities

incurred as a result of their ofﬁce (which are qualifying third-party indemnity provisions under the

Companies Act 2006), a directors’ and ofﬁcers’ liability insurance policy is maintained throughout

the year. Neither the indemnity nor the insurance provides cover in the event that a Director is

proven to have acted dishonestly or fraudulently. Similar arrangements also exist for directors of

Group subsidiary entities.

Directors’ share interests

The Directors’ interests in the ordinary shares and options of the Company can be found within

the Directors’ Remuneration report on pages 121-143.

145

Elementis plc

Annual Report and Accounts 2025

Corporate

Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Share capital

As at 31 December 2025, the Company’s issued share capital was 569,295,044 ordinary shares,

with a nominal value of 5 pence each. Each issued share carries a voting right of one vote per

share. All of the Company’s issued shares are fully paid up and rank equally in all respects. The

rights attached to the shares, in addition to those conferred on their holders by law, are set out in

the Company’s Articles. From time to time, the ESOT holds shares in the Company for the purposes

of various share incentive plans and the rights attached to them are exercised by independent

trustees, who may take into account any recommendation by the Company. As at 31 December

2025, the ESOT held 4,181 shares in the Company (2024: 968,021). A dividend waiver is in place

in respect of all shares that may become held by the ESOT. Further details of the authorised and

issued share capital during the ﬁnancial year are provided in Note 17 to the accounts on page 183.

Dividend

The Company paid an interim dividend on 26 September 2025 of 1.3 cents per share (0.97 pence

per share determined by using the forward rate of £1.00:$1.34 as determined on 30 July 2025)

to holders of ordinary shares of £0.05 who were on the register as at 15 August 2025. A ﬁnal

dividend of 3.0 cents per share (2.23 pence per share determined by using the forward rate of

£1.00:$1.3482 as determined on 27 February 2026) will be proposed for shareholder approval at

the AGM on 29 April 2026. If approved, the ﬁnal dividend will be paid on 29 May 2026 to

shareholders on the Register of Members on 1 May 2026.

Employee share schemes

The Company operates a number of employee share plans, details of which are set out in Note 26 to

the consolidated ﬁnancial statements and on page 131 of the Directors’ Remuneration report.

Voting rights

In a general meeting of Elementis plc, the provisions of the Companies Act 2006 apply in relation

to voting rights, subject to the provisions of the Articles and to any special rights or restrictions as

to voting attached to any class of shares in Elementis plc (of which there are none). Shareholders

are entitled to attend and vote at any general meeting of the Company and a poll will be held on

every resolution. Every member present in person or by proxy has, upon a poll, one vote for

every share held. In the case of joint holders of a share, the vote of the senior who tenders a vote,

whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint

holders and, for this purpose, seniority shall be determined by the order in which the names

stand in the Register of Members in respect of the joint holding. Full details of the deadlines for

exercising voting rights in respect of the resolutions to be considered at the AGM to be held on

29 April 2026 will be set out in the Notice of Annual General Meeting.

Authority to purchase own shares

Shareholders are asked at each annual general meeting for authority to authorise the Company

to purchase its own shares, in order that the Company may do so when the Directors believe it is

in the best interests of shareholders. Shares that are purchased by the Company must either be

cancelled or held in treasury. Once shares are held in treasury, the Directors may only dispose

of them in accordance with the relevant legislation by: (a) selling the shares (or any of them) for

cash; (b) transferring the shares (or any of them) for the purposes of, or pursuant to, an employee

share scheme; or (c) cancelling the shares (or any of them).

The Company purchased 24,578,253 of its 5 pence ordinary shares (representing c. 4.43% of the

Group’s issued share capital) via the share buyback scheme during the year (2024: nil) at a cost

of £39,999,998.92, with an average price of 162.7455p. Of the shares bought back, 23,026,118

were cancelled (representing c. 4.15% of the Group’s issued share capital). The 1,552,135 shares

that were not cancelled, were held in treasury and made available to meet the Company’s

share-based incentive plans during the year. As at 31 December 2025, 88,609 shares were held

in treasury (2024: nil). Further details are available on page 7.

A special resolution will be proposed at the forthcoming AGM to renew the Company’s authority

to purchase its own shares in the market up to a limit of 10% of its issued ordinary share capital.

The maximum and minimum prices will be stated in the resolution at the date of the AGM. The

Directors believe that it is advantageous for the Company to have this flexibility to make market

purchases of its own shares. The Directors may consider holding repurchased shares pursuant to

the authority conferred by this resolution as treasury shares. This will give the Company the

ability to reissue treasury shares quickly and cost-effectively, and will provide the Company with

additional flexibility in the management of its capital base. The Directors will only exercise this

authority if they are satisﬁed that a purchase would result in an increase in expected earnings

per share and would be in the interests of shareholders generally.

Appropriation of distributable reserves

Following the year end, the Board became aware that the following interim dividend and share

buybacks had been made otherwise than in accordance with the Companies Act 2006

(the “

Act

”) because interim accounts, prepared to support the interim dividend and share

buybacks, had not been ﬁled at Companies House prior to the payment of the dividend and the

purchase of the shares (as applicable):

(a) the interim dividend in respect of the six months ended 30 June 2025 of 1.3 cents per share

(the total amount of the dividend being £5,643,963) which was paid to shareholders on 26

September 2025 (the “

Interim Dividend

”); and

(b) certain purchases of the Company’s ordinary shares as part of its share buyback programme

during the period commencing on 11 July 2025 and ending on 12 December 2025 (inclusive)

(the “

Affected Buybacks

”), (the Interim Dividend and the Affected Buybacks together,

the “

Relevant Distributions

”).

The Company had, at all times, sufﬁcient distributable proﬁts to fund the Relevant Distributions.

At the AGM to be held on 29 April 2026, a special resolution (resolution 20) will be proposed

which will, if passed, address the situation and put all parties back in the position they were

intended to be had the full technical requirements of the Act been complied with at the time the

Relevant Distributions were made, including by authorising the appropriation of the distributable

proﬁts of the Company at 31 December 2025 to the payment of the Relevant Distributions,

together having a total value of £34,255,341.

146

Elementis plc

Annual Report and Accounts 2025

Directors’ report continued

Subject to approval of the resolution at the AGM, the Company shall also remove any right it may

have to claim from shareholders or directors who were present at the meeting at which the Interim

Dividend was declared for the repayment of the Interim Dividend, and from directors at the time of

the Affected Buybacks, by entering into deeds of release in relation to any such claims. The release

of such directors will constitute a related party transaction under IAS 24 and under the UK Listing

Rules.

The Company is putting in place new procedures relating to all distributions which will ensure that

relevant legal requirements are complied with in the future.

Substantial shareholders

In accordance with the Disclosure Guidance and Transparency Rules (“DTR”), as at

31 December 2025, the following interests in voting rights over the issued share capital

of the Company had been notiﬁed.

Information provided to the Company pursuant to the DTR is published on a regulatory

information service and on the Company’s website.

Ordinary shares

% of issued share

capital

Franklin Templeton

58,514,881

10.28

Fidelity International

46,560,206

8.18

BlackRock

42,141,291

7.40

Columbia Threadneedle

33,337,037

5.86

Vanguard Group

30,639,907

5.38

Soros Fund Management

21,921,916

3.85

Artisan Partners

21,302,695

3.74

Dimensional Fund Advisors

18,032,369

3.17

Sterling Strategic Value Fund

17,254,370

3.03

Between 31 December 2025 and 28 February 2026 (being the latest available register date),

the Company has been notiﬁed of the following changes:

Franklin Templeton decreased their shareholding to 58,466,078 or 10.27%

Fidelity International increased their shareholding to 47,463,732 or 8.34%

BlackRock decreased their shareholding to 41,919,556 or 7.36%

Columbia Threadneedle decreased their shareholding 27,666,254 or 4.86%

Vanguard Group decreased their shareholding to 30,450,256 or 5.35%

Artisan Partners increased their shareholding to 22,687,447 or 3.99%

Employees

Employment policies and equal opportunities

Group policies seek to create a workplace that has an open atmosphere of trust, honesty and

respect. Harassment or discrimination of any kind based on race, colour, religion, gender, age,

national origin, citizenship, mental or physical disabilities, sexual orientation, veteran status, or

any other similarly protected status is not tolerated. This principle applies to all aspects of

employment, including recruitment and selection, training, development, promotion and

retirement. Employees are free to join a trade union and participate in collective bargaining

arrangements. It is also a Group policy to reasonably accommodate applicants and employees

who have a disability, where practicable, and to provide training, career development and

promotion, as appropriate. It is Group policy not to discriminate on the basis of any unlawful

criteria and its practices include prohibition on the use of child or forced labour. Elementis plc

supports the wider fundamental human rights of its employees worldwide, as well as those of our

customers and suppliers, and further details are set out in the People and Responsible business

sections on pages 75-87.

Employee communications and involvement

The Company is committed to employee involvement throughout the business. Employees

are kept informed of the ﬁnancial performance, and strategy (including the economic factors

relating to it) of the Group via email. Videoconference calls are held by the CEO to employees

worldwide and these serve as an informal forum for employees to ask topical questions about the

Group. Further information can be found on pages 102 and 104-105.

Engagement with other stakeholders

Details of engagement with other stakeholders and information on how the Directors have had

regard to their interests in the context of principal decisions taken by the Board during the year

are set out on pages 100-103.

R&D activities

Our innovation expertise and capability is focused on delivering products that address our

customers’ needs. For further information on our approach to innovation, please refer to

pages 15-21. During the year ended 31 December 2025, costs relating to R&D activities were

$7.3m (2024: $8.7m).

Additional information

Going concern and viability statement

The Directors consider that the Group and the Company have adequate resources to remain in

operation for the foreseeable future and have therefore continued to adopt the going concern

basis in preparing the ﬁnancial statements. The UK Corporate Governance Code requires the

Directors to assess and report on the prospects of the Group over a longer period. The full

viability statement and associated explanations are set out on page 56.

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Governance

Financial

Statements

Shareholder

Information

Strategic

Report

Audit information

Each Director of the Company on 4 March 2026, the date this Directors’ report was approved,

conﬁrms that so far as they are aware, there is no relevant audit information of which the

Company’s auditors, Deloitte LLP, are unaware and that they have taken all the steps that they

ought to have taken as a Director to make themselves aware of any relevant audit information

and to establish that the Company’s auditors are aware of that information.

Auditors

Following an audit tender during 2025, the Audit Committee has recommended a resolution to

appoint Ernst & Young LLP as the new auditors from 2026, and to authorise the Audit Committee

to ﬁx their remuneration at the forthcoming AGM. The remuneration of the auditors for the year

ended 31 December 2025 is fully disclosed in Note 7 to the ﬁnancial statements on page 175.

Annual General Meeting

The 2026 AGM will be held at 10.00am on Wednesday 29 April 2026 at the ofﬁces of A&O

Shearman LLP, One Bishops Square, London E1 6AD. Details of the resolutions to be proposed

at the AGM are set out in the Notice of AGM, which has been sent to shareholders and is

available on the Elementis corporate website: www.elementis.com

Signiﬁcant agreements – change of control

There are a number of signiﬁcant agreements which the Company is party to that take effect,

alter or terminate in the event of change of control of the Company. The Company is a guarantor

under the Group’s $50m and $110m long-term loans and $250m revolving credit facility (“RCF”)

and, in the event of a change of control, any lender among the facility syndicate, of which there

are nine with commitments ranging from $2m to $88m, may withdraw from the facility and that

lender’s participation in any loans drawn down are required to be repaid.

The rules of the Company’s various share incentive schemes set out the consequences of

a change of control of the Company on the rights of the participants under those schemes.

Under the rules of the respective schemes, participants would generally be able to exercise

their options on a change of control, provided that the relevant performance conditions have

been satisﬁed and, where relevant, options are not exchanged for new options granted by an

acquiring company.

In the event of a takeover or other change of control (usually excluding an internal reorganisation),

outstanding awards under the Group’s incentive plans vest and become exercisable (including

DSBP cash awards and LTIP awards), to the extent any performance conditions (if applicable)

have been met, and subject to time pro-rating (if applicable) unless determined otherwise by the

Board in its discretion, in accordance with the rules of the plans. In certain circumstances, the

Board may decide (with the agreement of the acquiring company) that awards will instead be

cancelled in exchange for equivalent awards over shares in the acquiring company.

Political donations

The Group made no political donations during the year (2024: $nil).

Greenhouse gas emissions

Information on the Group’s greenhouse gas (“GHG”) emissions, energy consumption and energy

efﬁciency for the year ended 31 December 2025 can be found on pages 62-74 including our

climate-related ﬁnancial disclosures.

Risk and internal control

Details of the Group’s policy on addressing the principal risks and uncertainties facing the

Group are set out on pages 40-49. Information about the Group’s ﬁnancial risk management

and exposure to ﬁnancial market risks is set out in Note 23 to the ﬁnancial statements on

pages 190-192. Details of our internal control framework can be found on page 43 and in the

Audit Committee Report on pages 111-116.

Branches

As a global Group, Elementis’ interests and activities are held or operated through subsidiaries,

branches, joint arrangements or associates which are established in, and subject to the laws and

regulations of, many different jurisdictions.

Events after the balance sheet date

On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical

manufacturing business to Associated British Foods for an enterprise value of c. €34m

(equivalent to c. $40m). Completion of the transaction is subject to customary closing conditions

and regulatory approvals and is expected to occur in Q2 2026.

There were no further signiﬁcant events after the balance sheet date.

Approved by the Board

Hannah Constantine

Group General Counsel & Company Secretary

On behalf of the Board

4 March 2026

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Directors’ responsibilities

Statement of Directors’

responsibilities in respect of

the annual report and ﬁnancial

statements

Company law requires the Directors to

prepare ﬁnancial statements for each ﬁnancial

year. Under that law, the Directors are required

to prepare the Group ﬁnancial statements in

accordance with UK-adopted international

accounting standards in conformity with the

requirements of the Companies Act 2006 and

International Financial Reporting Standards

(IFRSs) as adopted by the UK. The ﬁnancial

statements also comply with the IFRSs as

issued by the International Accounting

Standards Board (IASB).

The Directors have also chosen to prepare

the parent company ﬁnancial statements in

accordance with United Kingdom Generally

Accepted Accounting Practice (United

Kingdom Accounting Standards and

applicable law) including Financial Reporting

Standard 101 Reduced Disclosure Framework

– Disclosure exemptions from EU-adopted

IFRS for qualifying entities (FRS 101).

Under company law, the Directors must not

approve the ﬁnancial statements unless they

are satisﬁed that they give a true and fair view

of the state of affairs of the Group and

Company and of the proﬁt or loss for

that period.

In preparing the parent company ﬁnancial

statements, the Directors are required to:

select suitable accounting policies and then

apply them consistently;

make judgements and accounting estimates

that are reasonable and prudent;

state whether applicable UK Accounting

Standards have been followed, subject to

any material departures disclosed and

explained in the ﬁnancial statements; and

prepare the ﬁnancial statements on the

going concern basis unless it is appropriate

to presume that the Company will not

continue in business.

In preparing the Group ﬁnancial statements,

International Accounting Standard 1 requires

that the Directors:

properly select and apply accounting

policies;

present information, including accounting

policies, in a manner that provides relevant,

reliable, comparable and understandable

information;

provide additional disclosures when

compliance with the speciﬁc requirements

in IFRSs are insufﬁcient to enable users

to understand the impact of particular

transactions, other events and conditions on

the entity’s ﬁnancial position and ﬁnancial

performance; and

make an assessment of the Company’s

ability to continue as a going concern.

The Directors are responsible for keeping

adequate accounting records that are

sufﬁcient to show and explain the Company’s

transactions and disclose with reasonable

accuracy at any time the ﬁnancial position of

the Company and enable them to ensure that

the ﬁnancial statements comply with the

Companies Act 2006. The Directors are also

responsible for safeguarding the assets of the

Company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing

a Strategic report, Directors’ report, Directors’

Remuneration report and Corporate

Governance statement which comply with

that law and regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and ﬁnancial information included on the

Company’s website. Legislation in the UK

governing the preparation and dissemination

of ﬁnancial statements may differ from

legislation in other jurisdictions.

Directors’ responsibility statement

Each of the Directors, who are appointed at

the date of approval of this report, conﬁrm

that, to the best of their knowledge:

the ﬁnancial statements, which have been

prepared in accordance with the relevant

ﬁnancial reporting framework, give a true

and fair view of the assets, liabilities,

ﬁnancial position and proﬁt or loss of the

Company and the undertakings included

in the consolidation taken as a whole;

the Strategic report includes a fair review of

the development and performance of the

business and the position of the Company

and the undertakings included in the

consolidation taken as a whole, together

with a description of the principal risks and

uncertainties that they face; and

the Annual Report and ﬁnancial statements,

taken as a whole, are fair, balanced and

understandable, and provide the

information necessary for shareholders to

assess the Company’s position,

performance, business model and strategy.

This responsibility statement was approved by

the Board of Directors on 4 March 2026 and is

signed on its behalf by:

Luc van Ravenstein

CEO

Kath Kearney-Croft

CFO

150

Independent Auditor’s report

158

Consolidated income statement

158

Consolidated statement of

comprehensive income

159

Consolidated balance sheet

160

Consolidated statement of

changes in equity

161

Consolidated cash flow statement

162

Notes to the consolidated

ﬁnancial statements

202

Company balance sheet

203

Company statement of changes in equity

204

Notes to the company ﬁnancial

statements of Elementis plc

208

Alternative performance measures

and unaudited information

210

Five-year record

In this section

Elevate

Financial

statements

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Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

Independent Auditor’s report to the members of Elementis plc

Report on the audit of the ﬁnancial statements

1. Opinion

In our opinion:

the ﬁnancial statements of Elementis plc (the ‘parent company’) and its subsidiaries (the

‘group’) give a true and fair view of the state of the group’s and of the parent company’s

affairs as at 31 December 2025 and of the group’s loss for the year then ended;

the group ﬁnancial statements have been properly prepared in accordance with United

Kingdom adopted international accounting standards and IFRS Accounting Standards as

issued by the International Accounting Standards Board (IASB);

the parent company ﬁnancial statements have been properly prepared in accordance

with United Kingdom Generally Accepted Accounting Practice, including Financial

Reporting Standard 101 “Reduced Disclosure Framework”; and

the ﬁnancial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

We have audited the ﬁnancial statements which comprise:

the consolidated income statement;

the consolidated statement of comprehensive income;

the consolidated and parent company balance sheets;

the consolidated and parent company statements of changes in equity;

the consolidated cash flow statement;

the consolidated ﬁnancial statement related notes 1 to 33; and

the parent company ﬁnancial statement related notes 1 to 12.

The ﬁnancial reporting framework that has been applied in the preparation of the group ﬁnancial

statements is applicable law, United Kingdom adopted international accounting standards and

IFRS Accounting Standards as issued by the IASB. The ﬁnancial reporting framework that has

been applied in the preparation of the parent company ﬁnancial statements is applicable law and

United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”

(United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))

and applicable law. Our responsibilities under those standards are further described in the

auditor’s responsibilities for the audit of the ﬁnancial statements section of our report.

We are independent of the group and the parent company in accordance with the ethical

requirements that are relevant to our audit of the ﬁnancial statements in the UK, including the

Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest

entities, and we have fulﬁlled our other ethical responsibilities in accordance with these

requirements. The non-audit services provided to the group for the year are disclosed on page

113. We conﬁrm that we have not provided any non-audit services prohibited by the FRC’s Ethical

Standard to the group or the parent company.

We believe that the audit evidence we have obtained is sufﬁcient and appropriate to provide a

basis for our opinion.

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3. Summary of our audit approach

Key audit

matters

The key audit matters that we identiﬁed in the current year were:

Classiﬁcation of costs within adjusting items designated as ‘proﬁt or loss from

discontinued operations’ or ‘transformation’ related costs; and

Revenue recognition.

Within this report, key audit matters are identiﬁed as follows:

Newly identiﬁed

Similar level of risk

Materiality

The materiality that we used for the group ﬁnancial statements was $4.6 million

(2024: $4.0 million) which was determined on the basis of adjusted proﬁt before

tax (without amortisation of purchased intangibles arising on acquisition)

(“adjusted PBT”).

Scoping

The four main components which were subject to audit procedures collectively

contribute 79% of the group’s revenue and 84% of the group’s proﬁt before tax

and 85% of the group’s net assets.

Signiﬁcant

changes in

our approach

In the previous year we identiﬁed a key audit matter relating to the valuation of

the Talc Cash Generating Unit (“CGU”) following the announcement of a

strategic review of the Talc business and recognition of impairment in the year.

As the disposal of the Talc business completed in May 2025, the valuation of the

Talc Cash Generating Unit is no longer a key audit matter.

We have identiﬁed a new key audit matter in the current year in relation to the

classiﬁcation of costs within adjusting items designated as ‘proﬁt or loss from

discontinued operations’ or ‘transformation’. There has been an increase in the

size of these costs in the year and there is judgement in determining the correct

classiﬁcation. The classiﬁcation of these costs is a key determinant of the

Group’s adjusted proﬁt measures, which are key metrics for measuring

performance of the Group.

4. Conclusions relating to going concern

In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the ﬁnancial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and parent company’s ability to

continue to adopt the going concern basis of accounting included:

evaluating the group’s ﬁnancing facilities including the nature of facilities, repayment terms and

covenants. Further information is set out on page 56 of the annual report;

recalculating and assessing the amount of forecast headroom on the loan covenants to testing

dates;

evaluating the reverse stress test prepared by management and performing a sensitivity

analysis to consider speciﬁc scenarios, including a reduction in revenue and associated proﬁts;

challenging management on the assumptions used in the cash flow model used to prepare the

going concern forecast. This includes testing of clerical accuracy of the model, assessment of

the historical accuracy of forecasts prepared by management and reviewing the balance sheet

for items which could potentially result in a cash outflow;

evaluating management’s going concern disclosures 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 parent 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 relation to the reporting on how the group has 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.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance

in our audit of the ﬁnancial statements of the current period and include the most signiﬁcant

assessed risks of material misstatement (whether or not due to fraud) that we identiﬁed. These

matters included those which had the greatest effect on: the overall audit strategy; the allocation

of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the ﬁnancial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

Independent Auditor’s report to the members of Elementis plc continued

5.1. Classiﬁcation of costs within Adjusting Items designated as ‘Proﬁt or Loss from

Discontinued Operations’ or ‘Transformation’

Key audit matter

description

On the 27 May 2025, the Elementis Group announced the sale of its Talc

business to IMI Fabi S.p.A. Net assets to the value of $163.0 million were

disposed of and gross cash proceeds net of cash sold were $52.5 million.

This results in a loss on disposal of $110.5 million. Furthermore,

‘Transformation’ costs have increased in the year due to a number of

one-off transactions as included in note 5 to the ﬁnancial statements.

The group have recorded total ‘transformation’ related costs within

adjusting items of $13.2m (2024: $8.7m). There is judgement in

determining the correct classiﬁcation of costs and we have also identiﬁed

there is a risk of management bias. The classiﬁcation of these costs is a

key determinant of the Group’s adjusted proﬁt measures which are key

metrics for measuring performance of the Group.

Given the increase in size of these costs in the year and the judgement

described above we have determined that the classiﬁcation of costs

within adjusting items designated as ‘proﬁt or loss from discontinued

operations’ or ‘transformation’ is a key audit matter.

See Note 33 to the ﬁnancial statements for further details on discontinued

operations and Note 5 to the ﬁnancial statements for further details of

adjusting items. Please see Note 1 for the alternative performance

measures accounting policy and the Audit Committee report from page

111 for further details.

How the scope of our

audit responded to

the key audit matter

Our procedures included:

Obtained an understanding of relevant controls over the identiﬁcation,

classiﬁcation, and recording of transformation related costs and

disposal costs;

Evaluated the judgements made by management in classifying costs

as either disposal costs or transformation costs. The evaluation

considered speciﬁc facts, circumstances, and supporting

documentation for each cost incurred, to evaluate the appropriateness

and consistent application of management’s classiﬁcation decisions.

Assessed whether management’s ‘transformation’ related costs and

disposal costs within adjusting items are appropriately aligned with the

FRC’s guidance provided in the Thematic Review of Alternative

Performance Measures (APMS), and IFRS 5 ‘Non-current Assets Held

for Sale and Discontinued Operations’.

Key observations

Based on our procedures performed we concluded the classiﬁcation of

costs within adjusting items designated as ‘proﬁt or loss from

discontinued operations’ or ‘transformation’ was materially appropriate.

5.2. Revenue Recognition

Key audit matter

description

The Group recognised revenue from continuing operations of $597.5m

(2024: $603.8m).

Given the disaggregated nature of the group, the range of products,

customers and markets spanning across numerous countries and

sectors, understanding the revenue recognition process and the control

environment underpinned our central risk assessment and the basis for

our planned audit procedures.

Due to the large number of revenue transactions recognised across

multiple businesses, this is an area which requires a signiﬁcant allocation

of resources and effort in the audit. At the year end, manual adjustments

are made by the Group for goods which have been despatched but

where, under the terms of sale, the control of the goods has yet to pass to

the customer; this is done because the group’s systems record revenue

on despatch.

The accounting policy is described in Note 1 where this is also included

as a critical accounting judgement. See Note 2 to the ﬁnancial statements

for further details for revenue recognised and within the Audit Committee

report on page 115.

How the scope of our

audit responded to

the key audit matter

Our procedures included:

obtained an understanding of the relevant controls over signiﬁcant

revenue streams;

with the support of our analytics specialists, implemented a bespoke

analytical model tailored to the Group’s revenue streams to

automatically match key revenue data points across sales orders,

invoices, and the accounts receivable ledger, which was then agreed

to the corresponding cash receipts , to identify outliers in the revenue

population for further investigation;

tested the integrity of the data utilised in the analytics, as well as the

transactions recorded, through agreeing a sample to supporting

documentation; and

tested manual adjustments to revenue, including using analytics to test

the revenue cut off adjustment.

Key observations

Based on our audit procedures performed, we concluded that revenue

has been appropriately recognised in the year.

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6. Our application of materiality

6.1. Materiality

We deﬁne materiality as the magnitude of misstatement in the ﬁnancial statements that makes it

probable that the economic decisions of a reasonably knowledgeable person would be changed

or influenced. We use materiality both in planning the scope of our audit work and in evaluating

the results of our work.

Based on our professional judgement, we determined materiality for the ﬁnancial statements as a

whole as follows:

Group ﬁnancial statements

Parent company ﬁnancial statements

Materiality

$4.6 million (2024: $4.0 million)

$2.3 million (2024: $2.0 million)

Basis for determining

materiality

The materiality that we used for the

group ﬁnancial statements was

$4.6 million (2024: $4.0 million)

which equates to 4.6% (2024: 4.3%)

of adjusted proﬁt before tax from

continuing operations without

adjustment for amortisation of

purchased intangibles arising on

acquisition.

The benchmark of $99.3m results

from $107.5m of adjusted proﬁt

before tax less $8.2m of

amortisation of purchased

intangibles arising on acquisition.

Refer to Note 5 for further details.

A factor of 3% of net assets (2024:

3%) was used capped at 50%

(2024: 50%) of group materiality.

Rationale for the

benchmark applied

We have considered the users of

the ﬁnancial statements when

selecting the appropriate

benchmarks. Earnings based

metrics are of interest to the analyst

and investor-based communities.

We have used net assets in

determining materiality as it reflects

the nature of the parent company

as a holding company.

Materiality

Group Materiality $4.6m

Adjusted PBT

from continuing

operations without

adjustment for

amortisation of

purchased intangibles

arising on acquisition

$99.3m

Audit Committee reporting threshold $0.2m

Component performance materiality range

$1.6m to $2.1m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in

aggregate, uncorrected and undetected misstatements exceed the materiality for the ﬁnancial

statements as a whole.

Group ﬁnancial statements

Parent company ﬁnancial statements

Performance

materiality

70% (2024: 70%) of group

materiality

70% (2024: 70%) of parent

company materiality

Basis and rationale

for determining

performance

materiality

In determining performance materiality, we considered our past

experience of the group and our risk assessment, including our

assessment of the group’s overall control environment and expectation

of reoccurring misstatements.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences

in excess of $230,000 (2024: $200,000), as well as differences below that threshold that, in our

view, warranted reporting on qualitative grounds. We also report to the Audit Committee on

disclosure matters that we identiﬁed when assessing the overall presentation of the ﬁnancial

statements.

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Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

7. An overview of the scope of our audit

7.1. Identiﬁcation and scoping of components

For 2025 our scoping of our group audit focuses on a risk-based approach by developing an

appropriate audit plan for each signiﬁcant account. We performed testing on these signiﬁcant

account balances which have been determined at a group level. The majority of signiﬁcant

account balances fall within scope of four (FY24: four) main components:

the Specialty products operations in the US;

the Specialty products operations in the UK;

the Specialty products operations in India; and

the Group functional activities in Portugal.

All of these locations were subject to audit procedures either as audits of entire ﬁnancial

information or audit procedures on one or more classes of transactions, account balances or

disclosures.

Audit procedures on one or more account balances were performed at the Group functional

activities location in Portugal which has been brought into scope in the current year given this

component was fully operational for the entirety of FY25. The Talc operation in Netherlands and

Finland was removed as a component in scope following the disposal of the Talc business in May

2025, however the disposal itself was audited at the group level.

Our audit work on the four components was executed at levels of performance materiality

applicable to each individual entity which were lower than Group performance materiality and

ranged from $1.6 million to $2.1 million (2024: $1.4 million to $1.8 million).

The four main components subject to audit procedures outlined above represent the principal

business units within the Group’s operating divisions and account for 79% (2024: 84%) of the

Group’s revenue and 84% (2024: 93%) of the Group’s proﬁt before tax and 85% of the Group’s

Net Assets (2024: 89%)

At the parent entity level we also tested the consolidation process and carried out analytical

procedures to conﬁrm our conclusion that there were no signiﬁcant risks of material misstatement

in the aggregated ﬁnancial information of the remaining components not subject to audit or audit

of signiﬁcant account balances. The parent company is located in the UK and is audited directly

by the group audit team.

Revenue

Audited Procedures

Performed

Review at group level

79%

21%

Proﬁt before tax

Audited Procedures

Performed

Review at group level

84%

16%

Net assets

Audited Procedures

Performed

Review at group level

85%

15%

7.2. Our consideration of the control environment

Our controls approach was principally designed to inform our risk assessment, to allow us to

obtain an understanding of relevant controls in order to address the risks of material

misstatement. This included controls relating to revenue recognition, classiﬁcation of adjusting

items, goodwill and intangible impairment, taxation, inventory, cash and head ofﬁce controls

relating to central balances and processes such as post-employment beneﬁt obligations,

consolidation and ﬁnancial reporting, and the Group’s planning and budgeting process. We also

included relevant entity level controls.

The group operates a range of IT systems which underpin the ﬁnancial reporting process. We

obtained an understanding of the general IT controls associated with those ﬁnancially relevant

systems. We did not plan to place reliance on controls for the purpose of our audit.

Any ﬁndings or observations identiﬁed through understanding the controls have been reported to

the Audit Committee, together with recommendations for improvement. Where control

deﬁciencies were identiﬁed during the course of the audit, we reconsidered our risk assessment

and the nature, timing and extent of our audit procedures.

7.3. Our consideration of climate-related risks

Climate change and the transition to a low carbon economy (“climate change”) were considered

in our audit where they have the potential to directly or indirectly impact key judgements and

estimates within the ﬁnancial statements. The group continues to develop its assessment of the

potential impacts of climate change, as explained in the Chief Executive Ofﬁcer’s review within

the strategic report on page 12. Management has disclosed their climate risk considerations in

note 1, primarily in relation to the key judgements and estimates in the assessment of the carrying

value of non-current assets and environmental provisions.

Independent Auditor’s report to the members of Elementis plc continued

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Management has concluded there to be no material impact arising from climate change on the

judgements and estimates made in the ﬁnancial statements as noted in note 1. The key

judgements and estimates included in the ﬁnancial statements incorporate actions and strategies,

to the extent they have been approved and can be reliably estimated in accordance with the

Group’s accounting policies. With the involvement of our sustainability specialists, we assessed

this disclosure by performing inquiries with management and independent industry research, and

we did not identify any climate related material risks of misstatement. We also considered

whether information included in the climate related disclosures in the Annual Report were

materially consistent with our understanding of the business and the ﬁnancial statements.

7.4. Working with other auditors

The group audit, and component audits in the US, UK, and Portugal were conducted by the UK

group audit team. A component audit team based in India performed testing on one or more

account balances in the Speciality products operations component in India, under the direction

and supervision of the group audit team.

The planned programme which we designed as part of our involvement in the component

auditor’s work was delivered over the course of the group audit. The extent of our involvement

which commenced from the planning phase included:

Setting the scope of the component auditor’s work and assessment of the component auditor’s

independence.

Communicating the audit procedures including all higher and signiﬁcant risks areas to be

addressed by the component auditor and issuing group audit instructions detailing the nature

and form of the reporting required by the group audit team.

Holding frequent calls and meetings (including in person meetings) with the component audit

team led by the group engagement partner.

Providing direction on enquiries made by the component auditor through online and telephone

conversations.

Reviewing of the component auditor’s engagement ﬁle by a senior member of the group audit

team.

Attending local component audit planning and close meetings both virtually and in-person.

8. Other information

The other information comprises the information included in the annual report, other than the

ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the other

information contained within the annual report.

Our opinion on the ﬁnancial statements does not cover the other information and, except to the

extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in

the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required

to determine whether this gives rise to a material misstatement in the ﬁnancial statements

themselves. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible

for the preparation of the ﬁnancial statements and for being satisﬁed that they give a true and fair

view, and for such internal control as the directors determine is necessary to enable the

preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud

or error.

In preparing the ﬁnancial statements, the directors are responsible for assessing the group’s and

the parent company’s ability to continue as a going concern, disclosing as applicable, matters

related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the group or the parent company or to cease operations, or have no

realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the ﬁnancial statements

Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but

is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these ﬁnancial statements.

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

auditor’s report.

11.

Extent to which the audit was considered capable of detecting

irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures are

capable of detecting irregularities, including fraud is detailed below.

155

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Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance including

the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus

levels and performance targets;

the group’s own assessment of the risks that irregularities may occur either as a result of fraud

or error, that was approved by the Board on 3rd December 2025;

results of our enquiries of management, internal audit, the directors and the audit committee

about their own identiﬁcation and assessment of the risks of irregularities, including those that

are speciﬁc to the group’s sector;

any matters we identiﬁed having obtained and reviewed the group’s documentation of their

policies and procedures relating to:

– identifying, evaluating and complying with laws and regulations and whether they were aware

of any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they have knowledge of any

actual, suspected or alleged fraud; and

– the internal controls established to mitigate risks of fraud or non-compliance with laws and

regulations;

the matters discussed among the audit engagement team, including component audit teams,

and relevant internal specialists, including tax, valuations, actuarial, ﬁnancial instruments, IT

and sustainability specialists regarding how and where fraud might occur in the ﬁnancial

statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist

within the organisation for fraud and identiﬁed the greatest potential for fraud in the following

area: Classiﬁcation of costs within adjusting items designated as ‘proﬁt or loss from discontinued

operations’ or ‘transformation’. In common with all audits under ISAs (UK), we are also required to

perform speciﬁc procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the group operates

in, focusing on provisions of those laws and regulations that had a direct effect on the

determination of material amounts and disclosures in the ﬁnancial statements. The key laws and

regulations we considered in this context included the UK Companies Act, UK Listing Rules,

pensions legislation and tax legislation in the sector it operates in.

In addition, we considered provisions of other laws and regulations that do not have a direct effect

on the ﬁnancial statements but compliance with which may be fundamental to the group’s ability

to operate or to avoid a material penalty which included environmental legislation.

11.2. Audit response to risks identiﬁed

As a result of performing the above, we identiﬁed the classiﬁcation of costs within adjusting items

designated as ‘proﬁt or loss from discontinued operations’ or ‘transformation’ as a key audit

matter related to the potential risk of fraud. The key audit matters section of our report explains

the matter in more detail and also describes the speciﬁc procedures we performed in response

to that key audit matter.

In addition to the above, our procedures to respond to risks identiﬁed included the following:

reviewing the ﬁnancial statement disclosures and testing to supporting documentation to

assess compliance with provisions of relevant laws and regulations described as having a

direct effect on the ﬁnancial statements;

enquiring of management, the audit committee and in-house legal counsel concerning actual

and potential litigation and claims;

performing analytical procedures to identify any unusual or unexpected relationships that may

indicate risks of material misstatement due to fraud;

reading minutes of meetings of those charged with governance, reviewing internal audit

reports and reviewing correspondence with the tax regulators; and

in response to the identiﬁed instance of non-compliance with the Companies Act 2006, in

relation to distributable reserves see page 145, we assessed the director’s response to

ascertain whether any further steps should be taken, including reviewing relevant legal advice

received by the Group; and

in addressing the risk of fraud through management override of controls, testing the

appropriateness of journal entries and other adjustments; assessing whether the judgements made

in making accounting estimates are indicative of a potential bias; and evaluating the business

rationale of any signiﬁcant transactions that are unusual or outside the normal course of business.

We also communicated relevant identiﬁed laws and regulations and potential fraud risks to all

engagement team members including internal specialists and component audit teams and

remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been

properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors’ report for the ﬁnancial

year for which the ﬁnancial statements are prepared is consistent with the ﬁnancial

statements; and

the strategic report and the directors’ report have been prepared in accordance with

applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and

their environment obtained in the course of the audit, we have not identiﬁed any material

misstatements in the strategic report or the directors’ report.

Independent Auditor’s report to the members of Elementis plc continued

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Annual Report and Accounts 2025

13. Corporate Governance Statement

The Listing Rules require us to review the directors’ statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Statement relating to the group’s

compliance with the provisions of the UK Corporate Governance Code speciﬁed for our review.

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 with regards to the appropriateness of adopting the going

concern basis of accounting and any material uncertainties identiﬁed set out on page 56;

the directors’ explanation as to its assessment of the group’s prospects, the period this

assessment covers and why the period is appropriate set out on page 56;

the directors’ statement on fair, balanced and understandable set out on page 148;

the board’s conﬁrmation that it has carried out a robust assessment of the emerging and

principal risks set out on page 40;

the section of the annual report that describes the review of effectiveness of risk

management and internal control systems set out on page 40; and

the section describing the work of the audit committee set out on page 111.

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

we have not received all the information and explanations we require for our audit; or

adequate accounting records have not been kept by the parent company, or returns adequate

for our audit have not been received from branches not visited by us; or

the parent company ﬁnancial statements are not in agreement with the accounting records and

returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain

disclosures of directors’ remuneration have not been made or the part of the directors’

remuneration report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we were appointed by the Board on 27

April 2016 to audit the ﬁnancial statements for the year ending 31 December 2016 and

subsequent ﬁnancial periods. The period of total uninterrupted engagement including previous

renewals and reappointments of the ﬁrm is ten years, covering the years ending 31 December

2016 to 31 December 2025.

15.2. Consistency of the audit report with the additional report to the audit committee

Our audit opinion is consistent with the additional report to the audit committee we are required

to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of

Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state

to the company’s members those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency

Rule (DTR) 4.1.15R – DTR 4.1.18R, these ﬁnancial statements form part of the Electronic Format

Annual Financial Report ﬁled on the National Storage Mechanism of the FCA in accordance with

DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the

Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R

– DTR 4.1.18R.

Lee Welham (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Cambridge, United Kingdom

4th March 2026

157

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Annual Report and Accounts 2025

Financial

Statements

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Information

Strategic

Report

Corporate

Governance

Elementis plc

Annual Report and Accounts 2025

158

Note

2025

2024

Revenue

597.5

603.8

Cost of sales

(317.4)

(314.2)

Gross proﬁt

280.1

289.6

Distribution costs

(91.6)

(98.5)

Administrative expenses

(79.5)

(95.1)

Operating proﬁt

109.0

96.0

Comprising of:

Adjusted operating proﬁt

126.7

119.2

Adjusting items

(17.7)

(23.2)

Other expenses

(2.6)

(2.0)

Finance income

3.0

2.9

Finance costs

(19.5)

(22.6)

Proﬁt before income tax

89.9

74.3

Tax

(27.6)

(25.5)

Proﬁt from continuing operations

62.3

48.8

Loss from discontinued operations

(107.8)

(96.6)

Loss for the year attributable to equity holders

of the parent

(45.5)

(47.8)

Earnings per share

From continuing operations

Basic earnings (cents)

10.7

8.3

Diluted earnings (cents)

10.5

8.1

Adjusted basic earnings (cents)

14.0

12.2

Adjusted diluted earnings (cents)

13.7

12.0

From continuing and discontinued operations

Basic loss (cents)

(7.8)

(8.1)

Diluted loss (cents)

(7.8)

(8.1)

2024 has been re-presented following the sale of the Talc business. See Note 33 for further details.

Other expenses comprise administration expenses for the Group’s pension schemes.

Note

2025

2024

Loss for the year

(45.5)

(47.8)

Other comprehensive income:

Items that will not be reclassiﬁed subsequently

to proﬁt and loss:

Remeasurement of retirement beneﬁt obligations

(3.1)

(14.3)

Deferred tax associated with retirement

beneﬁt obligations

0.8

3.5

Items relating to discontinued operations, net of tax

–

Items that may be reclassiﬁed subsequently

to proﬁt and loss:

Exchange differences on translation of foreign

operations

11.4

(23.9)

Effective portion of change in fair value of

net investment hedge

0.9

6.5

Effective portion of changes in fair value of

cash flow hedges

0.5

1.4

Fair value of cash flow hedges transferred

to income statement

0.6

1.8

Tax associated with changes in cash flow hedges

0.3

(0.4)

Exchange differences on translation of

share options reserves

0.7

0.1

Items relating to discontinued operations, net of tax

(7.0)

(5.3)

Other comprehensive income/(loss)

5.1

(30.6)

Total comprehensive loss for the year attributable to equity

holders of the parent

(40.4)

(78.4)

2024 has been re-presented following the sale of the Talc business. See Note 33 for further details.

Consolidated income statement

For the year ended 31 December 2025

Consolidated statement of comprehensive income

For the year ended 31 December 2025

Financial

Elementis plc

Strategic

Corporate

Shareholder

Statements

Annual Report and Accounts 2025

Report

Governance

Information

159

Note

2025

31 December

2024

31 December

Non-current assets

Goodwill and other intangible assets

603.9

585.9

Property, plant and equipment

169.0

338.0

Derivative ﬁnancial assets

–

1.8

Deferred tax assets

0.6

7.4

Net retirement beneﬁt surplus

26.5

27.6

Total non-current assets

800.0

960.7

Current assets

Inventories

142.9

152.5

Trade and other receivables

81.6

93.3

Derivative ﬁnancial assets

0.4

3.6

EU State aid tax recoverable

23.7

21.0

Current tax assets

9.3

11.2

Cash and cash equivalents

54.6

59.9

Total current assets

312.5

341.5

Assets classiﬁed as held for sale

2.1

6.2

Total assets

1,114.6

1,308.4

Note

2025

31 December

2024

31 December

Current liabilities

Short-term borrowings

(50.0)

–

Trade and other payables

(92.0)

(108.4)

Derivative ﬁnancial liabilities

–

(1.5)

Current tax liabilities

(16.0)

(9.8)

Lease liabilities

(4.5)

(5.9)

Provisions

(1.7)

(6.3)

Total current liabilities

(164.2)

(131.9)

Non-current liabilities

Loans and borrowings

(186.2)

(219.2)

Retirement beneﬁt obligations

(8.6)

Deferred tax liabilities

(92.3)

(98.1)

Lease liabilities

(15.9)

(28.8)

Provisions

(3.4)

(42.1)

Derivative ﬁnancial liabilities

(0.1)

–

Total non-current liabilities

(306.5)

(396.8)

Liabilities classiﬁed as held for sale

–

(22.7)

Total liabilities

(470.7)

(551.4)

Net assets

643.9

757.0

Equity

Share capital

51.3

52.7

Share premium

239.7

Other reserves

60.5

51.5

Retained earnings

292.4

413.1

Total equity attributable to holders of the parent

643.9

757.0

Total equity

643.9

757.0

The ﬁnancial statements on pages 158-201 were approved by the Board on 4 March 2026 and

signed on its behalf by:

Luc van Ravenstein

Kath Kearney-Croft

CEO

CFO

Consolidated balance sheet

As at 31 December 2025

Elementis plc

Annual Report and Accounts 2025

160

Note

2025

2024

capital

premium

Other

reserves

Retained

earnings

Total

equity

capital

premium

Other

reserves

Retained

earnings

Total equity

Balance at 1 January

52.7

239.7

51.5

413.1

757.0

52.5

239.2

70.1

485.5

847.3

Comprehensive income:

Loss for the year

–

(45.5)

–

(47.8)

Other comprehensive income:

Exchange differences

–

13.0

–

13.0

–

(17.3)

–

(17.3)

Effective portion of changes in fair value of cash flow hedges

–

0.6

–

0.6

–

2.3

–

2.3

Fair value of cash flow hedges transferred to the

income statement

–

(4.5)

–

(4.5)

–

(4.4)

–

(4.4)

Tax associated with changes in cash flow hedges

–

0.3

–

(0.4)

Remeasurements of retirement beneﬁt obligations

–

(3.1)

–

(14.3)

Deferred tax associated with retirement beneﬁt obligations

–

0.8

–

3.5

Recycling of deferred foreign exchange gains on disposal

–

(2.0)

–

(2.0)

–

Transfer

–

(6.4)

6.4

–

(5.3)

5.3

–

Total other comprehensive income/(loss)

–

0.7

4.4

5.1

–

(24.7)

(5.9)

(30.6)

Total comprehensive income/(loss)

–

0.7

(41.1)

(40.4)

–

(24.7)

(53.7)

(78.4)

Transactions with owners:

Issue of shares by the Company

0.1

–

0.3

0.4

0.2

0.5

–

0.7

Purchase of shares by the Company and Employee Share

Options Trust (“ESOT”)

(1.5)

–

1.5

(54.1)

–

Dividends paid

–

(25.3)

–

(18.8)

Deferred tax on share-based payments recognised

within equity

–

(0.5)

–

0.1

Share-based payments

–

7.0

–

7.0

–

5.7

–

5.7

Fair value of cash flow hedges transferred to net assets

–

(0.2)

–

(0.2)

–

0.4

–

0.4

Total transactions with owners

(1.4)

–

8.3

(79.6)

(72.7)

0.2

0.5

6.1

(18.7)

(11.9)

Balance at 31 December

51.3

239.7

60.5

292.4

643.9

52.7

239.7

51.5

413.1

757.0

Consolidated statement of changes in equity

For the year ended 31 December 2025

Financial

Elementis plc

Strategic

Corporate

Shareholder

Statements

Annual Report and Accounts 2025

Report

Governance

Information

161

Note

2025

2024

Operating activities:

Proﬁt from continuing operations

62.3

48.8

Adjustments for:

Other expenses

2.6

1.9

Gain on disposal of Eaglescliffe site

(6.9)

–

Finance income

(3.0)

(2.9)

Finance costs

19.5

22.6

Tax charge/(credit)

27.6

25.7

Depreciation and amortisation

30.7

31.3

Loss on disposal of property, plant and equipment

0.8

1.0

Decrease in provisions and ﬁnancial liabilities

(11.3)

(16.3)

Pension payments net of current service cost

(2.3)

(0.6)

Share-based payments expense

6.9

6.1

Operating cash flow before movement in working capital

126.9

117.6

(Increase)/decrease in inventories

(7.7)

5.1

(Increase)/decrease in trade and other receivables

(7.6)

8.2

Decrease in trade and other payables

(4.7)

(14.8)

Cash generated by operations

106.9

116.1

Income taxes paid

(22.1)

(26.5)

Interest paid

(17.3)

(16.9)

Net cash flow used in operating activities from

discontinued operations

6.7

27.3

Net cash flow from operating activities

74.2

100.0

Note

2025

2024

Investing activities:

Interest received

1.0

0.2

Purchase of property plant and equipment

(22.3)

(16.5)

Purchase of intangible assets

(0.6)

(0.4)

Disposal of business

41.4

–

Acquisition of business

(20.1)

–

Net cash flow used in investing activities from

discontinued operations

(6.7)

(20.8)

Net cash flow used in investing activities

(7.3)

(37.5)

Financing activities:

Issue of shares by the Company

0.3

0.5

Repurchases of shares by the Company and ESOT

(54.1)

–

Repayment of term loans

(244.0)

(25.0)

Proceeds from new term loans

166.5

–

Net movement on other loans and borrowings

79.7

(9.8)

Dividends paid

(25.3)

(18.8)

Payment of interest on lease liabilities

(0.9)

(1.1)

Payment of gross lease liabilities

(3.8)

(3.7)

Net cash flow used in ﬁnancing activities from

discontinued operations

(0.9)

(1.9)

Net cash flow used in ﬁnancing activities

(82.5)

(59.8)

Net increase in cash and cash equivalents

(15.6)

2.7

Cash and cash equivalents at 1 January

59.9

65.8

Foreign exchange on cash and cash equivalents

4.4

(2.7)

Cash and cash equivalents classiﬁed as held

for sale

5.9

(5.9)

Cash and cash equivalents at 31 December

54.6

59.9

2024 has been re-presented following the sale of the Talc business. See Note 33 for further details.

Consolidated cash flow statement

For the year ended 31 December 2025

Elementis plc

Annual Report and Accounts 2025

162

1. Accounting policies

Elementis plc is a

public company limited

by shares incorporated and domiciled in

England

and is

the parent company of the Group. The address of its registered ofﬁce is The Bindery, 5th Floor,

51-53 Hatton Garden, London, EC1N 8HN. The Group ﬁnancial statements have been prepared

and approved by the Directors in accordance with UK adopted international accounting

standards. The Company has elected to prepare its parent company ﬁnancial statements in

accordance with FRS 101. These are presented on pages 202-207.

Basis of preparation

The ﬁnancial statements have been prepared in accordance with UK adopted international

accounting standards in conformity with the requirements of the Companies Act 2006 and

International Financial Reporting Standards (“IFRS”) as adopted by the UK. These ﬁnancial

statements also comply with IFRS as issued by the International Accounting Standards Board

(“IASB”).

The ﬁnancial statements have been prepared on the historical cost basis, except that derivative

ﬁnancial instruments are stated at their fair value. The preparation of ﬁnancial statements requires

the application of estimates and judgements that affect the reported amounts of assets and

liabilities, revenues and costs, and related disclosures at the balance sheet date.

The ﬁnancial statements have been prepared on a going concern basis. The rationale for

adopting this basis is discussed in the Directors’ report on page 146.

The comparative ﬁnancial statements have been re-presented following the sale of the Talc

business and classiﬁcation as a discontinued operation. See Note 33 for further details.

Reporting currency

As a consequence of the majority of the Group’s sales and earnings originating in US dollars or

US dollar-linked currencies, the Group has chosen the US dollar as its presentational currency.

This aligns the Group’s external reporting with the proﬁle of the Group, as well as with internal

management reporting. The functional currency of the parent is pounds sterling.

Critical accounting judgements and key sources of estimation uncertainty

When applying the Group’s accounting policies, management must make a number of key

judgements on the application of applicable accounting standards and estimates and

assumptions concerning the carrying amounts of assets and liabilities that are not readily

apparent from other sources. These estimates and judgements are based on factors considered

to be relevant, including historical experience, which may differ signiﬁcantly from the actual

outcome. The key assumptions concerning the future and other key sources of estimation

uncertainty that have a signiﬁcant risk of causing a material adjustment to the amounts

recognised in the ﬁnancial statements within the next year are discussed below. The development

of the estimates and disclosures related to each of these matters has been discussed by the

Audit Committee.

Critical accounting judgements

The following is the sole critical judgement, as opposed to those involving estimations, which are

dealt with separately below, that the Directors have made in the process of applying the Group’s

accounting policies that has signiﬁcant effect on the amounts for the year ended 31 December

2025 recognised in the ﬁnancial statements. Where relevant and practicable, sensitivity analyses

are disclosed in the relevant notes to demonstrate the impact of changes in estimates or

assumptions used.

Revenue recognition

Judgement is exercised over how to determine the timing of revenue recognition for orders

where the agreed terms are delivery to the destination point. The Group has compiled shipping

days based on the destination country which are used to inform the timing of revenue

recognition. In compiling these shipping days, management have used past experience and

carrier standard shipping days to inform their decision-making.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at

the reporting period that may have a signiﬁcant risk of causing a material misstatement to the

carrying amounts of assets and liabilities within the next ﬁnancial year, are discussed below.

Environmental provisions

Provisions for environmental restoration are recognised where: the Group has a present legal or

constructive obligation as a result of past events; it is probable that an outflow of resources will be

required to settle the obligation; and the amount can be estimated reliably.

Environmental provisions are measured at the present value of the expenditures expected to be

required to settle the obligation using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks speciﬁc to the obligation. Due to the long

time horizons over which costs are anticipated, small changes in recurring annual cash outflows

can have a signiﬁcant cumulative impact on the total provision required. At 31 December 2025,

the carrying value of environmental provisions was $4.5m. Further details of these provisions and

a sensitivity assessment are given in Note 15.

Other sources of estimation uncertainty

Valuation of a deﬁned beneﬁt pension obligation

The key estimates made in relation to deﬁned beneﬁt pensions relate to the discount rate used to

determine the present value of future beneﬁt, the rate of inflation applied to plan assets, mortality

rates and rates of salary growth. At 31 December 2025 the UK scheme, the largest of the Group’s

retirement plans, had a surplus of $19.5m, the US pension scheme had a surplus of $5.4m, while

the US post-retirement medical beneﬁt (“PRMB”) scheme and other schemes were in a net

deﬁcit position of $3.3m in aggregate. Further details of pensions and a sensitivity analysis, which

has a material impact on the deﬁned beneﬁt obligations, are given in Note 25.

Notes to the consolidated ﬁnancial statements

For the year ended 31 December 2025

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1. Accounting policies continued

Climate-related risks

The ﬁnancial statements have been prepared with consideration of risks resulting from climate

change, our science based target for greenhouse gas emissions reductions from our science

based target initiative (“SBTi”), and in accordance with our Task Force for Climate-related

Financial Disclosures (“TCFD”) disclosures.

In conjunction with our SBTi and TCFD, a review has been performed in the following areas that

are deemed most at risk of being impacted by climate change:

A. Three-year forecasting model

To support the carrying value of assets, impairment of goodwill testing, going concern, and the

viability statement, management prepare a three-year forecasting model. The three-year

forecasting model includes actions already taken by management to work towards achieving the

Group’s Net Zero ambition. Speciﬁcally, for the impairment of goodwill and the carrying value of

the Cash Generating Units (“CGUs”), management considered the risks associated with: carbon

pricing; customer, consumer and investor demands; raw material supply/prices; access to

renewable electricity; energy prices; water scarcity; and extreme weather events. Based on that

consideration, management have not made any adjustments to the three-year forecasting model.

B. Useful economic lives of property, plant and equipment, right-of-use assets and

intangible assets

Management have reviewed the useful economic life of the Group’s non-current assets with

respect to the physical risk resulting from extreme weather events and our Net Zero ambition and

have concluded that the current economic useful lives are in line with all current and foreseeable

plans.

C. Environmental provisions

Management have considered the Group’s legal, regulatory and social obligations in determining

the estimate of costs associated with the closure and remediation of our sites. After detailed

consideration of the aforementioned climate risks, management are comfortable that no

adjustments are required to the carrying value of non-current assets and liabilities for the year

ended 31 December 2025.

Basis of consolidation

The consolidated ﬁnancial statements include the ﬁnancial statements of the Company and its

subsidiaries for the year.

Subsidiaries are all entities (including structured entities) over which the Group has control. 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

entity. Subsidiaries are fully consolidated from the date on which control is transferred to the

Group. They are deconsolidated from the date on which that control ceases.

The Group applies the acquisition method to account for business combinations. The

consideration transferred for the acquisition of a subsidiary is the fair value of the assets

transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests

issued by the Group. The consideration transferred includes the fair value of any asset or liability

resulting from a contingent consideration arrangement. Identiﬁable assets acquired and liabilities

and contingent liabilities assumed in a business combination are measured initially at their fair

value at the acquisition date. The Group recognises any non-controlling interest in the acquiree

on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s

proportionate share of the recognised amounts of the acquiree’s identiﬁable net assets.

Acquisition costs are accounted for as an expense in the period incurred.

Intragroup balances, and any unrealised gains and losses or income and expenses arising from

intragroup transactions, are eliminated in preparing the consolidated ﬁnancial statements.

Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that

there is no evidence of impairment.

A full list of the Group’s subsidiaries is shown in Note 6 of the parent company ﬁnancial

statements.

Changes in accounting policies

The accounting policies adopted are consistent with those of the previous ﬁnancial year.

Foreign currency

A. Foreign currency transactions

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of

the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance

sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange

differences arising on translation are recognised in the income statement. Non-monetary assets

and liabilities denominated in foreign currencies that are stated at fair value are translated at

exchange rates ruling at the dates the fair value was determined.

B. Financial statements of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments

arising on consolidation, are translated at exchange rates ruling at the balance sheet date.

The revenues and expenses of foreign operations are translated at the average rates of

exchange ruling for the relevant period. Exchange differences arising since 1 January 2004 on

translation are taken to the translation reserve. They are recognised in the income statement

upon disposal of the foreign operation. The Group may hedge a portion of the translation of its

overseas net assets through US dollar and euro borrowings. From 1 January 2005, the Group has

elected to apply net investment hedge accounting for these transactions where possible. Where

hedging is applied, the effective portion of the gain or loss on an instrument used to hedge a net

investment is recognised in equity. Any ineffective portion of the hedge is recognised in the

income statement.

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Notes to the consolidated ﬁnancial statements continued

1. Accounting policies continued

Intangible assets

A. Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration

transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date

fair value of any previous equity interest in the acquiree over the fair value of the identiﬁable net

assets acquired. If the total of consideration transferred, non-controlling interest recognised and

previously held interest measured at fair value is less than the fair value of the net assets of the

subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the

income statement.

B. Research and development

Expenditure on pure research is recognised in the income statement as an expense as incurred.

Under IAS 38, expenditure on development where research ﬁndings are applied to a plan or

design for the production of new or substantially improved products and processes is capitalised

if the product or process will give rise to future economic beneﬁts and where the cost of the

capitalised asset can be measured reliably. Expenditure capitalised is stated as the cost of

materials, direct labour and an appropriate proportion of overheads less accumulated

amortisation. The length of development life cycles, broad nature of much of the research

undertaken and uncertainty until a late stage as to the ultimate commercial viability of a potential

product can mean that the measurement criteria of IAS 38 regarding the probability of future

economic beneﬁts and the reliability of allocating costs may not be met, in which case

expenditure is expensed as incurred.

C. Customer relationships, brands and other intangible assets

Customer relationships, brands and other intangible assets are stated at cost or when arising

in a business combination, estimated fair value, less accumulated amortisation.

D. Amortisation

Amortisation is charged to the income statement on a straight-line basis over the estimated useful

lives of intangible assets through the administrative expenses line item, unless such lives are

indeﬁnite. Goodwill is systematically tested for impairment each year. Other intangible assets,

comprising customer lists, customer relationships, manufacturing processes and procedures,

trademarks, non-compete clauses and patents, are amortised over their estimated useful lives,

which range from 4 to 23 years.

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and

impairment losses. Freehold land is not depreciated. Leasehold property is depreciated over the

period of the lease. Freehold buildings, plant and machinery, ﬁxtures, ﬁttings and equipment are

depreciated over their estimated useful lives on a straight-line basis. Depreciation methods,

useful lives and residual values are assessed at the reporting date. No depreciation is charged

on assets under construction until the asset is available for use.

Depreciation is charged on a straight-line basis over the estimated useful economic lives of the

assets as follows:

Buildings

10-50 years

Plant and machinery

2-20 years

Fixtures, ﬁttings and equipment

2-20 years

Right-of-use assets

Shorter of the useful economic life of the asset and the

lease term

The cost of replacing part of an item of property, plant and equipment is recognised in the

carrying amount of the item if it is probable that the future economic beneﬁts embodied within it

will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing

of property, plant and equipment are recognised in the income statement as incurred.

Management regularly considers whether there are any indicators of impairment to carrying

values of property, plant and equipment. Impairment reviews are based on risk-adjusted

discounted cash flow projections. Signiﬁcant judgement is applied to the assumptions underlying

these projections, which include estimated discount rates, growth rates, future selling prices and

direct costs. Changes to these assumptions could have a material impact on the ﬁnancial position

of the Group and on the result for the year.

Impairment of non-current non-ﬁnancial assets

The carrying amount of non-current assets other than deferred tax is compared with the asset’s

recoverable amount at each balance sheet date where there is an indication of impairment. For

goodwill, assets that have an indeﬁnite useful life and intangible assets that are not yet available

for use, the recoverable amount is estimated at each balance sheet date.

Annually the Group carries out impairment tests of its goodwill and other indeﬁnite life intangible

assets, which requires an estimate to be made of the value in use of its CGUs. These value in use

calculations are dependent on estimates of future cash flows and long-term growth rates of the

CGUs. Further details of these estimates are given in Note 10.

An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds

its recoverable amount. Impairment losses are recognised in the income statement. Impairment

losses recognised in respect of CGUs are allocated ﬁrst to reduce the carrying amount of any

goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the unit

on a pro-rata basis. A CGU is the smallest identiﬁable group of assets that generates cash inflows

that are largely independent of the cash inflows from other assets or groups of assets.

The recoverable amount is the greater of their fair value less costs to sell and value in use. In

assessing value in use, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money

and the risks speciﬁc to the asset(s). For an asset that does not generate largely independent

cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.

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1. Accounting policies continued

Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the

estimated selling price, less estimated costs of completion and selling expenses. Cost, which is

based on a weighted average, includes expenditure incurred in acquiring stock and bringing it to

its existing location and condition. In the case of manufactured inventories and work in progress,

cost includes an appropriate share of overheads attributable to manufacture, based on normal

operating capacity.

Trade and other receivables

Trade receivables and other receivables are due for payment within one year and are thus

classiﬁed as current. They are non-interest-bearing and are stated at their nominal amount,

which is the original invoiced amount, less allowance for future expected credit losses (“ECLs”).

Estimates of future ECLs are informed by historical experience and management’s expectations

of future economic factors; further information on ECLs impairment is given in the impairment of

ﬁnancial assets accounting policy. Individual trade receivables are written off when management

deem them to be no longer collectable.

Impairment of ﬁnancial assets – expected credit losses

The Group applies the IFRS 9 simpliﬁed approach to measuring ECLs, which uses a lifetime

expected loss allowance for all trade receivables.

To measure the ECLs, trade receivables have been grouped based on shared credit risk

characteristics and the days past due. The expected loss rates are based on payment proﬁles

and the corresponding historical credit losses experienced. The historical loss rates are adjusted

to reflect current and forward-looking information in relation to macroeconomic factors that could

affect the ability of customers to settle receivables.

The Group usually considers a trade receivable in default when contractual payments are

120 days past due. In certain cases, the Group may also consider a trade receivable to be in

default when internal or external information indicates that the Group is unlikely to receive the

outstanding contractual amounts in full before taking into account any credit enhancements held

by the Group. A trade receivable is written off when there is no reasonable expectation of

recovering the contractual cash flows.

Trade and other payables

Trade payables are non-interest-bearing borrowings and are initially measured at fair value and

subsequently carried at amortised cost.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of

three months or less. Bank overdrafts that are repayable on demand and form an integral part of

the Group’s cash management are included as a component of cash and cash equivalents for the

purpose of the statement of cash flows.

Borrowings

Borrowings are initially measured at fair value and are subsequently carried at amortised cost

using the effective interest rate method. Any difference between the proceeds, after net of

transaction costs, and the settlement or redemption of borrowings is recognised over the terms

of the borrowings using the effective interest rate method.

Pension and other post-retirement beneﬁts

In respect of the Group’s deﬁned beneﬁt schemes, the Group’s net obligation in respect of

deﬁned beneﬁt pension plans is calculated by estimating the amount of future beneﬁt that

employees have earned in return for their service in the current and prior periods, that beneﬁt is

discounted to determine its present value, and the fair value of any plan assets is deducted. The

liability discount rate is the yield at the balance sheet date on AA credit-rated bonds that have

maturity dates approximating to the terms of the Group’s obligations. Pension and post-retirement

liabilities are calculated by qualiﬁed actuaries using the projected unit credit method.

Following the introduction of the revised IAS 19, ‘Employee Beneﬁts’ standard, the net interest on

the deﬁned beneﬁt liability consists of the interest cost on the deﬁned beneﬁt obligation and the

interest income on plan assets, both calculated by reference to the discount rate used to measure

the deﬁned beneﬁt obligation at the start of the period.

The Group recognises actuarial gains and losses in the period in which they occur through the

statement of comprehensive income. The Group also operates a small number of deﬁned

contribution schemes, and the contributions payable during the year are recognised as incurred.

Due to the size of the Group’s pension scheme assets and liabilities, relatively small changes in

the assumptions can have a signiﬁcant impact on the expense recorded in the income statement

and on the pension liability recorded in the balance sheet.

Leases

A lease liability is recognised when the Group obtains control of the right-of-use asset that is the

subject of the lease. The lease liability is subsequently measured using the effective interest

method, with interest charged to ﬁnance costs. Right-of-use assets are generally depreciated

over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is

reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the

underlying asset’s useful life.

At inception, the Group evaluates whether it is reasonably certain that any option to extend a

lease term will be exercised or likewise whether any option to terminate the lease will be

exercised. The Group continues to evaluate the likelihood of exercising such options throughout

the initial lease term. When the Group is committed to extending or terminating the lease, having

considered the alternative options available, and where appropriate lessor consent to the

extension or termination has been obtained, the Group will consider the option to be reasonably

certain to be exercised. When an option is reasonably certain to be exercised, the right-of-use

asset and lease liabilities recognised are adjusted to reflect the extended or curtailed lease term.

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Notes to the consolidated ﬁnancial statements continued

1. Accounting policies continued

Leases, which at inception have a term of less than 12 months or relate to low-value assets, are

not recognised on the balance sheet. Payments made under such leases are recognised as an

expense in the income statement on a straight-line basis over the period of the lease.

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or

constructive obligation as a result of a past event, it is probable that an outflow of economic

beneﬁts will be required to settle the obligation and a reliable estimate can be made. If the effect

is material, provisions are determined by discounting the expected future cash flows at a pre-tax

rate that reflects current market assessments of the time value of money and, where appropriate,

the risks speciﬁc to the liability.

A provision for restructuring is recognised when the Group has approved a detailed and formal

restructuring plan and the restructuring has either commenced or has been announced publicly.

In accordance with the Group’s environmental policy and applicable legal requirements, a

provision for site restoration in respect of contaminated land is recognised when the land is

contaminated. Provisions for environmental issues are judgemental by their nature, particularly

when considering the size and timing of remediation spending, and are more difﬁcult to estimate

when they relate to sites no longer directly controlled by the Group.

Self-insurance provisions relate to personal injury and other claims from former employees or

third parties and represent the aggregate of outstanding claims plus a projection of losses

incurred but not yet reported which together make up the full liability recognised as a provision.

Insurance recoveries are recognised as a separate reimbursement asset.

Derivative ﬁnancial instruments

The Group uses derivative ﬁnancial instruments, such as forward currency contracts, interest rate

swaps and commodity swap contracts, to hedge its foreign currency risks, interest rate risks and

commodity price risks, respectively. The Group does not hold or issue derivative ﬁnancial

instruments for speculative trading purposes. However, derivatives that do not qualify for hedge

accounting are accounted for as trading instruments. Due to the requirement to assess the

effectiveness of hedging instruments, changes in market conditions can result in the recognition

of unrealised gains or losses on hedging instruments in the income statement.

Derivative ﬁnancial instruments are recognised initially at fair value and are shown within

derivative ﬁnancial assets if they are in an asset position or within derivative ﬁnancial liabilities if

they are in a liability position. The gain or loss on remeasurement to fair value is recognised

immediately in the income statement. However, where derivatives qualify for hedge accounting,

recognition of any resultant gain or loss depends on the nature of the item being hedged.

A. Cash flow hedges

Where a derivative ﬁnancial instrument is designated as a hedge of the variability in cash flows of

a recognised asset or liability, or a highly probable forecast transaction, the effective part of any

gain or loss on the derivative ﬁnancial instrument is recognised directly in the hedging reserve.

Any ineffective portion of the hedge is recognised immediately in the income statement.

Amounts previously recognised in other comprehensive income and accumulated in equity are

reclassiﬁed to proﬁt and loss in the periods when the hedged item is recognised in proﬁt or loss,

in the same line of the income statement as the recognised hedged item. However, when the

forecast transaction that is hedged results in the recognition of a non-ﬁnancial asset, the gains or

losses previously accumulated in equity are transferred from equity and included in the initial

measurement of the cost of the non-ﬁnancial asset.

B. Fair value hedges

Where a derivative ﬁnancial instrument is designated as a hedge of the variability in a fair value of

a recognised asset or liability or an unrecognised ﬁrm commitment, all changes in the fair value of

the derivative are recognised immediately in the income statement.

The carrying value of the hedged item is adjusted by the change in fair value that is attributable to

the risk being hedged, even if it is normally carried at amortised cost, and any gains or losses on

remeasurement are recognised immediately in the income statement, even if those gains would

normally be recognised directly in reserves.

C. Hedges of a net investment in a foreign operation

The Group designates the foreign exchange gain or loss on a proportion of the Group’s euro-

and US dollar-denominated borrowings as a hedge of the Group’s net investment in foreign

operations. As such, the foreign exchange gain or loss on those borrowings is recognised in other

comprehensive income and accumulated in equity until such time as the operations are disposed

of, at which point the corresponding amounts are recycled to proﬁt or loss.

Share capital

Incremental costs directly attributable to the issue of ordinary shares and share options are

recognised as a deduction from equity. When share capital recognised as equity is repurchased,

the amount of the consideration paid, including directly attributable costs, is recognised as a

deduction from equity. Shares repurchased by the Company are classiﬁed as treasury shares

and are presented as a deduction from total equity.

Own shares held by ESOT

Transactions of the Group-sponsored ESOT are included in the consolidated ﬁnancial statements.

In particular, the ESOT’s purchases of shares in the Company are charged directly to equity.

Non-current assets held for sale and discontinued operations

A non-current asset, or a group of assets containing a non-current asset (a disposal group), is

classiﬁed as held for sale if its carrying amount will be recovered principally through sale rather

than through continuing use, it is available for immediate sale and sale within one year is highly

probable. On initial classiﬁcation as held for sale, non-current assets and disposal groups are

measured at the lower of previous carrying amount and fair value less costs to sell with any

adjustments taken to proﬁt or loss. The same applies to gains and losses on subsequent

remeasurement.

A discontinued operation is a component of the Group’s business that represents a separate

major line of business or geographic area of operations or is a subsidiary acquired exclusively

with a view to resale, that has been disposed of, has been abandoned, or that meets the criteria

to be classiﬁed as held for sale.

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1. Accounting policies continued

Revenue

Revenue is recognised upon transfer of promised goods to customers (the performance

obligation) in an amount that reflects the consideration the Company expects to receive in

exchange for those goods. This may occur, depending on the individual customer relationship,

when the product has been transferred to a freight carrier, when the customer has received the

product or, for consignment stock held at customers’ premises, when usage reports for the

relevant period have been compiled.

All revenue is from contracts with customers and pertains to the sale of specialty chemicals

products. Selling prices are agreed in advance and hence are directly observable.

The Group’s payment terms offered to customers are within a certain number of days of receipt

of invoice and standard contracts do not include a signiﬁcant ﬁnancing component. The Group

does not expect to have any contracts where the period between the transfer of the promised

goods to the customer and payment by the customer exceeds one year. As a consequence, the

Group does not adjust any of the transaction prices for the time value of money.

Provisions for returns, trade discounts and rebates are recognised as a reduction in revenue at

the later of when revenue is recognised for the transfer of the related goods and the entity pays

or promises to pay the consideration. The promise to pay rebates is contractually agreed in

advance and thus the point of transferring the goods to the customer is deemed to be the later

of the two circumstances. Rebates and discounts are estimated using historical data and

experiences with the customers. Returns from customers are negligible.

Other expenses

Other expenses are administration costs incurred and paid by the Group’s pension schemes,

which relate primarily to former employees of legacy businesses.

Finance income and ﬁnance costs

Finance income comprises interest income on funds invested and changes in the fair value of

ﬁnancial instruments at fair value taken to the income statement. Interest income is recognised as

it accrues, using the effective interest method.

Finance costs comprise interest expense on borrowings, lease liabilities, unwinding of the

discount on provisions, dividends on preference shares classiﬁed as debt, foreign currency

gains/losses and changes in the value of ﬁnancial instruments at fair value taken to the income

statement. All borrowing costs are recognised in the income statement using the effective

interest method.

Taxation

Income tax on the proﬁt or loss for the year comprises current and deferred tax. Income tax is

recognised in the income statement except to the extent that it relates to items recognised

directly in equity or in other comprehensive income. Current tax is the expected tax payable on

the taxable income for the year, using tax rates enacted or substantively enacted at the balance

sheet date, and any adjustment to tax payable in respect of previous years.

A deferred tax asset is recognised only to the extent that it is probable that future taxable proﬁts

will be available against which the asset can be utilised. Deferred tax is provided on temporary

differences between the carrying amounts of assets and liabilities for ﬁnancial reporting purposes

and the amounts used for taxation purposes. The following temporary differences are not

provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that

affect neither accounting nor taxable proﬁt other than in a business combination; and differences

relating to investments in subsidiaries to the extent that they will probably not reverse in the

foreseeable future. The amount of deferred tax provided is based on the expected manner of

realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or

substantively enacted at the balance sheet date. Deferred tax assets are reduced to the extent

that it is no longer probable that the related tax beneﬁt will be realised.

The Group is required to estimate the income tax in each of the jurisdictions in which it operates.

This requires an estimation of current tax liability together with an assessment of the temporary

differences which arise as a consequence of different accounting and tax treatments. The Group

operates in a number of countries in the world and is subject to many tax jurisdictions and rules.

As a consequence the Group is subject to tax audits, which by their nature are often complex and

can require several years to conclude. Management’s judgement is required to determine the

total provision for income tax. Amounts are accrued based on management’s interpretation of

country-speciﬁc tax law and likelihood of settlement. However, the actual tax liabilities could differ

from the position and in such events an adjustment would be required in the subsequent period

which could have a material impact. Tax beneﬁts are not recognised unless it is probable that the

tax positions are sustainable. Once considered to be probable, management reviews each

material tax beneﬁt to assess whether a provision should be taken against full recognition of the

beneﬁt on the basis of potential settlement through negotiation. This evaluation requires

judgements to be made including the forecast of future taxable income.

Share-based payments

The fair value of equity-settled share options, cash-settled shadow options and long-term

incentive plan (“LTIP”) awards granted to employees is recognised as an expense with a

corresponding increase in equity. The fair value is measured at grant date and spread over the

period during which the employees become unconditionally entitled to the options/awards. The

fair value of the options/awards granted is measured using a binomial model, taking into account

the terms and conditions upon which the options/awards were granted. The amount recognised

as an employee expense is adjusted to reflect the actual number of share options/awards that

vest except where forfeiture is only due to share prices not achieving the threshold for vesting.

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Notes to the consolidated ﬁnancial statements continued

1. Accounting policies continued

Short-term employee beneﬁts

Short-term employee beneﬁts, such as salaries, paid absences, and other beneﬁts including any

related payroll taxes are accounted for on an accrual basis over the period which employees

have provided services. Bonuses are recognised to the extent that the Group has a present

obligation to its employees that can be measured reliably and are accounted for in accordance

with the requirements of IAS 19, ‘Employee beneﬁts’. All expenses relating to employee beneﬁts

(other than pension costs) are recognised in the income statement within wages and salaries, or

social security costs.

Termination beneﬁts

Termination beneﬁts are recognised as an expense when the Group is demonstrably committed,

without realistic possibility of withdrawal, to a formal detailed plan to terminate employment

before the normal retirement date. Termination beneﬁts for voluntary redundancies are

recognised if the Group has made an offer encouraging voluntary redundancy, it is probable that

the offer will be accepted, and the number of acceptances can be estimated reliably.

Government grants

Government grants are recognised at fair value when there is reasonable assurance that the

conditions associated with the grants have been complied with and the grants will be received.

Grants compensating for expenses incurred are recognised as a deduction of the related

expenses in the consolidated income statement on a systematic basis in the same periods in

which the expenses are incurred.

Alternative performance measures

In the analysis of the Group’s operating results, earnings per share and cash flows, information is

presented to provide readers with additional performance indicators that are prepared on a

non-statutory basis. This presentation is regularly reviewed by management to identify items that

are unusual and other items relevant to an understanding of the Group’s performance and

long-term trends with reference to their materiality and nature. This additional information is not

uniformly deﬁned by all companies and may not be comparable with similarly titled measures

and disclosures by other organisations. The non-statutory disclosures should not be viewed in

isolation or as an alternative to the equivalent statutory measure. Information for separate

presentation is considered as follows:

Material costs or reversals arising from a signiﬁcant restructuring of the Group’s operations are

presented separately

Disposal of entities or investments in associates or joint ventures or impairment of related

assets are presented separately

Other matters arising due to the Group’s acquisition, such as adjustments to contingent

consideration, payment of retention bonuses, acquisition costs and fair value adjustments for

acquired assets made in accordance with IFRS 13, are separately disclosed in aggregate

If a change in an accounting estimate for provisions, including environmental provisions,

results in a material gain or loss, that is presented separately

Other items the Directors may deem to be unusual as a result of their size and/or nature

Adoption of new and revised standards

In the current year, the Group has applied a number of amendments to IFRSs issued by the IASB

that are mandatorily effective for accounting periods that began on or after 1 January 2025. Their

adoption has not had any material impact on the disclosures or on the amounts reported in these

ﬁnancial statements:



	UK
	Endorsement	Effective
International Accounting Standards (IAS/IFRSs) and Interpretations (IFRICs):	status	date
Lack of exchangeability – Amendments to IAS 21	Endorsed	1 January
		2025

New and revised IFRSs in issue but not yet effective

At the date of authorisation of these ﬁnancial statements, the Group has not applied the following

new and revised international accounting standards (“IAS”/“IFRSs”) and interpretations

(“IFRICs”) that have been issued but are not effective for periods starting on 1 January 2025 but

will be effective for later periods:



		Effective for annual
	UK	reporting periods
	Endorsement	beginning on
IAS, IFRSs and IFRICs not yet endorsed for use in the UK:	status	or after
Classiﬁcation and Measurement of Financial Instruments –	Endorsed	1 January 2026
Amendments to IFRS 9 and IFRS 7
Annual Improvements to IFRS Accounting Standards –	Endorsed	1 January 2026
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
Contracts Referencing Nature-dependent Electricity –	Endorsed	1 January 2026
Amendments to IFRS 9 and IFRS 7
IFRS 18 – Presentation and Disclosure in Financial Statements	Endorsed	1 January 2027
IFRS 19 – Subsidiaries without Public Accountability:	Not yet	1 January 2027
Disclosures	endorsed
Translation to a Hyperinflationary Presentation Currency –	Not yet	1 January 2027
Amendments to IAS 21	endorsed
Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1,	Not yet	n/a
IAS 8, IAS 36 and IAS 37	endorsed
Sale or Contribution of Assets between an Investor and its	Not yet	n/a
Associate or Joint Venture – Amendments to IFRS 10 and IAS 28	endorsed

With the exception of IFRS 18, none of the above new and revised IFRSs are expected to have a

material impact on the Group’s ﬁnancial statements. At the date of this report the analysis of the

impact of IFRS 18 is ongoing, however the Company expects there to be a material impact on the

Group’s ﬁnancial statements from implementation of IFRS 18.

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2. Operating segments

Business segments

The Group has determined its operating segments on the basis of those used for management, internal reporting purposes and the allocation of strategic resources. The key measure used for review

of the performance of the operating segments is adjusted operating proﬁt. In accordance with the provisions of IFRS 8, the Group’s chief operating decision-maker is the Board of Directors.

Following the sale of the Talc business in May 2025, the Performance Specialties segment has been renamed as Coatings, and the comparative ﬁnancial performance and ﬁnancial position have been

re-presented to present the Talc business as discontinued operation. See Note 33 for further details.

The two reportable segments, Coatings and Personal Care, each have distinct product groupings and separate management structures. Segment results, assets and liabilities include items directly

attributable to a segment and those that may be reasonably allocated from corporate activities. Presentation of the segmental results is on a basis consistent with those used for reporting Group

results. The principal activities of the reportable segments are as follows:

Coatings: Production of rheological modiﬁers and additives for decorative and industrial coatings, as well as performance chemicals for the energy sector.

Personal Care: Production of rheological modiﬁers and compounded products, including active ingredients for antiperspirants, for supply to personal care and pharmaceutical manufacturers.

Segmental analysis for the year ended 31 December



	2025					2024
		Personal	Segment	Central				Segment
	Coatings	Care	totals	costs	Total	Coatings	Personal Care	totals	Central costs	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m
Revenue from external customers	373.0	224.5	597.5	–	597.5	386.4	217.4	603.8	–	603.8
Adjusted operating proﬁt	70.4	72.8	143.2	(16.5)	126.7	78.4	61.6	140.0	(20.8)	119.2
Adjusting items (see Note 5)	(5.7)	(9.4)	(15.1)	(2.6)	(17.7)	(4.9)	(12.3)	(17.2)	(6.0)	(23.2)
Operating proﬁt	64.7	63.4	128.1	(19.1)	109.0	73.5	49.3	122.8	(26.8)	96.0
Other expenses					(2.6)					(2.0)
Finance income					3.0					2.9
Finance expense					(19.5)					(22.6)
Tax					(27.6)					(25.5)
Proﬁt from continuing operations					62.3					48.8

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Notes to the consolidated ﬁnancial statements continued

2. Operating segments continued

| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | 2025 | | | 2024 | | | |
| | Personal Care | | | Personal Care, | | Discontinued | |
| | and Coatings

1 | Unallocated | Total | and Coatings

1 | Unallocated | segments | Total |
| | $m | $m | $m | $m | $m | $m | $m |
| Fixed assets | 759.3 | 13.6 | 772.9 | 742.5 | 18.4 | 163.0 | 923.9 |
| Inventories | 142.9 | – | 142.9 | 126.7 | 0.1 | 25.7 | 152.5 |
| Trade and other receivables | 77.8 | 3.8 | 81.6 | 70.4 | 6.4 | 16.5 | 93.3 |
| Other tax recoverable | – | 23.7 | 23.7 | – | 21.0 | – | 21.0 |
| Derivatives | – | 0.4 | 0.4 | – | 5.4 | – | 5.4 |
| Tax assets | – | 9.9 | 9.9 | – | 18.6 | – | 18.6 |
| Retirement beneﬁt surplus | – | 26.5 | 26.5 | – | 27.6 | – | 27.6 |
| Cash and cash equivalents | – | 54.6 | 54.6 | – | 59.9 | – | 59.9 |
| Segment assets | 980.0 | 132.5 | 1,112.5 | 939.6 | 157.4 | 205.2 | 1,302.2 |
| Assets classiﬁed as held for sale | | | 2.1 | | | | 6.2 |
| Total assets | 980.0 | 132.5 | 1,114.6 | 939.6 | 157.4 | 205.2 | 1,308.4 |
| Trade and other payables | (72.6) | (19.4) | (92.0) | (67.0) | (20.9) | (20.5) | (108.4) |
| Operating provisions | (0.5) | (4.6) | (5.1) | (2.9) | (5.6) | (39.9) | (48.4) |
| Lease liabilities | (14.7) | (5.7) | (20.4) | (21.7) | (5.7) | (7.3) | (34.7) |
| Bank overdrafts and loans | – | (236.2) | (236.2) | – | (219.2) | – | (219.2) |
| Current tax liabilities | – | (16.0) | (16.0) | – | (9.8) | – | (9.8) |
| Retirement beneﬁt obligations | – | (8.6) | (8.6) | – | (8.6) | – | (8.6) |
| Deferred tax liabilities | – | (92.3) | (92.3) | – | (98.1) | – | (98.1) |
| Financial liabilities | – | (0.1) | (0.1) | – | (1.5) | – | (1.5) |
| Segment liabilities | (87.8) | (382.9) | (470.7) | (91.6) | (369.4) | (67.7) | (528.7) |
| Liabilities classiﬁed as held for sale | | | – | | | | (22.7) |
| Total liabilities | (87.8) | (382.9) | (470.7) | (91.6) | (369.4) | (67.7) | (551.4) |
| Net assets | 892.2 | (250.4) | 643.9 | 848.0 | (212.0) | 137.5 | 757.0 |
| Capital additions | 17.6 | 1.0 | 18.6 | 16.0 | 6.1 | 28.4 | 50.5 |
| Depreciation and amortisation | (28.1) | (2.6) | (30.7) | (28.3) | (3.0) | (20.3) | (51.6) |

Due to the shared nature of the production facilities for the Personal Care and Coatings segments, a split of assets and liabilities by segment is not available and the cost to determine such a split would be prohibitive, therefore the

assets and liabilities are shown in aggregate for these segments.

Analysis by geography

| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | 2025 | | | | | 2024 | | | | |
| | North | United | Rest of | Rest of the | | North | United | Rest of | Rest of | |
| | America | Kingdom | Europe | World | Total | America | Kingdom | Europe | the World | Total |
| | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m |
| Revenue from external customers | 193.9 | 20.1 | 180.2 | 203.3 | 597.5 | 201.2 | 20.3 | 168.8 | 213.5 | 603.8 |
| Fixed assets | 618.5 | 55.6 | 26.2 | 72.6 | 772.9 | 638.2 | 29.7 | 23.3 | 69.8 | 761.0 |
| Capital additions | 7.2 | 2.1 | 3.0 | 6.3 | 18.6 | 8.4 | 1.5 | 6.9 | 5.3 | 22.1 |
| Depreciation and amortisation | (15.6) | (1.8) | (8.5) | (4.8) | (30.7) | (21.9) | (1.8) | (3.1) | (4.5) | (31.3) |

Revenue is based on the location of the customer. The Group’s largest customer accounts for 9.2% (2024: 10.0%) of revenue ($54.9m) (2024: $60.1m).

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3. Finance income

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Interest on bank deposits | 0.7 | 0.3 |
| Pension and other post-retirement liabilities | 1.1 | 1.4 |
| Interest on EU state aid receivable | 1.2 | 1.2 |
| Total ﬁnance income | 3.0 | 2.9 |

4. Finance costs

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Interest on bank loans | 17.5 | 20.0 |
| Unwind of discount on provisions | 1.1 | 1.5 |
| Interest on lease liabilities | 0.9 | 1.1 |
| Total ﬁnance costs | 19.5 | 22.6 |

5. Adjusting items

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Business transformation | 7.5 | 6.6 |
| Acquisitions and disposals | (6.4) | 0.2 |
| St. Louis operational transformation | 3.5 | – |
| Cloud and data transformation | 2.2 | 2.1 |
| Early termination of contract | 1.9 | – |
| St. Louis ﬁre | 0.3 | 1.3 |
| Environmental provisions | 0.5 | 1.8 |
| Settlement of Brazil customs matter | – | 3.0 |
| Amortisation of intangibles arising on acquisition | 8.2 | 8.2 |
| | 17.7 | 23.2 |
| Unwind of discount on provisions | 1.1 | 0.4 |
| Interest on EU state aid receivable | (1.2) | (1.2) |
| Tax charge in relation to adjusting items | 1.6 | 0.8 |
| | 19.2 | 23.2 |

A number of items have been recorded under ‘adjusting items’ by virtue of their size and/or

one-time nature, in line with our accounting policy in Note 1, in order to provide additional useful

analysis of the Group’s results. The Group considers the adjusted results to be an important

measure used to monitor how the segments are performing as they achieve consistency and

comparability between reporting periods. The net impact of these items on the Group proﬁt from

continuing operations for the year is a debit of $19.2m (2024: $23.2m). The items fall into a

number of categories, as summarised below:

Business transformation

– costs of $7.5m (2024: $6.6m) were recognised and principally include:

Costs of $4.4m (2024: $nil) in relation to transitionary costs of the exiting CEO and other related

restructuring costs. These costs primarily relate to one-off advisory and consultancy fees, salary,

and LTIP-related charges in relation to the former CEO, and salary and LTIP-related costs in

relation to subsequent senior leadership changes. Additional costs are expected to be incurred

during the ﬁrst quarter of 2026.

Costs of $2.3m (2024: $4.1m) in relation to the Fit for the Future restructuring programme which

was announced in September 2023. Of the costs recognised in 2025, additional charges of

$1.3m (2024: $0.7m) in relation to the restructuring provision, along with an additional $1.0m

(2024: $3.4m) of costs incurred. Including discontinued operations, costs of $29.6m have been

recognised since 2023 and the programme was concluded during 2025.

Costs of $0.8m (2024: $1.6m) in relation to the closure of the Middletown plant and preparation of

the site for sale. Costs of $2.4m have been recognised since 2024.

Acquisitions and disposals

– a net credit of $6.4m (2024: cost of $0.2m) was recognised in

relation to acquisitions and disposals. This principally included a credit of $6.9m in relation to the

gain on sale of the Eaglescliffe site and $0.3m of transaction costs incurred in relation to the

acquisition of Alchemy Ingredients Limited.

St. Louis operational transformation

– costs of $3.5m (2024: $nil) were recognised in relation

to a transformation programme at the Group’s St. Louis plant which was initiated and completed

in 2025. These costs primarily relate to advisory fees and inventory written off due to operational

changes made to the St. Louis manufacturing plant as a result of the transformation programme.

Cloud and data transformation

– costs of $2.2m (2024: $2.1m) were recognised and include:

Costs of $1.6m (2024: $2.1m) in relation to the data transformation programme which was

initiated to develop a new internal data analytics platform to deliver a uniﬁed global view of our

data, leveraging advance analytical technology. Costs of $3.7m have been recognised since 2024

and the new platform is expected to be fully implemented during 2026.

Costs of $0.7m (2024: $nil) in relation to upgrading the Group’s Enterprise Resource Planning

(“ERP”) system. The upgraded ERP system is expected to be fully implemented during 2027.

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Notes to the consolidated ﬁnancial statements continued

5. Adjusting items continued

Early termination of contract

– costs of $1.9m (2024: $nil) were recognised in respect of an

early termination fee paid for one of the Group’s contracts.

St. Louis ﬁre

– costs of $0.3m ($1.3m) were recognised in respect of the ﬁre at the St. Louis

plant which occurred in November 2024. These costs relate to the write off of items of property,

plant and equipment that were damaged as a result of a ﬁre.

Environmental provisions

– charges of $0.5m (2024: $1.8m) were recognised in respect of

the Group’s environmental provision. The environmental provision is calculated on a discounted

cash flow basis, reflecting the time period over which spending is estimated to take place. The

movement in the provision relates to changes in discount rates, which have resulted in a reduction

of $0.8m (2024: $2.2m), and extra remediation work identiﬁed in the year which has resulted in a

$1.3m (2024: $4.0m) increase to the liability. Also included within adjusting items, within ﬁnance

costs, is a charge of $1.1m in relation to the unwind of the discount on the provision.

Amortisation of intangibles arising on acquisition

– amortisation of $8.2m (2024: $8.2m)

has been recognised in relation to the Group’s acquired intangible assets. As in previous years,

these are included in adjusting items as they are a non-cash charge arising from historical

investment activities.

Interest on EU state aid receivable

– ﬁnance income of $1.2m (2024: $1.2m) has been

recognised in respect of interest due to the Group.

Tax on adjusting items

– this is the net impact of tax relating to the adjusting items listed above.

To support comparability with the ﬁnancial statements as presented in 2025, a reconciliation to the adjusted consolidated income statement is shown below.



	2025			2024
			Adjusted			Adjusted
	Proﬁt and loss	Adjusting items	proﬁt and loss	Proﬁt and loss	Adjusting items	proﬁt and loss
	$m	$m	$m	$m	$m	$m
Revenue	597.5	–	597.5	603.8	–	603.8
Cost of sales	(317.4)	–	(317.4)	(314.2)	–	(314.2)
Gross proﬁt	280.1	–	280.1	289.6	–	289.6
Distribution costs	(91.6)	–	(91.6)	(98.5)	–	(98.5)
Administrative expenses	(79.5)	17.7	(61.8)	(95.1)	23.2	(71.9)
Operating proﬁt	109.0	17.7	126.7	96.0	23.2	119.2
Other expenses	(2.6)	–	(2.6)	(2.0)	–	(2.0)
Finance income	3.2	(1.2)	2.0	2.9	(1.2)	1.7
Finance costs	(19.7)	1.1	(18.6)	(22.6)	0.4	(22.2)
Proﬁt before income tax	89.9	17.6	107.5	74.3	22.4	96.7
Tax	(27.6)	1.6	(26.0)	(25.5)	0.8	(24.7)
Proﬁt from continuing operations	62.3	19.2	81.5	48.8	23.2	72.0
Earnings per share
From continuing operations
Basic earnings (cents)	10.7	3.3	14.0	8.3	3.9	12.2
Diluted earnings (cents)	10.5	3.2	13.7	8.1	3.9	12.0

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5. Adjusting items continued

To support comparability with the ﬁnancial statements as presented in 2025, a reconciliation from operating proﬁt/(loss) to adjusted operating proﬁt/(loss) by segment is shown below for each year.



	2025					2024
		Personal	Segment	Central				Segment
	Coatings	Care	totals	costs	Total	Coatings Personal Care		totals	Central costs	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m
Operating proﬁt	64.7	63.4	128.1	(19.1)	109.0	73.5	49.3	122.8	(26.8)	96.0
Adjusting items:
Business transformation	–	0.8	0.8	6.7	7.5	0.5	4.2	4.7	2.1	6.8
Acquisitions and disposals	–	0.4	0.4	(6.8)	(6.4)	–	–	–	–	–
St. Louis operational transformation	3.5	–	3.5	–	3.5	–	–	–	–	–
Cloud and data transformation	–	–	–	2.2	2.2	–	–	–	2.1	2.1
Early termination of contract	1.9	–	1.9	–	1.9	–	–	–	–	–
St. Louis ﬁre	0.3	–	0.3	–	0.3	1.3	–	1.3	–	1.3
Environmental provisions	–	–	–	0.5	0.5	–	–	–	1.8	1.8
Settlement of Brazil customs matter	–	–	–	–	–	3.0	–	3.0	–	3.0
Amortisation of intangibles arising on acquisition	–	8.2	8.2	–	8.2	0.1	8.1	8.2	–	8.2
Adjusted operating proﬁt	70.4	72.8	143.2	(16.5)	126.7	78.4	61.6	140.0	(20.8)	119.2

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Notes to the consolidated ﬁnancial statements continued

6. Income tax expense

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Current tax: | | |
| UK corporation tax | 26.4 | 12.9 |
| Overseas corporation tax | 2.3 | 7.6 |
| Adjustments in respect of prior years: | | |
| United Kingdom | (0.6) | 0.7 |
| Overseas | 1.2 | 0.2 |
| Total current tax | 29.3 | 21.4 |
| Deferred tax: | | |
| United Kingdom | (0.1) | 6.0 |
| Overseas | (1.4) | (1.5) |
| Adjustment in respect of prior years: | | |
| United Kingdom | – | – |
| Overseas | (0.2) | (0.4) |
| Total deferred tax | (1.7) | 4.1 |
| Income tax expense for the year | 27.6 | 25.5 |
| Comprising: | | |
| Income tax expense for the year | 27.6 | 25.5 |
| Adjusting items

1

: | | |
| Overseas taxation on adjusting items | (7.4) | 0.6 |
| UK taxation on adjusting items | 9.0 | 0.2 |
| Taxation on adjusting items | 1.6 | 0.8 |
| Income tax expense for the year after adjusting items | 26.0 | 24.7 |

See Note 5 for details of adjusting items.

The tax charge on proﬁts represents an effective rate of 30.7% (2024: 34.3%) and an effective

tax rate after adjusting items of 24.2% (2024: 25.5%).

The tax impact of the adjusting items outlined within Note 5 and within the consolidated income

statement relates to the following:



	2025		2024
	Gross	Tax impact	Gross	Tax impact
	$m	$m	$m	$m
Business transformation	7.5	1.5	6.6	1.7
Acquisitions and disposals	(6.4)	–	0.2	–
St. Louis operational transformation	3.5	0.7	–	–
Cloud and data transformation	2.2	0.5	2.1	0.6
Early termination of contract	1.9	0.4	–	–
St. Louis ﬁre	0.3	0.1	1.3	0.3
Environmental provisions	0.5	0.1	1.8	–
Settlement of Brazil customs matter	–	–	3.0	–
Amortisation of intangibles arising
on acquisition	8.2	2.4	8.2	2.5
Interest on EU state aid receivable	(1.2)	(0.3)	(1.2)	(0.3)
Unwind of discount on provision	1.1	0.2	0.4	0.1
Uncertain tax provisions	–	(7.2)	–	–
Derecognition of deferred tax
asset regarding Eaglescliffe	–	–	–	(5.7)
Tax charge	17.6	(1.6)	22.4	(0.8)

The Group is international and has operations across a range of jurisdictions. Accordingly, tax

charges of the Group in future periods will be affected by the proﬁtability of operations in different

jurisdictions and changes to tax rates and regulations in the jurisdictions within which the Group

has operations. The Group’s adjusted effective tax rate in 2025 is broadly in line with the prior

year. The medium-term expectation for the Group’s adjusted effective tax rate is around 25%.

The Group is below the revenue threshold for the Pillar 2 legislation to apply and therefore there

is no impact on the ﬁnancial statements.

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6. Income tax expense continued

The total charge for the year can be reconciled to the accounting proﬁt as follows:


	2025		2024
	$m	%	$m	%
Proﬁt before tax	89.9		74.3
Tax at 25% (2024: 25.0%)	22.5	25.0	18.6	25.0
Difference in overseas effective
tax rates	0.6	0.7	(0.3)	(0.4)
Income not taxable	(2.2)	(2.4)	(2.8)	(3.8)
Expenses not deductible for
tax purposes	6.0	6.7	3.2	4.3
Adjustments in respect of prior years	0.4	0.4	0.4	0.5
Uncertain tax provisions 2	5.1	5.6	–	–
Movement in unrecognised
deferred tax 1	(4.8)	(5.3)	6.4	8.7
Total charge and
effective tax rate for the year	27.6	30.7	25.5	34.3

The current year movement in unrecognised deferred tax relates to foreign exchange losses brought into tax

as a result of the settlement of loans previously regarded as quasi-equity. The prior year movement in

unrecognised deferred tax relates to the derecognition of the deferred tax asset in respect of the Eaglescliffe

environmental provision ahead of the disposal of the Eaglescliffe site to Flacks Group.

The uncertain tax provisions are the net of a provision of $10.8m made during the period in respect of an open

HMRC tax audit and the reversal of a $5.7m provision in respect of a German Organschaft created in 2020.

7. Proﬁt from continuing operations

Proﬁt from continuing operations of $62.3m (2024: $48.8m) has been arrived at after

charging/(crediting):

| | | |
| --- | --- | --- |
| | 2025 | 2024 |
| | $m | $m |
| Employee costs (see Note 8) | 111.1 | 108.1 |
| Net foreign exchange losses | 4.1 | 0.2 |
| Research and development costs | 7.3 | 8.0 |
| Depreciation of property, plant and equipment | 22.2 | 22.6 |
| Amortisation of intangible assets | 8.5 | 8.7 |
| Total depreciation and amortisation expense | 30.7 | 31.3 |
| Impairment of assets | – | – |
| Loss on disposal of property, plant & equipment | 0.8 | 1.0 |
| Write off of inventory | 6.3 | 3.8 |
| Cost of inventories recognised as expense | 236.5 | 246.9 |
| Fees payable to company’s auditors and its associates: | | |
| Audit of company | 1.5 | 1.2 |
| Audit of subsidiaries | 0.4 | 0.9 |
| Audit-related services – interim review | 0.2 | 0.3 |
| CSRD metric readiness services | 0.1 | 0.1 |

8. Employees

Employee costs:


	2025	2024
	$m	$m
Wages and salaries	92.4	90.0
Social security costs	9.0	7.7
Pension costs	2.8	4.3
Share-based payment costs	6.9	6.1
Total employee costs	111.1	108.1

Average number of FTE employees


	2025	2024
	Number	Number
Personal Care and Coatings	1,024	1,045
Central	29	24
Discontinued segments	74	232
Total	1,127	1,301

Full-time equivalent includes contractors.

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Notes to the consolidated ﬁnancial statements continued

8. Employees continued

Total staff costs from continuing and discontinued operations were $119.9m (2024: $130.9m),

comprising of wages and salaries of $99.5m (2024: $108.6m), social security costs of $9.6m

(2024: $9.0m), pension costs of $3.9m (2024: $7.2m) and share-based payments of $6.9m

(2024: $6.1m).

The aggregate amount of Directors’ remuneration (salary, bonus and beneﬁts) is shown in the

Remuneration Report on page 131:

The aggregate amount of gains made by Directors on exercise of share options was

$nil (2024: $nil)

The remuneration of the highest paid Director was $3.3m (2024: $3.9m)

Payments have been made to a deﬁned contribution pension scheme on behalf of

one Director (2024: one Director). For the highest-paid Director, pension contributions of $0.1m

(2024: $0.2m) were made

9. Earnings per share

The calculation of the basic and diluted earnings per share attributable to the ordinary equity

holders of the parent is based on the following:

Earnings:



	2025	2024
	$m	$m
Adjusted earnings	81.5	72.0
Adjusting items net of tax	(19.2)	23.2
Earnings for the purpose of basic earnings per share	62.3	48.8
Loss from discontinued operations	(107.8)	(96.6)
Loss from continuing and discontinued operations	(45.5)	(47.8)

Number of shares:



	2025	2024
	m	m
Weighted average number of shares for the purpose of basic
earnings per share	583.6	588.9
Effect of dilutive share options	10.5	11.9
Weighted average number of shares for the purpose of diluted
earnings per share	594.1	600.8

The dilutive loss from continuing and discontinued operations per share calculation, does not

include the impact of the 10.5m dilutive share options (2024: 11.9m), as the inclusion of these

potential shares would have an anti-dilutive impact on the diluted loss per share from continuing

and discontinued operations; it would decrease the diluted loss per share from continuing and

discontinued operations.

Earnings per share:



	2025	2024
	cents	cents
Earnings per share from continuing operations:
Basic earnings	10.7	8.3
Diluted earnings	10.5	8.1
Adjusted basic earnings	14.0	12.2
Adjusted diluted earnings	13.7	12.0
Earnings per share from discontinued operations:
Basic loss from discontinued operations	(18.5)	(16.4)
Diluted loss from discontinued operations	(18.5)	(16.4)
Earnings per share from continuing and discontinued
operations:
Basic loss from continuing and discontinued operations	(7.8)	(8.1)
Diluted loss from continuing and discontinued operations	(7.8)	(8.1)

Adjusted basic earnings per share from continuing and discontinued operations in 2024 was

13.6 cents per share and Adjusted diluted earnings per share from continuing and discontinued

operations in 2024 was 13.3 cents per share.

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10. Goodwill and other intangible assets

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | | | | Other | |
| | Goodwill | Brand | Customer lists | intangible assets | Total |
| | $m | $m | $m | $m | $m |
| Cost: | | | | | |
| At 1 January 2024 | 712.2 | 25.4 | 165.0 | 101.5 | 1,004.1 |
| Exchange differences | (5.7) | (1.1) | (3.3) | (4.1) | (14.2) |
| Additions | – | – | – | 0.3 | 0.3 |
| At 31 December 2024 | 706.5 | 24.3 | 161.7 | 97.7 | 990.2 |
| Exchange differences | 19.6 | 0.8 | 5.2 | 5.1 | 30.7 |
| Additions | – | – | – | 0.1 | 0.1 |
| Business acquisitions | 11.3 | 0.6 | 3.5 | 7.9 | 23.3 |
| Business disposals | – | – | (40.7) | (44.6) | (85.3) |
| At 31 December 2025 | 737.4 | 25.7 | 129.7 | 66.2 | 959.0 |
| Amortisation and impairment: | | | | | |
| At 1 January 2024 | 229.9 | 2.5 | 56.6 | 64.5 | 353.5 |
| Exchange differences | (3.6) | (0.1) | (2.2) | (3.2) | (9.1) |
| Charge for the year | – | – | 8.2 | 4.6 | 12.8 |
| Impairment | – | – | 23.1 | 24.0 | 47.1 |
| At 31 December 2024 | 226.3 | 2.4 | 85.7 | 89.9 | 404.3 |
| Exchange differences | 16.2 | 0.2 | 4.8 | 4.8 | 26.0 |
| Charge for the year | – | – | 6.3 | 2.3 | 8.6 |
| Business disposals | – | – | (40.7) | (43.1) | (83.8) |
| At 31 December 2025 | 242.5 | 2.6 | 56.1 | 53.9 | 355.1 |
| Carrying amount: | | | | | |
| At 31 December 2025 | 494.9 | 23.1 | 73.6 | 12.3 | 603.9 |
| At 31 December 2024 | 480.2 | 21.9 | 76.0 | 7.8 | 585.9 |
| At 1 January 2024 | 482.3 | 22.9 | 108.4 | 37.0 | 650.6 |

Included in amortisation of $8.6m (2024:$12.8m) was $8.5m (2024: $8.7m) of amortisation from continuing operations, and $0.1m (2024: $4.1m) of amortisation from discontinued operations.

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Notes to the consolidated ﬁnancial statements continued

10. Goodwill and other intangible assets continued

The brand intangibles represent the value ascribed to the trading name and reputation of the

Deuchem, Fancor, Watercryl, Hi-Mar, SummitReheis and Alchemy acquisitions. The Group, with

the exception of SummitReheis and Alchemy, considers these to have signiﬁcant and ongoing

value to the business that will be maintained, and it is therefore considered appropriate to assign

these assets an indeﬁnite useful life.

The carrying amount of brand intangibles with an indeﬁnite useful life is $22.5m (2024: $21.9m).

Brand intangibles with an indeﬁnite useful life are tested annually for impairment as part of the

annual goodwill impairment test and have been allocated to the Personal Care and Coatings

CGUs. The net book value of brand related to the acquisition of Alchemy is $0.6m and has a

remaining useful life of ten years. The brand relating to SummitReheis has been amortised

over a period of three years, and is fully amortised.

The net book value of customer lists includes $70.1m (2024: $76.0m) in relation to the acquisition

of SummitReheis, which have remaining lives of between 1 and 16 years (2024: between 2 and 17

years). and $3.5m in relation to the acquisition of Alchemy, which has a remaining life of 15 years.

The net book value of other intangibles assets includes technology-related intangible assets of

$7.9m arising from the acquisition of Alchemy which have a remaining life of 14 years.

The remaining intangible assets comprise the value ascribed to patents and the capitalisation of

REACH registration costs which are being amortised over periods of 1 to 14 years.

Goodwill and brand intangibles with an indeﬁnite useful life impairment testing

Goodwill and brand intangibles with an indeﬁnite useful life are allocated to the Group’s CGUs

as follows:



	2025	2024
	$m	$m
Personal Care:
Goodwill	301.6	288.9
Indeﬁnite useful life intangible assets	7.4	6.6
Coatings:
Goodwill	193.3	191.3
Indeﬁnite useful life intangible assets	15.7	15.3
At 31 December	518.0	502.1

The Group tests annually for impairment at 31 October, or more frequently, if there are events or

circumstances that indicate that the carrying amount may not be recoverable.

Basis of the recoverable amount

The recoverable amounts of the Group’s CGUs are determined from value in use calculations

which use cash flow projections based on ﬁnancial budgets approved by the Directors covering

a three-year period.

Management’s judgement in estimating the cash flows of a CGU

The key assumptions for the value in use calculations are expected changes to sales volumes,

selling prices and direct costs during the forecast period, growth rates used to extrapolate

beyond the forecast period and the discount rates applied to the resulting cash flows. Changes in

sales volumes, selling prices and direct costs are based on past practices and expectations of

future changes in the market. A three-year forecasting model is used for all CGUs.

Growth rates

Cash flows for periods beyond the forecast period are extrapolated based on estimated long-

term growth rates. The rates do not exceed the average long-term growth rate for the relevant

products or markets.

Discount rates

Management estimate discount rates using pre-tax rates that reflect current market assessments

of the time value of money and the risks speciﬁc to the CGUs.

Personal Care

The recoverable amount of the CGU was calculated using forecast cash flows based on budgets

and plans for 2026 to 2030, a pre-tax discount rate of 12.1% (2024: 12.0%) and a long-term

growth rate of 3.0% (2024: 3.0%). The recoverable amount exceeded the carrying value of the

CGU by $350.0m (2024: $361.7m). The Directors do not consider that any reasonably possible

changes to the key assumptions would reduce the recoverable amount to its carrying value.

Coatings

The recoverable amount of the CGU was calculated using forecast cash flows based on budgets

and plans for 2026 to 2030, a pre-tax discount rate of 10.3% (2024: 11.3%) and a long-term

growth rate of 3.0% (2024: 3.0%). The recoverable amount exceeded the carrying value of the

CGU by $488.4m (2024: $701.1m). The Directors do not consider that any reasonably possible

changes to the key assumptions would reduce the recoverable amount to its carrying value.

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11. Property, plant and equipment

| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | | | | | | Right-of-use assets | | |
| | Land and | Plant and | Fixtures, ﬁttings | Under | Land and | Plant and | Fixtures, ﬁttings | |
| | buildings | machinery | and equipment | construction | buildings | machinery | and equipment | Total |
| | $m | $m | $m | $m | $m | $m | $m | $m |
| Cost: | | | | | | | | |
| At 1 January 2024 | 100.1 | 594.9 | 32.5 | 12.3 | 54.4 | 2.3 | 1.8 | 798.3 |
| Additions | 1.8 | 19.1 | – | 24.0 | 3.9 | 0.9 | – | 49.7 |
| Exchange differences | (2.5) | (26.8) | (0.5) | – | (1.2) | 0.2 | (0.3) | (31.1) |
| Disposals | (0.2) | (2.3) | (0.3) | – | (1.2) | (1.2) | (0.8) | (6.0) |
| Reclassiﬁcations | 0.9 | 20.0 | 1.0 | (21.9) | – | – | – | – |
| At 31 December 2024 | 100.1 | 604.9 | 32.7 | 14.4 | 55.9 | 2.2 | 0.7 | 810.9 |
| Additions | 2.5 | 8.0 | 0.1 | 18.4 | 1.3 | – | 0.1 | 30.4 |
| Remeasurement of Right-of-use assets | – | – | – | – | (5.2) | – | – | (5.2) |
| Business disposals | (19.1) | (360.5) | – | (8.5) | (11.6) | (0.8) | (0.1) | (400.6) |
| Exchange differences | 4.3 | 36.5 | 0.4 | (0.5) | 2.0 | – | 0.1 | 42.8 |
| Disposals | – | (7.7) | (0.9) | (0.2) | (0.8) | (0.2) | (0.2) | (10.0) |
| Reclassiﬁcations | 2.2 | 0.4 | 1.2 | (3.8) | – | – | – | – |
| Assets transferred to held for sale | (3.0) | (0.6) | – | – | – | – | – | (3.6) |
| At 31 December 2025 | 87.0 | 281.0 | 33.5 | 19.8 | 41.6 | 1.2 | 0.6 | 464.7 |
| Accumulated depreciation and impairment losses: | | | | | | | | |
| At 1 January 2024 | 43.0 | 280.0 | 23.4 | – | 25.7 | 1.7 | 0.9 | 374.7 |
| Charge for the year | 3.5 | 27.3 | 2.9 | – | 4.4 | 0.4 | 0.3 | 38.8 |
| Exchange differences | (0.1) | (13.6) | (0.5) | – | (0.2) | – | (0.1) | (14.5) |
| Disposals | – | (1.6) | (0.3) | – | (1.2) | (1.2) | (0.7) | (5.0) |
| Impairment | 0.8 | 78.1 | – | – | – | – | – | 78.9 |
| Reclassiﬁcations | – | 0.8 | (0.8) | – | – | – | – | – |
| At 31 December 2024 | 47.2 | 371.0 | 24.7 | – | 28.7 | 0.9 | 0.4 | 472.9 |
| Charge for the year | 4.1 | 17.9 | 2.0 | – | 3.1 | 0.3 | 0.2 | 27.6 |
| Business disposals | (7.0) | (209.5) | – | – | (4.6) | (0.7) | (0.1) | (221.9) |
| Exchange differences | 4.9 | 18.3 | – | – | 0.5 | – | – | 23.7 |
| Disposals | – | (3.1) | (1.0) | – | (0.8) | – | (0.2) | (5.1) |
| Assets transferred to held for sale | (1.0) | (0.5) | – | – | – | – | – | (1.5) |
| At 31 December 2025 | 48.2 | 194.1 | 25.7 | – | 26.9 | 0.5 | 0.3 | 295.7 |
| Net book value: | | | | | | | | |
| At 31 December 2025 | 38.8 | 86.9 | 7.8 | 19.8 | 14.7 | 0.7 | 0.3 | 169.0 |
| At 31 December 2024 | 52.9 | 233.9 | 8.0 | 14.4 | 27.2 | 1.3 | 0.3 | 338.0 |
| At 1 January 2024 | 57.1 | 314.9 | 9.1 | 12.3 | 28.7 | 0.6 | 0.9 | 423.6 |

Included in depreciation of $27.6m (2024:$38.8m) was $22.2m (2024: $22.6m) of depreciation from continuing operations, and $5.4m (2024: $16.2m) of depreciation from discontinued operations.

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180

Notes to the consolidated ﬁnancial statements continued

11. Property, plant and equipment continued

Group capital expenditure contracted but not provided for in these ﬁnancial statements amounted

to $nil (2024: $nil).

In 2025 and 2024 the Group reclassiﬁed items of property, plant and equipment from under

construction to their relevant categories upon the assets becoming available for use.

In 2025, the Group actively marketed for the sale of its former Personal Care manufacturing site

in Middletown, New York. At 31 December 2025 the site was classiﬁed as held for sale, with the

sale expected to close within the ﬁrst half of 2026.

12. Inventories

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Raw materials and consumables | 28.8 | 34.2 |
| Work in progress | 9.4 | 10.4 |
| Finished goods and goods purchased for resale | 104.7 | 107.9 |
| At 31 December | 142.9 | 152.5 |

Inventories are disclosed net of provisions for obsolescence of $9.8m (2024: $6.7m).

13. Trade and other receivables

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Trade receivables | 68.9 | 78.1 |
| Other receivables | 5.1 | 6.8 |
| Prepayments | 7.6 | 8.4 |
| At 31 December | 81.6 | 93.3 |

The Group entered into an accounts receivable purchase programme. The net balance

outstanding, which have been transferred without recourse and derecognised, in relation to this

programme was $5.0m (2024: $18.4m).

Other receivables are receivables which are individually immaterial and primarily include VAT

recoverable, receivables from other taxes and employee debtors.

14. Trade and other payables

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Trade payables | 56.0 | 52.3 |
| Other payables | 3.4 | 7.4 |
| Accruals | 32.6 | 48.7 |
| At 31 December | 92.0 | 108.4 |

The Group entered into supplier ﬁnancing arrangements with US Bank. At the end of the period,

the net balance outstanding on the US Bank facility was $nil (2024: $1.1m).

Other payables are payables which are individually immaterial and primarily include VAT

payables, payables from other taxes, employee payables and payables in relation to the

Alchemy acquisition.

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15. Provisions

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | | Self- | | | |
| | Environmental | insurance | Restructuring | Other | Total |
| | $m | $m | $m | $m | $m |
| At 1 January 2025 | 43.2 | 0.2 | 4.7 | 0.3 | 48.4 |
| Increase/(decrease) | | | | | |
| in provisions | 1.3 | – | 1.3 | – | 2.6 |
| Unused amounts reversed | – | – | – | – | – |
| Unwinding of discount | 0.2 | – | – | – | 0.2 |
| Utilised during the year | (1.4) | – | (5.2) | – | (6.6) |
| Currency translation differences | 3.9 | – | 0.3 | 0.1 | 4.3 |
| Disposals | (42.7) | – | (1.1) | – | (43.8) |
| At 31 December 2025 | 4.5 | 0.2 | – | 0.4 | 5.1 |
| Due within 1 year | 1.1 | 0.2 | – | 0.4 | 1.7 |
| Due after 1 year | 3.4 | – | – | – | 3.4 |

Environmental provisions include restoration provisions relating to manufacturing and distribution

sites, including certain sites no longer owned by the Group.

Restoration provisions have been derived using a discounted cash flow methodology and reflect

the extent to which it is probable that expenditure will be incurred over the next 25 years. The

level of these provisions are based on management’s best estimate of the most likely outcome for

each individual exposure. These provisions are discounted using discount rates which reflect

market assessments and the risks speciﬁc to the liabilities. The discount rates used were 4.8% in

the US and 3.9% in Canada.

The following table shows the timeframes over which undiscounted costs in relation to all

environmental provisions are expected to be incurred:



	1-10 years	11-20 years	20-25 years	25+ years	Total
	$m	$m	$m	$m	$m
Environmental provisions	4.7	1.6	0.5	–	6.8

Additional environmental provisions of $1.3m were recognised due to extra remediation and

rehabilitation work identiﬁed during the year. The charge of $1.3m is included within adjusting

items. If the cost estimates on which the provisions are based were to change by 10%, which is

reasonably possible, the provisions recognised would increase by approximately $0.4m.

While a range of outcomes is possible, the Directors believe that the reasonably possible range

for the environmental provision is from $3.7m to $10.6m.

Self-insurance provisions relate to personal injury and other claims from former employees or

third parties and represent the aggregate of outstanding claims plus a projection of losses

incurred but not yet reported which together make up the full liability recognised as a provision.

Insurance recoveries are recognised as a separate reimbursement asset. The self-insurance

provisions are expected to be utilised within one year.

Restructuring provisions relate to costs of adjusting headcount and other costs of restructuring

where a need to do so has been identiﬁed by management. An overall increase in the

restructuring provisions of $1.3m was recognised during the year related to the Fit for the Future

programme, which was announced in 2023. These changes in the restructuring provisions are

included within adjusting items (see Note 5). The restructuring provisions are based on

management’s best estimate of the cash outflow required to settle the obligation.

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Notes to the consolidated ﬁnancial statements continued

16. Deferred tax

| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | | | | | Other | | |
| | Retirement | Accelerated tax | Amortisation of | Other intangible | temporary | Unrelieved tax | |
| | beneﬁt plans | depreciation | US goodwill | assets | differences | losses | Total |
| | $m | $m | $m | $m | $m | $m | $m |
| At 1 January 2024 | (9.7) | (39.6) | (62.8) | (26.6) | 16.4 | 3.2 | (119.1) |
| Credit/(charge) to the income statement | 0.2 | 18.7 | 0.3 | 15.2 | (11.2) | – | 23.2 |
| Credit/(charge) to other comprehensive income | 3.5 | – | – | – | (0.6) | – | 2.9 |
| Credit to retained earnings | – | – | – | – | 0.2 | – | 0.2 |
| Disposal | – | – | – | – | – | – | – |
| Currency translation differences | 0.2 | 1.4 | – | 1.1 | (0.3) | (0.3) | 2.1 |
| At 31 December 2024 | (5.8) | (19.5) | (62.5) | (10.3) | 4.5 | 2.9 | (90.7) |
| Credit/(charge) to the income statement | – | 4.5 | 0.3 | 1.0 | (4.2) | 0.1 | 1.7 |
| Credit/(charge) to other comprehensive income | 0.8 | – | – | – | 0.3 | – | 1.1 |
| Charge to retained earnings | – | – | – | – | (0.5) | – | (0.5) |
| Acquisition/disposal | – | 3.4 | – | (2.8) | 0.3 | (2.9) | (2.0) |
| Currency translation differences | (0.5) | (0.5) | – | (0.4) | 0.1 | – | (1.3) |
| At 31 December 2025 | (5.5) | (12.1) | (62.2) | (12.5) | 0.5 | 0.1 | (91.7) |
| Deferred tax assets | – | – | – | – | 0.5 | 0.1 | 0.6 |
| Deferred tax liabilities | (5.5) | (12.1) | (62.2) | (12.5) | – | – | (92.3) |

Deferred tax assets have been recognised to the extent that it is considered more likely than not that there will be taxable proﬁts from which the future reversal of the underlying timing differences can

be deducted. Where this is not the case, deferred tax assets have not been recognised. Future taxable proﬁts have been modelled using the Group’s Board-approved three-year forecasts.

Deferred tax liabilities are reduced for any deferred tax assets which exist within a jurisdiction where consolidated tax returns are ﬁled and where tax assets and liabilities may be netted.

At the balance sheet date, the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which deferred tax liabilities have not been recognised was $28.8m

(2024: $31.8m). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group

considers that it is probable that such differences will not reverse in the foreseeable future. As at the balance sheet date, the Group had an unrecognised deferred tax asset of $19.8m (gross $6.5m)

(2024: $7.3m (gross $22.2m)) in respect of German net operating losses.

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17. Share capital

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| At 1 January | 52.7 | 52.5 |
| Issue of shares | 0.1 | 0.2 |
| Purchase and cancellation of shares by the Company | (1.5) | |
| At 31 December | 51.3 | 52.7 |

During 2025, the Company repurchased 24,578,253 Elementis plc shares under the share buyback programme at a cost of $53.8m, of which 23,026,118 shares were cancelled. At 31 December

2025, the Group held 91,378 Elementis plc shares in treasury, with a value of $0.2m, and held 4,181 (2024: 968,021) Elementis plc shares through the ESOT with a value of $nil (2024: $1.6m).

These shares are held to settle share options and awards granted to employees. Refer to Note 26 for further details.

18. Other reserves

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | Capital | | | | |
| | redemption | Translation | Hedging | Share options | |
| | reserve | reserve | reserve | reserve | Total |
| | $m | $m | $m | $m | $m |
| At 1 January 2024 | 158.8 | (103.4) | 5.9 | 8.8 | 70.1 |
| Share-based payments | – | – | – | 5.7 | 5.7 |
| Exchange differences | – | (17.4) | – | 0.1 | (17.3) |
| Fair value of cash flow hedges transferred to the income statement | – | – | (4.4) | – | (4.4) |
| Effective portion of changes in fair value of cash flow hedges | – | – | 2.3 | – | 2.3 |
| Fair value of cash flow hedges transferred to net assets | – | – | 0.4 | – | 0.4 |
| Recycle deferred foreign exchange losses on disposal | – | – | – | – | – |
| Transfer | – | – | – | (5.3) | (5.3) |
| At 31 December 2024 | 158.8 | (120.8) | 4.2 | 9.3 | 51.5 |
| Purchase and cancellation of shares by the Company | 1.5 | – | – | – | 1.5 |
| Share-based payments | – | – | – | 7.0 | 7.0 |
| Exchange differences | – | 12.3 | – | 0.7 | 13.0 |
| Effective portion of changes in fair value of cash flow hedges | – | – | 0.6 | – | 0.6 |
| Fair value of cash flow hedges transferred to the income statement | – | – | (4.5) | – | (4.5) |
| Fair value of cash flow hedges transferred to net assets | – | – | (0.2) | – | (0.2) |
| Recycle deferred foreign exchange losses on disposal | – | (2.0) | – | – | (2.0) |
| Transfer | – | – | – | (6.4) | (6.4) |
| At 31 December 2025 | 160.3 | (110.5) | 0.1 | 10.6 | 60.5 |

The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption must be from distributable proﬁts. The capital redemption

reserve represents the nominal value of the shares redeemed.

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184

Notes to the consolidated ﬁnancial statements continued

18. Other reserves continued

The translation reserve comprises all foreign currency differences arising from the translation of

the ﬁnancial statements of foreign operations as well as from the translation of liabilities that

hedge the Company’s net investment in a foreign subsidiary.

The hedging reserve comprises the effective portion of the cumulative net change in the fair

value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

The share options reserve comprises amounts accumulated in equity in respect of share options

and awards granted to employees. The transfers from the share options reserve to retained

earnings is as a result of the exercise and expiry of share options and awards during the year.

19. Borrowings

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Bank loans | 190.0 | 222.9 |
| Short-term borrowings | 50.0 | – |
| Unamortised syndicate loan fees | (3.8) | (3.7) |
| Carrying value of borrowings at 31 December | 236.2 | 219.2 |
| The borrowings are repayable as follows: | | |
| Within one year | 50.0 | – |
| Within two to four years | 190.0 | 222.9 |
| In the ﬁfth year | – | – |
| | 240.0 | 222.9 |
| The weighted average interest rates paid were as follows: | | |
| | 2025 | 2024 |
| | % | % |
| Bank loans | 4.3 | 5.9 |

Group borrowings were denominated as follows:



	2025	2024
	$m	$m
US dollar	240.0	75.0
Euro	–	147.9
Total bank loans	240.0	222.9

The Group’s bank loans include term loans of $50m that mature in June 2026 and term loans of

$110m that mature in May 2029.

The Group’s bank loans comprised US dollar borrowings comprising a fully drawn $160.0m term

loans (2024: $75.0m) and $80.0m of revolving credit facility (“RCF”) drawings (2024: $nil) and

euro borrowings comprising fully drawn €nil term loans (2024: €142.9m) and €nil of RCF drawings

(2024: €nil).

The interest rates associated with these borrowings are floating rate.

The RCF and term loans are governed by the Group’s bank syndicate facilities agreement, under

which certain Group entities act as guarantors. The guarantors to the facilities agreement are

required to constitute at least 75% of the Group’s total ﬁxed assets plus current assets less

current liabilities and 75% of the Group’s proﬁts before interest expense and tax.

Each guarantor irrevocably and unconditionally jointly and severally guarantees the punctual

performance under the Group’s bank syndicate facilities agreement. There are no ﬁxed or

floating charges over assets.

20. Cash and cash equivalents

Cash and cash equivalents comprise the following:



	2025	2024
	$m	$m
Cash at bank and on hand at 31 December	54.6	59.9

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21. Financial instruments

| | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | | 2025 | | | | | | 2024 | | | | | |
| | | Held at fair value | | Held at amortised cost | | | | Held at fair value | | Held at amortised cost | | | |
| | | Through | Derivatives | | | Total | Total | Through | Derivatives | | | Total | Total |
| | | proﬁt | used for | | | book | fair | proﬁt | used for | | | book | fair |
| | | and loss | hedging | Assets | Liabilities | value | value | and loss | hedging | Assets | Liabilities | value | value |
| At 31 December: | Note | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m |
| Current: | | | | | | | | | | | | | |
| Trade and other receivables | 13 | – | – | 74.0 | – | 74.0 | 74.0 | – | – | 84.9 | – | 84.9 | 84.9 |
| Derivative ﬁnancial assets | 22 | 0.1 | 0.3 | – | – | 0.4 | 0.4 | 0.3 | 3.3 | – | – | 3.6 | 3.6 |
| Cash and cash equivalents | 20 | – | – | 54.6 | – | 54.6 | 54.6 | – | – | 59.9 | – | 59.9 | 59.9 |
| Non-current: | | | | | | | | | | | | | |
| Derivative ﬁnancial assets | 22 | – | – | – | – | – | – | – | 1.8 | – | – | 1.8 | 1.8 |
| Financial assets | | 0.1 | 0.3 | 128.6 | – | 129.0 | 129.0 | 0.3 | 5.1 | 144.8 | – | 150.2 | 150.2 |
| Current: | | | | | | | | | | | | | |
| Short-term borrowings

1 | 19 | – | – | – | (50.0) | (50.0) | (50.0) | – | – | – | – | – | – |
| Trade and other payables | 14 | – | – | – | (92.0) | (92.0) | (92.0) | – | – | – | (108.4) | (108.4) | (108.4) |
| Derivative ﬁnancial liabilities | 22 | – | – | – | – | – | – | – | (1.5) | – | – | (1.5) | (1.5) |
| Lease liabilities | 24 | – | – | – | (4.5) | (4.5) | (4.5) | – | – | – | (5.9) | (5.9) | (5.9) |
| Non-current: | | | | | | | | | | | | | |
| Loans and borrowings

1 | 19 | – | – | – | (186.2) | (186.2) | (190.0) | – | – | – | (219.2) | (219.2) | (222.9) |
| Lease liabilities | 24 | – | – | – | (15.9) | (15.9) | (15.9) | – | – | – | (28.8) | (28.8) | (28.8) |
| Derivative ﬁnancial liabilities | 22 | – | (0.1) | – | – | (0.1) | (0.1) | – | – | – | – | – | – |
| Financial liabilities | | – | (0.1) | – | (348.6) | (348.7) | (352.5) | – | (1.5) | – | (362.3) | (363.8) | (367.5) |
| Total | | 0.1 | 0.2 | 128.6 | (348.6) | (219.7) | (223.5) | 0.3 | 3.6 | 144.8 | (362.3) | (213.6) | (217.3) |

The total book value of loans and borrowings are shown net of facility fees of $3.8m (2024: $3.7m).

Elementis plc

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186

21. Financial instruments continued

Notes to the consolidated ﬁnancial statements continued

Fair values measurement and hierarchy

Basis for determining fair values

The Group measures fair values in respect of ﬁnancial instruments in accordance with IFRS 13,

using the following fair value hierarchy that reflects the signiﬁcance of the inputs used in making

the measurements:

Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs, either directly or indirectly.

Level 3: Valuation techniques using signiﬁcant unobservable inputs. This category includes

contingent consideration.

The following summarises the signiﬁcant methods and assumptions used in estimating the fair

values of ﬁnancial instruments:

The Group assesses that the fair values of cash and cash equivalents, trade and other

receivables, trade and other payables, and the current portion of floating rate bank and other

borrowings, approximate to book values due to the short maturity periods of these ﬁnancial

instruments. For trade and other receivables, allowances are made within their book value for

credit risk.

Derivatives (Level 2)

Fair value is estimated by discounting the difference between the contractual forward price and

the current forward price for the residual maturity of the contract using a risk-free interest rate

(based on government bonds).

Loans and borrowings (Level 2)

Fair value is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the reporting date.

The following table shows amounts recognised in proﬁt or loss in relation to ﬁnancial assets and

liabilities within the scope of IFRS 9:



	2025	2024
	$m	$m
Recognised in proﬁt or loss
Interest income on bank deposits held at amortised cost	0.7	0.3
Financial income	0.7	0.3
Interest on bank loans	(16.9)	(18.2)
Fair value of cash flow hedges transferred from equity	(0.6)	(1.8)
Interest on lease liabilities	(0.9)	(1.1)
Financial costs	(18.4)	(21.1)
Fair value of cash flow hedges transferred from equity	5.1	6.2
Fair value movements on derivatives	(0.9)	–
Loss from discontinued operations	4.2	6.2

The following table shows amounts recognised directly in equity in relation to ﬁnancial assets and

liabilities within the scope of IFRS 9:



	2025	2024
	$m	$m
Recognised directly in equity
Effective portion of changes in fair value of cash flow hedges	0.6	2.3
Fair value of cash flow hedges transferred to income statement	(4.5)	(4.4)
Fair value of cash flow hedges transferred to net assets	(0.2)	0.4
Effective portion of change in fair value of net investment hedge	0.9	6.5
Foreign currency translation differences for foreign operations	11.4	(23.9)
Recycle deferred foreign exchange gains on disposal of subsidiary	(2.0)	–
Recognised in:
Hedging reserve	(4.1)	(1.7)
Translation reserve	10.3	(17.4)

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22. Derivative ﬁnancial instruments and hedging activities

| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | 2025 | | | | 2024 | | | |
| | Contract or underlying | | | | Contract or underlying | | | |
| | principal amount | | Fair value | | principal amount | | Fair value | |
| | | | Assets | Liabilities | | | Assets | Liabilities |
| At 31 December: | Assets | Liabilities | $m | $m | Assets | Liabilities | $m | $m |
| Current: | | | | | | | | |
| Interest rate swaps – cash flow hedges | $15m | $35m | – | – | – | €142m | – | (1.4) |
| Interest rate swaps | – | – | – | – | $25m | – | 0.2 | – |
| Nickel swaps – cash flow hedges | – | – | – | – | 270MT | – | 3.2 | – |
| Aluminium swaps – cash flow hedges | 1,100MT | – | 0.3 | – | 800MT | 2,000MT | 0.1 | (0.1) |
| Aluminium swaps | 700MT | – | 0.1 | – | 2,460MT | – | 0.1 | – |
| Total | | | 0.4 | – | | | 3.6 | (1.5) |
| Non-current: | | | | | | | | |
| Interest rate swaps – cash flow hedges | $25m | $35m | – | (0.1) | – | – | – | – |
| Nickel swaps – cash flow hedges | – | – | – | – | 133MT | – | 1.8 | – |
| Total | | | 0.4 | (0.1) | | | 5.4 | (1.5) |

Hedging activities

The Group is exposed to certain risks relating to its ongoing business operations. The primary

risks managed using derivative instruments are foreign currency risk, commodity price risk and

interest rate risk.

The Group’s risk management strategy is explained in Note 23.

Derivatives designated as hedging instruments

Commodity price risk

The Group enters into commodity swap contracts to reduce the volatility attributable to price

fluctuations of aluminium and nickel. To the extent they continue to meet the criteria for hedge

accounting, the commodity forward contracts are accounted for as cash flow hedges. The

weighted average strike price on outstanding aluminium hedges was $2,729.7 per metric ton

(“MT”) (2024: $2,565.4 per MT).

There is an economic relationship between the hedged items and the hedging instruments as

the terms of the commodity swap contracts match the terms of the expected highly probable

forecast transactions (i.e. notional amount and expected payment date). During the year ended

31 December 2025, the group recognised a gain of $3.6m (2024: $2.9m) within loss from

discontinued operations in the consolidated income statement as a result of the sale of selected

nickel hedges. For all other commodity hedges, as all critical terms matched during the year,

hedge ineffectiveness was immaterial. The hedge ratio is 1:1.

Interest rate risk

The Group enters into interest rate swaps to swap a portion of the interest arising from the

Group’s bank borrowings from floating to ﬁxed. Interest payments are highly probable;

the hedged risk is the change in the market interest rate. The hedged items are the interest

rate cash flows on $110m of US dollar-denominated debt. The interest rate swaps for the

euro-denominated debt matured in 2025. The Group’s total borrowings are shown in

Note 19 to the ﬁnancial statements.

The principal terms (notional, reset date, tenor) of the hedged items and the hedged instruments

have been matched along with the contractual interest cash flows, therefore creating an exact

offset for these transactions resulting in a net ﬁxed interest payable. The interest rate swaps and

the hedged items are matched (equal and opposite terms of interest rate, date and maturity);

this results in a designated hedge ratio of 1:1 or 100%.

Hedge ineffectiveness can arise from:

Changes in timing of the hedged item

A reduction in the amount of the hedged item considered to be highly probable

A change in the credit risk of Elementis or the counterparty to the derivative contract

Foreign currency basis spreads

Elementis plc

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188

22. Derivative ﬁnancial instruments and hedging activities continued

Notes to the consolidated ﬁnancial statements continued

The effect of cash flow hedges in the consolidated income statement and the consolidated

statement of other comprehensive income (“OCI”) is as follows:


	Total hedging	Amount	Amount
	(loss)/gain	reclassiﬁed	reclassiﬁed from
	recognised	from OCI to	OCI to the
	in OCI	proﬁt or loss	balance sheet
	$m	$m	$m
2025
Interest rate swaps – cash flow hedges 1	–	(0.6)	–
Nickel forward contracts – cash flow hedges 2	(0.1)	5.1	–
Aluminium forward contracts – cash flow hedges 3	(0.5)	–	(0.2)
2024
Interest rate swaps – cash flow hedges 1	(2.2)	(1.8)	–
Nickel forward contracts – cash flow hedges 2	(0.9)	6.2	–
Aluminium forward contracts – cash flow hedges 3	0.8	–	(0.4)

Recorded in ﬁnance costs in the income statement.

Recorded in loss from discontinued operations in the income statement.

Recorded in inventory in the balance sheet.

Amounts reclassiﬁed from other comprehensive income to proﬁt or loss are due to the hedged

item affecting proﬁt or loss in the period. There were no instances of non-occurrence of hedged

cash flows in either the current or comparative period.

Hedge of net investments in foreign operations

The Group seeks to denominate the currency of its borrowings in euros and US dollars in order to

match the currency of its cash flows, earnings and assets which are principally denominated in

those currencies.

The euro and US dollar borrowings in Elementis Holdings Limited are designated as net

investment hedges, as the Company’s functional currency is pounds sterling. The Group does not

undertake derivative transactions to hedge the foreign currency translation exposures.

The Group analyses the euro and US dollar net assets by subsidiary, and the foreign currency

borrowings in the name of Elementis Holdings Limited are allocated against certain tranches of

net assets. The critical terms of the euro and US dollar borrowings and their corresponding

hedged items are therefore the same.

The Group performs a qualitative assessment of effectiveness, and it is expected that the value of

the euro and US dollar borrowings in pounds sterling and the value of the corresponding hedged

items in pounds sterling will systematically move in the opposite direction in response to

movements in the underlying exchange rates. The main source of ineffectiveness in these

hedging relationships is the impact of a decline in the carrying value of the hedged item

compared with the euro and US dollar borrowings, with the result that the value of the hedged

item is less than the value of hedging instrument.

Foreign currency revaluation on the euro and US dollar borrowings in the name of Elementis

Holdings Limited are recorded in other comprehensive income and deferred in the foreign

currency translation reserve on the balance sheet as long as the hedge is effective. Any

ineffectiveness is recognised in the income statement for that year.

Following the sale of the Talc business in May 2025, the Group repaid its euro-denominated

borrowings. Upon sale of the Talc business, $2.0m of deferred foreign exchange gains was

recycled through to proﬁt and loss, including a portion related to the hedge of net investment in

foreign operations. The remaining value, which relates to other euro subsidiaries, will be recycled

upon disposal of those subsidiaries.

The impact of the hedged items on the statement of comprehensive income is as follows:


	2025	2024
	Foreign	Foreign
	currency	currency
	translation	translation
	reserve	reserve
Year ended 31 December	$m	$m
Net investment in foreign subsidiaries	11.4	(23.9)

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22. Derivative ﬁnancial instruments and hedging activities continued

Impact of hedging on equity

Set out below is the reconciliation of each component of equity and the analysis of other

comprehensive income:



	Cash flow	Foreign currency
	hedge	translation
	reserve	reserve
	$m	$m
At 1 January 2024	5.9	(103.4)
Effective portion of changes in fair value arising from
cash flow hedges	2.3	–
Fair value of cash flow hedges transferred to income statement	(4.4)	–
Fair value of cash flow hedges transferred to net assets	0.4	–
Foreign currency revaluation of the net foreign operations	–	(23.9)
Foreign currency revaluation of borrowings	–	6.5
At 31 December 2024	4.2	(120.8)
Effective portion of changes in fair value arising from
cash flow hedges	0.6	–
Fair value of cash flow hedges transferred to income statement	(4.5)	–
Fair value of cash flow hedges transferred to net assets	(0.2)	–
Recycling of deferred foreign exchange gains on disposal
of subsidiary	–	(2.0)
Foreign currency revaluation of the net foreign operations	–	11.4
Foreign currency revaluation of borrowings	–	0.9
At 31 December 2025	0.1	(110.5)

23. Financial risk management

Risk management objectives

The Group has exposure to the following risks from its use of ﬁnancial instruments:

Credit risk

Liquidity risk

Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the

Group’s risk management framework. The Group’s risk management policies are established to

identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and

to monitor risks and adherence to limits. Risk management policies and systems are reviewed

regularly to reflect changes in market conditions and the Group’s activities.

The Group’s Audit Committee oversees how management monitors compliance with the

Group’s risk management policies and procedures and reviews the adequacy of the risk

management framework in relation to the risks faced by the Group. The Group’s Audit Committee

is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad

hoc reviews of risk management controls and procedures, the results of which are reported to

the Audit Committee.

Credit risk

Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a ﬁnancial

instrument fails to meet its contractual obligations, and arises principally from the Group’s

receivables from customers.

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each

customer. The demographics of the Group’s customer base, including the default risk of the

industry and country in which customers operate, has less influence on credit risk. No single

customer accounts for a signiﬁcant proportion of the Group’s revenue.

Each new customer is analysed individually for creditworthiness before the Group’s standard

payment and delivery terms and conditions are offered. The Group’s review includes external

ratings, where available, and in some cases bank references. Purchase limits are established for

each customer, which represents the maximum open amount without requiring approval from the

Board of Directors. Customers that fail to meet the Group’s benchmark creditworthiness may

transact with the Group only on a prepayment basis.

The Group applies the IFRS 9 simpliﬁed approach in establishing an allowance for ECLs. The

Group therefore does not track changes in credit risk but instead recognises a loss allowance

based on lifetime ECLs at each reporting date. A provision matrix is used to calculate lifetime

ECLs which takes into account the Group’s historical credit loss experience adjusted for historical

conditions that are not relevant to future cash flows and forward-looking factors speciﬁc to the

debtor and economic environment.

Investments

The Group limits its exposure to credit risk through a treasury policy that imposes graduated

limits on the amount of funds that can be deposited with counterparties by reference to the

counterparties’ credit ratings, as deﬁned by S&P Global Ratings or Moody’s. Management do not

expect any counterparty to fail to meet its obligations.

Exposure to credit risk

The carrying amount of ﬁnancial assets represents the maximum credit exposure. The maximum

exposure to credit risk at the reporting date was:



	Carrying amount
	2025	2024
	$m	$m
Trade receivables	68.9	78.1
Cash and cash equivalents	54.6	59.9
At 31 December	123.5	138.0

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Annual Report and Accounts 2025

190

23. Financial risk management continued

Notes to the consolidated ﬁnancial statements continued

The maximum exposure to credit risk for trade receivables at the reporting date by geographic

region was:



	Carrying amount
	2025	2024
	$m	$m
North America	22.4	21.9
Europe	23.1	30.7
Rest of the World	23.4	25.5
At 31 December	68.9	78.1

Expected credit losses

Set out below is the information about the credit risk exposure on the Group’s trade receivables

using a provision matrix:



	2025			2024
		Expected	Expected		Expected	Expected
	Gross	credit loss	credit loss	Gross	credit loss	credit loss
	$m	rate	$m	$m	rate	$m
Not past due	58.7	0.0%	–	67.6	0.0%	–
Past due 0-30 days	7.4	0.0%	–	9.6	0.4%	–
Past due 31-120 days	3.0	7.1%	(0.2)	1.0	18.7%	(0.3)
Past due > 121 days	0.2	100%	(0.2)	0.9	80.1%	(0.7)
Total	69.3		(0.4)	79.1		(1.0)

The movement in the allowance for expected credit losses during the year was as follows:



	2025	2024
	$m	$m
At 1 January	1.0	0.9
Additional/(released to income statement) – administrative expenses	(0.2)	0.1
Disposal of business	(0.4)	–
At 31 December	0.4	1.0

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its ﬁnancial obligations as they

fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will

always have sufﬁcient liquidity to meet its liabilities when due, under both normal and stressed

conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group’s funding policy is to have committed borrowings in place to cover at least 125% of the

maximum forecast net borrowings for the next 12-month period.

The committed facilities at 31 December were as follows:



	2025			2024
	Total	Undrawn	Drawn	Total	Undrawn	Drawn
	committed	committed	committed	committed	committed	committed
	facilities	facilities	facilities	facilities	facilities	facilities
	$m	$m	$m	$m	$m	$m
US dollar term loan	160.0	–	160.0	75.0	–	75.0
Euro term loan	–	–	–	147.9	–	147.9
RCF	250.0	170.0	80.0	250.0	250.0	–
Lines of credit	11.4	11.2	0.2	6.3	2.1	4.2
Total	421.4	181.2	240.2	479.2	252.1	227.1
of which expires after
more than 1 year		170.0			250.0

In addition, some suppliers have access to utilise the Group’s supplier ﬁnance programme,

which is provided by US Bank. There is no cost to the Group for providing this programme

as the cost is borne by the suppliers. The programme allows suppliers to choose whether they

want to accelerate the payment of their invoices, by the ﬁnancing banks, at a low interest cost.

The amounts outstanding to the banks are presented within trade and other payables, and the

cash flows are presented with cash flows from operating activities. At the end of the period, the

total facility with US Bank was $3.0m (2024: $3.0m), with the net balance outstanding of $nil

(2024: $1.1m).

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23. Financial risk management continued

Exposure to liquidity risk

The maturity analyses for ﬁnancial liabilities showing the anticipated remaining contractual

undiscounted cash flows, including future interest payments, at current-year exchange rates and

assuming floating interest rates remain at the latest ﬁxing rates, are:

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | 31 December 2025 | | | | |
| | Within 1 year | 1 to 2 years | 2 to 5 years | After 5 years | Total |
| | $m | $m | $m | $m | $m |
| Non-derivative | | | | | |
| ﬁnancial liabilities: | | | | | |
| Loans and borrowings | 61.9 | 9.4 | 203.2 | – | 274.5 |
| Trade and other payables | 91.3 | – | – | – | 91.3 |
| Lease liabilities | 4.5 | 3.4 | 7.4 | 9.9 | 25.2 |
| Total | 157.7 | 12.8 | 210.6 | 9.9 | 391.0 |
| Derivative | | | | | |
| ﬁnancial liabilities: | | | | | |
| Interest rate swaps | (0.3) | (0.1) | – | – | (0.4) |
| Commodity swap contracts | 0.2 | – | – | – | 0.2 |
| Total | (0.1) | (0.1) | – | – | (0.2) |

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest

rates, will affect the Group’s income or the value of its holdings of ﬁnancial instruments. The

objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimising the return on risk.

The Group uses derivatives in the ordinary course of business, and also incurs ﬁnancial liabilities,

in order to manage market risks. All such transactions are carried out within the guidelines set by

the Board.

Market risk – currency risk

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated

in a foreign currency other than the respective functional currencies of Group entities, primarily

the US dollar and the euro.

Interest on borrowings is denominated in currencies that match the cash flows generated by the

underlying operations of the Group, primarily US dollar, but also euro. This provides an economic

hedge in instances where hedging derivatives are not entered into. In respect of other monetary

assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure

is kept to an acceptable level by buying or selling foreign currencies at spot rates when

necessary to address short-term imbalances.

The Group’s net investment in overseas subsidiaries creates exposure to foreign exchange

fluctuations. The risk is hedged by US dollar- and euro-denominated drawdowns under the

syndicated facility designated as the hedged item in net investment hedge relationships. This

mitigates the currency risk arising from the retranslation of a subsidiary’s net assets into pounds

sterling, the functional currency of the ultimate parent Elementis plc.

Currency risk sensitivity analysis

The following table illustrates the effect on the income statement and items that are recognised

directly in equity that would result from a 10% strengthening of the US dollar against the following

currencies, before the effect of tax. The analysis covers only ﬁnancial assets and liabilities

held at the balance sheet date and assumes that all other variables, in particular interest rates,

remain constant.



	2025		2024
	Income		Income
	statement	Equity	statement	Equity
	$m	$m	$m	$m
Gain from US dollar strengthening
10% against euro	0.1	0.1	0.4	0.4
Gain/(loss) from US dollar
strengthening 10% against sterling	0.3	(26.4)	0.1	(8.2)

Market risk – interest rate

The Group’s policy is to borrow at both ﬁxed and floating interest rates and to use interest rate

swaps to generate the required interest proﬁle. These interest swaps are designated within cash

flow hedging relationships with the interest payments on the borrowings they are hedging. The

risk being hedged is the exposure of the Group to market rate volatility on a portion of the core

Group debt. The Group policy does not require that a speciﬁc proportion of the Group’s

borrowings are at ﬁxed rates of interest.

Interest rate sensitivity analysis

A change of 100 basis points (“bps”) (1%) in interest rates would have impacted proﬁt or loss by

the amounts shown below. This analysis assumes that all other variables, in particular foreign

currency rates, remain constant.



	2025		2024
	100bps	100bps	100bps	100bps
	increase	decrease	increase	decrease
	$m	$m	$m	$m
Variable rate instruments – gain/(loss)	1.1	(1.1)	0.2	(0.2)

Elementis plc

Annual Report and Accounts 2025

192

23. Financial risk management continued

Notes to the consolidated ﬁnancial statements continued

Market risk – commodity price risk

The Group is exposed to movements in the prices of aluminium commodities it purchases. The

volatility in the prices of these commodities has led to the decision to enter into commodity swap

contracts. The swap contracts do not result in physical delivery, but are designated as cash flow

hedges to offset the effect of price changes.

Commodity price sensitivity analysis

In 2025 and 2024 the Group’s aluminium purchases were fully hedged and all aluminium swap

derivatives achieved hedge accounting; there was no impact on proﬁt or loss and no sensitivity is

presented.

Other market price risk

Equity price risk arises from equity securities held within the Group’s deﬁned beneﬁt pension

obligations. In respect of the US schemes, management monitors the mix of debt and equity

securities in its investment portfolio based on market expectations. The primary goal of the

Group’s investment strategy is to maximise investment returns, without excessive risk-taking,

in order to meet partially the Group’s unfunded beneﬁt obligations; management is assisted by

external advisers in this regard. In respect of the UK scheme, the investment strategy is set by the

trustees and the Board is kept informed.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and

market conﬁdence, sustain future development of the business and maximise shareholder value.

The capital structure of the Group consists of debt (see Note 19), cash and cash equivalents

(see Note 20) and equity attributable to equity holders of the parent comprising capital, reserves

and retained earnings (see Statement of changes in equity).

The Group utilises a mix of debt funding sources including term loans and RCFs from the Group’s

syndicated borrowing facility with differing maturities to ensure continuity and provide flexibility.

The Group is subject to two ﬁnancial covenants which apply to the Group’s syndicated borrowing

facilities. Following the reﬁnancing on 29 May 2024, the Group is required to maintain a ratio of

net debt/EBITDA (post IFRS 16) of less than 3.50x and a minimum net interest cover of 3.0x (in

relation to earnings before net interest expense and tax). The post-IFRS 16 net debt/EBITDA ratio

stood at 1.4x at 31 December 2025 (2024: 1.3x) and the Directors anticipate the strong cash

generation of the Group will continue to drive a deleveraging proﬁle going forward. Net interest

cover at 31 December 2025 was 8.6x (2024: 6.7x).

The Board monitors the adjusted ROCE, both including and excluding goodwill, as deﬁned on

page 209.

The dividend policy is set out in the Chair’s statement on page 8.

24. Leases

Group as lessee

The Group has lease contracts for various items of property, plant, machinery, vehicles and other

equipment used in its operations. Disclosures in relation to right-of-use assets are included within

Note 11 – Property, plant and equipment.

The Group also has certain leases with lease terms of 12 months or less and leases of low-value

assets to which the Group applies the ‘short-term lease’ and ‘lease of low-value assets’

recognition exemptions.

The weighted average incremental borrowing rate applied to lease liabilities is 5.9% (2024: 5.8%).

The following are the amounts recognised in proﬁt or loss:



	2025	2024
	$m	$m
Depreciation expense on right-of-use assets	3.0	5.3
Interest expense on lease liabilities	0.9	1.4
Expense related to short-term leases and low-value assets	0.3	0.3
Expense relating to variable lease payments not included in
lease liabilities	1.0	1.0

Set out below are the carrying amounts of lease liabilities and the movements during the period:



	2025	2024
	$m	$m
At 1 January	34.7	36.2
Remeasurement of lease liabilities	(5.2)
Additions	1.4	4.8
Disposals	(7.2)	–
Interest expense	0.9	1.4
Payments	(5.5)	(6.7)
Foreign exchange movements	1.3	(1.0)
At 31 December	20.4	34.7

The maturity analysis of lease liabilities is as follows:



	2025	2024
	$m	$m
Within one year	4.5	5.9
In the second to ﬁfth years inclusive	10.8	16.7
After ﬁve years	5.1	12.1
At 31 December	20.4	34.7

At 31 December 2025 there were no leases that had not yet commenced to which the Group

had committed.

Financial

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Strategic

Corporate

Shareholder

Statements

Annual Report and Accounts 2025

Report

Governance

Information

193

25. Retirement beneﬁt obligations

The Group has a number of contributory and non-contributory post-retirement beneﬁt

plans providing retirement beneﬁts for the majority of employees and Executive Directors.

At 31 December 2025, the main schemes in the UK and US were of the deﬁned beneﬁt type,

the beneﬁt being based on number of years of service and either the employee’s ﬁnal

remuneration or the employee’s average remuneration during a period of years before retirement.

The assets of these schemes are held in separate trustee-administered funds or are unfunded

but provided for on the Group balance sheet.

The UK deﬁned beneﬁt scheme had a surplus under IAS 19 of $21.1m (2024: $23.0m). In addition,

the US deﬁned beneﬁt scheme also had a surplus under IAS 19 of $5.4m (2024: $4.6m).

In accordance with the requirements of IFRIC 14, management have concluded that the

unconditional right to a refund of any surplus under any winding up of the plan provides sufﬁcient

evidence that an asset ceiling does not exist and as such the full surplus has been recognised.

In addition the Group operates an unfunded post-retirement medical beneﬁt (“PRMB”) scheme in

the US. The entitlement to these beneﬁts is usually based on the employee remaining in service

until retirement age and completion of a minimum service period.

Other employee beneﬁt schemes included in the table overleaf relate to two unfunded pension

schemes, a long-term service award scheme in Germany and a special beneﬁts programme for a

small number of former employees of the Eaglescliffe plant. The Group also acquired two further

unfunded pension schemes and two long-term service award schemes, all in Germany, as part of

the SummitReheis acquisition in 2017. These are included within this category.

The Group also operates a small number of deﬁned contribution schemes, and the contributions

payable during the year are recognised as incurred. The pension charge for the deﬁned

contribution pension schemes for the year is $2.2m (2024: $3.6m).

Employer contributions in 2025 were $nil (2024: $nil) to the UK scheme and $1.9m (2024: $1.0m)

to US schemes. Top-up contributions to the UK scheme in 2026 will be $nil based on the 2024

triennial valuation.

The Group is aware of a case involving Virgin Media and NTL Pension Trustee and the decision

on 24 July 2024, upholding the High Court’s ruling in the Virgin Media v NTL Pension Trustees II

court case relating to section 37 and contracted-out deﬁned beneﬁt scheme amendments.

The Trustees to the scheme have considered the implications of this case for the UK scheme,

and have concluded that no additional liabilities are required as a result of this ruling. This is

because the ruling does not apply to the UK scheme, which was not contracted out over the

relevant period.

Net deﬁned beneﬁt liability

The net liability was as follows:



	UK	US	US
	pension	pension	PRMB
	scheme	schemes	scheme	Other	Total
	$m	$m	$m	$m	$m
2025
Total market value of assets	419.0	88.6	–	–	507.6
Present value of scheme liabilities	(397.9)	(83.2)	(3.3)	(5.4)	(489.8)
Net asset/(liability) recognised in the
balance sheet	21.1	5.4	(3.3)	(5.4)	17.8
2024
Total market value of assets	414.0	88.5	–	–	502.5
Present value of scheme liabilities	(391.0)	(83.9)	(3.4)	(5.2)	(483.5)
Net asset/(liability) recognised in the
balance sheet	23.0	4.6	(3.4)	(5.2)	19.0

Plan assets

Plan assets for the schemes comprise:



	UK	US	US
	pension	pension	PRMB	Other
	scheme	schemes	scheme	schemes	Total
	$m	$m	$m	$m	$m
Equities	–	5.2	–	–	5.2
Bonds 1	402.1	67.4	–	–	469.5
Cash/liquidity funds	16.9	16.0	–	–	32.9
At 31 December 2025	419.0	88.6	–	–	507.6
Equities	60.0	4.8	–	–	64.8
Bonds 1	297.9	72.1	–	–	370.0
Cash/liquidity funds	56.1	11.6	–	–	67.7
At 31 December 2024	414.0	88.5	–	–	502.5

Including LDI repurchase agreement liabilities.

To reduce volatility risk, a liability-driven investment (“LDI”) strategy forms part of the Trustees’

management of the UK deﬁned beneﬁt scheme’s assets, including government bonds, corporate

bonds and derivatives. The bond assets category in the table above includes gross assets of

$432.7m (2024: $298.3m) and associated repurchase agreement liabilities of $30.6m (2024: $nil).

Repurchase agreements are entered into with counterparties to better offset the scheme’s

exposure to interest and inflation rates, while remaining invested in assets of a similar risk proﬁle.

Interest rate and inflation rate derivatives are also employed to complement the use of ﬁxed and

index-linked bonds in matching the proﬁle of the scheme’s liabilities.

Elementis plc

Annual Report and Accounts 2025

194

Notes to the consolidated ﬁnancial statements continued

25. Retirement beneﬁt obligations continued

All equities, bonds and liquidity funds have quoted prices in active markets. Other assets include

insured annuities, an insurance fund and various swap products.

Within the UK pension scheme, the current asset allocation is approximately 71% in a liability

matching fund consisting of gilts (ﬁxed interest and index linked), bonds, cash and swaps, 23% in

a buy and maintain fund, and 6% in an investment fund that includes various equity and equity-

like funds. The aim of the trustees is to manage the risk relative to the liabilities associated with

the scheme’s investments through a combination of diversiﬁcation, inflation protection and

hedging of risk (currency, interest rate and inflation risk). The US scheme currently has

approximately 6% of its asset value invested in a range of equity funds designed to target higher

returns and thus reduce the pension deﬁcit, with the balance invested in ﬁxed-income bonds and

cash. The strategy is that as the deﬁcit reduces, a greater proportion of investments will be made

into liability matching funds.

Fair value of plan assets

Changes in the fair value of plan assets for the schemes are as follows:



	UK	US	US
	pension	pension	PRMB	Other
	scheme	schemes	scheme	schemes	Total
	$m	$m	$m	$m	$m
At 1 January 2024	483.6	93.8	–	–	577.4
Expected return	20.7	4.3	–	–	25.0
Running costs	(1.4)	(0.4)	–	–	(1.8)
Actuarial gains	(46.2)	(2.2)	–	–	(48.4)
Contributions by employer	–	0.4	–	–	0.4
Beneﬁts paid	(34.9)	(7.4)	–	–	(42.3)
Exchange differences	(7.8)	–	–	–	(7.8)
At 31 December 2024	414.0	88.5	–	–	502.5
Expected return	22.7	4.5	–	–	27.2
Running costs	(2.1)	(0.5)	–	–	(2.6)
Actuarial losses	(10.3)	1.8	–	–	(8.5)
Contributions by employer	–	1.2	–	–	1.2
Beneﬁts paid	(35.7)	(6.9)	–	–	(42.6)
Exchange differences	30.4	–	–	–	30.4
At 31 December 2025	419.0	88.6	–	–	507.6

Deﬁned beneﬁt obligation

Changes in the present value of the deﬁned beneﬁt obligation for the schemes are as follows:



	UK	US	US
	pension	pension	PRMB	Other
	scheme	schemes	scheme	schemes	Total
	$m	$m	$m	$m	$m
At 1 January 2024	(444.9)	(90.4)	(3.4)	(5.6)	(544.3)
Service cost	(0.1)	(0.3)	–	(0.1)	(0.5)
Past service cost	–	–	–	–	–
Interest cost	(19.0)	(4.2)	(0.2)	(0.2)	(23.6)
Actuarial gains/(losses)
– demographic assumptions	8.5	–	–	–	8.5
– ﬁnancial assumptions	26.8	4.1	(0.4)	–	30.5
– experience adjustments	(4.4)	(0.5)	–	–	(4.9)
Beneﬁts paid	34.9	7.4	0.6	0.3	43.2
Exchange differences	7.2	–	–	0.4	7.6
At 31 December 2024	(391.0)	(83.9)	(3.4)	(5.2)	(483.5)
Service cost	(0.1)	(0.4)	–	(0.1)	(0.6)
Past service cost	–	–	–	–	–
Interest cost	(21.4)	(4.3)	(0.2)	(0.2)	(26.1)
Actuarial gains/(losses)
– demographic assumptions	(0.5)	–	–	–	(0.5)
– ﬁnancial assumptions	11.4	(1.2)	(0.4)	0.1	9.9
– experience adjustments	(3.7)	(0.3)	–	–	(4.0)
Beneﬁts paid	35.7	6.9	0.7	0.5	43.8
Exchange differences	(28.3)	–	–	(0.5)	(28.8)
At 31 December 2025	(397.9)	(83.2)	(3.3)	(5.4)	(489.8)

Recognised in proﬁt and loss



	2025	2024
	$m	$m
Current service cost	(0.6)	(0.5)
Running costs	(2.6)	(1.8)
Net interest income	1.1	1.4
Total	(2.1)	(0.9)

Financial

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Strategic

Corporate

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Statements

Annual Report and Accounts 2025

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Governance

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195

25. Retirement beneﬁt obligations continued

Recognised in statement of other comprehensive income



	2025	2024
	$m	$m
Return on plan assets excluding interest income	(8.5)	(48.4)
Actuarial (losses)/gains arising from demographic assumptions	(0.5)	8.5
Actuarial gains from ﬁnancial assumptions	9.9	30.5
Actuarial losses arising from experience adjustment	(4.0)	(4.9)
Exchange differences	1.6	(0.2)
Total	(1.5)	(14.5)

Actuarial assumptions

A full actuarial valuation was carried out as at 30 September 2025 for the UK scheme and as at

31 December 2025 for the US schemes.

The principal assumptions used by the actuaries for the major schemes have been updated by

the actuaries at the balance sheet date and were as follows:



	UK		US
	2025	2024	2025	2024
	%	%	%	%
Rate of increase in salaries	3.9	4.3	3.0	3.0
Rate of increase in pensions payment	2.8	3.1	n/a	n/a
Discount rate	5.4	5.4	5.2	5.4
Inflation	2.9	3.3	2.4	2.4

The assumed life expectancies on retirement are:



	UK		US
	2025	2024	2025	2024
	years	years	years	years
Retiring at 31 December
Males	21	21	21	21
Females	23	23	23	23
Retiring in 20 years
Males	22	22	21	21
Females	25	25	23	23

The main assumptions for the PRMB scheme are a discount rate of 5.2% (2024: 5.4%) per annum

and a healthcare cost trend of 6.2% (2024: 6.8%) per annum for claims pre age 65, reducing to

4.1% per annum by 2034 (2024: 4.0%). Actuarial valuations of retirement beneﬁt plans in other

jurisdictions have either not been updated for IAS 19 purposes or have been disclosed separately

because of the costs involved and the considerably smaller scheme sizes and numbers of

employees involved.

At 31 December 2025, the weighted average duration of the deﬁned beneﬁt obligations for the

major schemes was as follows:

UK: 9 years

US: 8 years

Sensitivity analysis

The sensitivities regarding the principal assumptions used to measure the scheme liabilities are

set out below:



Assumption	Change in assumption	Impact on UK scheme	Impact on US scheme
Discount rate	Increased/	Decreased/	Decreased/
	decreased by 0.5%	increased by 4%	increased by 4%
Rate of inflation	Increased/	Increased/	Increased/
	decreased by 0.5%	decreased by 3%	decreased by 0%
Rate of salary growth	Increased/	Increased/	Increased/
	decreased by 0.5%	decreased by 0%	decreased by 0%
Rate of mortality	Increased	Increased by 5%	Increased by 3%
	by 1 year

The sensitivity analyses above have been determined based on a method that extrapolates the

impact on the deﬁned beneﬁt obligation as a result of reasonable changes in key assumptions

occurring at the end of the reporting period. These sensitivities have been calculated to show the

movement of the deﬁned obligation following a change in a particular assumption in isolation,

assuming no other changes in market conditions.

Elementis plc

Annual Report and Accounts 2025

196

Notes to the consolidated ﬁnancial statements continued

26. Share-based payments

The Group maintains a number of active share option and award plans and schemes for its

employees. These are as follows:

Savings-related options

Options are granted under the tax-advantaged Save As You Earn (“SAYE”) share option scheme

in the UK. The SAYE allows UK-based eligible employees to acquire options over the Company’s

shares at a discount of up to 20% of their market value at the date of grant. Options are normally

exercisable during the six-month period following either the third or ﬁfth anniversary of the start

of the relevant savings contract. Savings contracts are subject to the statutory savings limit of

£500 per month.

US-based employees can enter into a similar share-save scheme. Employees can enter into

two-year savings contracts saving up to a maximum of $2,000 per month, allowing eligible

employees to acquire options over the Company’s shares at a discount of up to 15% of their

market value at the date of grant.

Long-term incentive plan awards

The LTIP is a discretionary employee share scheme for Executive Directors and senior managers

within the Company. The vesting of the awards are subject to performance conditions over a

three-year period at the discretion of the Remuneration Committee. The performance conditions

of the LTIP are detailed in the Remuneration Report on pages 121 and 122. As approved at the

2018 AGM, restricted shares (i.e. shares that vest based on time only) are awarded to participants

below Board level. Shadow LTIPs are in place for senior managers based in China and Malaysia.

Deferred share bonus plan (“DSBP”) awards

The DSBP operates exclusively for the Executive Directors. Under this scheme, 50% of any cash

bonus payable is awarded in shares and deferred for two years. There are no other performance

conditions other than continued employment.

Legacy schemes

Prior to the introduction of the LTIP for senior managers, certain employees participated in the

Executive Share Option Scheme (“ESOS”). The ESOS, except for outstanding awards which will

run their course, has been discontinued. The Company operated a shadow ESOS for a number

of senior managers, who were employed or based in China or Malaysia.

Share-based payment awards were valued (as shown in the table below) using the binomial

option pricing model. The weighted fair value per award granted and the weighted average

assumptions used in the calculations are as follows:



	2025	2024
Fair value per option (pence)	130.7	133.5
Expected volatility (%)	28.0	31.0
Risk-free rate (%)	3.9	3.9
Expected dividend yield (%)	2.4	2.1

Expected volatility was determined by calculating the historical volatility of the Company’s share

price over the previous ﬁve years. The expected life used in the model has been adjusted, based

on management’s best estimate, for the effects of non-transferability, exercise restrictions and

behavioural considerations.

The Group recognised total expenses of $6.9m (2024: $6.1m) related to share-based payment

transactions during the year.

At 31 December 2025, the following options/awards to subscribe for ordinary shares were

outstanding:


		Exercisable		At 1				At 31
	Exercise			January				December
	price			2025	Granted	Exercised	Expired	2025
Year of grant	(p) 1	From	To	’000	’000	’000	’000	’000
UK savings-related share option scheme
2021	117.00	01/11/24	01/05/25	9	–	(9)	–	–
2022	88.00	01/11/25	01/05/26	108	–	(72)	(5)	31
2023	91.00	01/11/26	01/05/27	292	–	–	(10)	282
2023	91.00	01/11/28	01/05/29	49	–	–		49
2024	126.00	01/11/27	01/05/28	131	–	–	(36)	95
2025	134.00	16/09/28	01/05/29	–	117	–	(3)	114
				589	117	(81)	(54)	571
US savings-related share option scheme
2022	92.31 15/09/24		15/12/24	118	–	(6)	(112)	–
2023	94.86 15/09/25		15/12/26	195	–	(125)	(30)	40
2024	140.25 15/09/26		15/12/27	233	–	–	(19)	214
2025	137.53 22/09/27		15/12/28	–	109	–	–	109
				546	109	(131)	(161)	363

Financial

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Statements

Annual Report and Accounts 2025

Report

Governance

Information

197

26. Share-based payments continued


		Exercisable		At 1				At 31
	Exercise			January				December
	price			2025	Granted	Exercised	Expired	2025
Year of grant	(p) 1	From	To	’000	’000	’000	’000	’000
Executive share option schemes/awards
granted under the LTIP 7
2015	290.20	27/04/18	27/04/25	7	–	–	(7)	–
2016	218.17	04/04/19 04/04/26		21	–	–	–	21
2017 3	Nil	07/03/17	07/03/27	92	–	–	–	92
2017 5	Nil	07/03/19	07/03/27	7	–	–	–	7
2017 6	Nil	07/03/20	07/03/27	17	–	–	–	17
2017 2	264.66	03/04/20	03/04/27	31	–	–	–	31
2018 5	Nil	05/03/20	05/03/28	73	–	–	–	73
2019 5	Nil	06/03/21	06/03/29	49	–	–	–	49
2020 5	Nil	05/03/23	05/03/30	76	–	–	–	76
2020 4,7	Nil	07/04/23	07/04/30	7	–	(7)	–	–
2020 4,7	Nil	07/04/23	07/04/30	31	–	(31)	–	–
2020 4,7	Nil	07/04/23	07/04/30	24	–	(12)	–	12
2020 4,7	Nil	07/04/23	07/04/30	9	–	–	–	9
2021 7	Nil	06/04/24	06/04/31	22	–	(22)	–	–
2021 7	Nil	06/04/24	06/04/31	57	–	(48)	–	9
2021 7	Nil	06/04/24	01/10/31	26	–	(10)	–	16
2022 7	Nil	05/03/25	05/03/32	213	–	–	–	213
2022 4,7	Nil	01/04/25	01/04/32	4,309	–	(2,539)	(1,701)	69
2022 7	Nil	29/06/25	29/06/32	81	–	(69)	–	12
2022	Nil	19/10/24	19/10/32	12	–	(12)	–	–
2022	Nil	01/12/25	01/12/32	18	–	(18)	–	–
2023 5	Nil	31/07/25	08/03/33	374	–	(374)	–	–
2023 8	Nil	31/03/26	08/03/33	148	–	–	–	148
2023 4,7	Nil	03/04/26	03/04/33	4,521	–	(95)	(644)	3,782
2023	Nil	21/06/25	21/06/33	20	–	(20)	–	–
2023	Nil	24/07/25	24/07/33	14	–	–	(14)	–
2023 8	Nil	03/04/25	03/04/33	288	–	(95)	(7)	186
2024 8	Nil	31/03/26	08/03/34	138	–	–	–	138
2024 5	Nil	31/07/25	08/03/34	324	–	(324)	–	–


		Exercisable		At 1				At 31
	Exercise			January				December
	price			2025	Granted	Exercised	Expired	2025
Year of grant	(p) 1	From	To	’000	’000	’000	’000	’000
2024 4,7	Nil	08/04/27	08/04/34	3,660	–	–	(1,018)	2,642
2024	Nil	08/04/26	08/04/26	27	–	–	–	27
2024 7	Nil	07/10/27	07/10/27	155	–	–	(3)	152
2025 6	Nil	31/03/26	30/05/35	–	146	–	–	146
2025 6	Nil	31/07/25	30/05/35	–	324	(324)	–	–
2025 4,7	Nil	30/05/28	30/05/35	–	2,977	–	(130)	2,847
2025 8	Nil	30/05/27	30/05/35	–	72	–	–	72
2025	Nil	03/04/26	26/05/35	–	106	–	–	106
2025	Nil	08/04/27	26/05/35	–	45	–	–	45
2025	Nil	26/08/28	26/08/35	–	68	–	–	68
2025	Nil	03/11/28	03/11/35	–	426	–	–	426
2025	Nil	26/11/27	26/11/35	–	64	–	–	64
				14,562	4,228	(3,905)	(3,517)	11,368

Where necessary option prices were adjusted by a factor of 1.092715 to reflect the dilutive effects of the

2018 Rights Issue.

These options include cash-settled shadow executive options granted to a number of executives on the same

basis as the executive options (with the same performance conditions and exercise provisions). These shadow

options are included in the calculation of the total expenses recognised by the Group related to share-based

payments. The closing balance of the options shown above include no shadow options.

Awards made as one-off agreements that borrow from the terms of the LTIP.

These options include cash-settled shadow LTIPs granted to a number of executives on the same basis as the

LTIP (with the same performance conditions and exercise provisions). These shadow LTIPs are included in the

calculation of the total expenses recognised by the Group related to share-based payments.

Conditional share award under the DSBP.

Awards made as one-off agreements under the DSBP (nil cost options).

The closing balance of 2020, 2021, 2022, 2023, 2024 and 2025 LTIPs shown above include approximately

21,068, 24,836, 80,117, 44,651, 107,073 and 85,866 shadow LTIPs respectively.

Conditional share award under the DSBP (nil cost award, structured as restricted share units).

Elementis plc

Annual Report and Accounts 2025

198

Notes to the consolidated ﬁnancial statements continued

26. Share-based payments continued

The weighted average remaining contractual life of the above shares outstanding at 31 December

2025 was 6.2 years (2024: 5.6 years).

The weighted average exercise prices of options disclosed in the previous table were as follows:



	2025	2024
	Average	Average
	exercise price	exercise price
	(p)	(p)
At 1 January	8.6	8.6
Granted	6.9	10.5
Exercised	6.6	10.4
Expired	6.4	12.3
At 31 December	9.9	8.6
Exercisable at 31 December	20.1	38.3

The weighted average share price at the date of exercise of share options exercised during the

year was 6.7 pence (2024: 10.6 pence).

The number of exercisable options outstanding as at 31 December 2025 was 963,789

(2024: 667,924).

27. Related-party transactions

The Company is a guarantor to the UK pension scheme under which it guarantees all current and

future obligations of UK subsidiaries currently participating in the pension scheme to make

payments to the scheme, up to a speciﬁed maximum amount. The maximum amount of the

guarantee is that which is needed (at the time the guarantee is called on) to bring the scheme’s

funding level up to 105% of its liabilities, calculated in accordance with section 179 of the

Pensions Act 2004. This is also sometimes known as a Pension Protection Fund (“PPF”)

guarantee, as having such a guarantee in place reduces the annual PPF levy on the scheme.

The Group consists of the parent company, Elementis plc, being the ultimate parent company of

the Group, incorporated in the United Kingdom and its subsidiaries and associates. In

accordance with Section 409 of the Companies Act 2006, a full list of related undertakings, the

country of incorporation and the effective percentage of equity owned as at 31 December 2025 is

disclosed in Note 6 to the parent company ﬁnancial statements.

The remuneration of key management personnel of the Group, which is deﬁned as the Board of

Directors, is shown below:



	2025	2024
	$m	$m
Salaries and short-term employee beneﬁts	4.1	4.1
Post-employment beneﬁts	0.3	0.3
Other long-term beneﬁts	0.3	0.3
Share-based payments	3.2	1.8
Total	7.9	6.5

Full details of all elements of the remuneration of Directors is set out in the Directors’

Remuneration report on pages 121-143.

28. Movement in net borrowings

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| Change in net borrowings resulting from cash flows: | | |
| Decrease in cash and cash equivalents | (15.6) | (3.2) |
| Increase in short-term borrowings | (50.0) | – |
| Decrease in long-term borrowings | 47.8 | 34.8 |
| | (17.8) | 31.6 |
| Currency translation differences | (10.4) | 7.3 |
| (Increase)/decrease in net borrowings | (28.2) | 38.9 |
| Held for sale cash | – | 5.9 |
| Net borrowings at 1 January | (157.2) | (202.0) |
| Net borrowings at 31 December | (185.4) | (157.2) |

Financial

Elementis plc

Strategic

Corporate

Shareholder

Statements

Annual Report and Accounts 2025

Report

Governance

Information

199

28. Movement in net borrowings continued

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | Bank and other | Lease | Total ﬁnancing | Cash and cash | Net debt and |
| | borrowings | liabilities | liabilities | equivalents | lease liabilities |
| | $m | $m | $m | $m | $m |
| At 1 January 2024 | (267.8) | (35.5) | (303.3) | 65.8 | (237.5) |
| Exchange rate | | | | | |
| adjustments | 10.1 | 0.8 | 10.9 | (2.7) | 8.2 |
| Cash flows from | | | | | |
| ﬁnancing activities | 34.8 | 6.7 | 41.5 | 2.7 | 44.2 |
| Other movements | – | (6.4) | (6.4) | – | (6.4) |
| Transferred to held | | | | | |
| for sale | – | – | – | (5.9) | (5.9) |
| At 31 December 2024 | (222.9) | (34.4) | (257.3) | 59.9 | (197.4) |
| Exchange rate | | | | | |
| adjustments | (14.9) | (1.4) | (16.3) | 4.4 | (11.9) |
| Business disposed | – | 7.2 | 7.2 | – | 7.2 |
| Cash flows from | | | | | |
| ﬁnancing activities | (2.2) | 5.5 | 3.3 | (15.6) | (12.3) |
| Other movements | – | 2.7 | 2.7 | 5.9 | 8.6 |
| At 31 December 2025 | (240.0) | (20.4) | (260.4) | 54.6 | (205.8) |

Included in the net movement of other loans and borrowings of $79.7m (2024: $9.6m) are total

drawdowns of $115.4m (2024: $86.6m) and total repayments of $35.7m (2024: $96.2m).

29. Dividends

An interim dividend of 1.3 cents per share (2024: 1.1 cents per share) was paid on 26 September

2025, and the Group is proposing a ﬁnal dividend for the year of 3.0 cents per share

(2024: 2.9 cents per share). The total dividend for the year is 4.3 cents per share

(2024: 4.0 cents per share).

The amount payable for the ﬁnal dividend, based on the anticipated number of qualifying ordinary

shares registered on the record date, is $17.1m. If approved at the AGM, the dividend will be paid

on 29 May 2026 to shareholders included on the share register on 1 May 2026.

The payment of this dividend will not have any tax consequences for the Group.

30. Contingent liabilities

As is the case with other chemical companies, the Group occasionally receives notice of litigation

relating to regulatory and legal matters. A provision is recognised when the Group believes it has

a present legal or constructive obligation as a result of a past event, and it is probable that an

outflow of economic beneﬁts will be required to settle the obligation. Where it is deemed that an

obligation is merely possible and that the probability of a material outflow is not remote, the

Group would disclose a contingent liability.

During 2021 HM Revenue and Customs (“HMRC”) opened a tax audit into the 2019 tax returns of

certain UK Group entities, focused speciﬁcally on the tax-efﬁcient ﬁnancing structure set up in

2014. The Group has been working constructively with HMRC and will move to settle some

aspects of the audit, reflected in the tax provision booked within the 2025 Annual Report and

Accounts.

On other matters the Group continues to come to a different conclusion to HMRC, based on legal

advice received, and will continue discussions. At this stage management have concluded that

there is a possible obligation with an outcome ranging from $0m to $32.5m.

During Q4 2023, an environmental incident occurred at the Eaglescliffe site, which, following

investigation during H1 2024, is likely to require additional remediation work at the site and could

result in a ﬁne from the relevant supervisory body. Under the terms of the sale and purchase

agreement with Flacks Group, signed in March 2025, Flacks Group are responsible for the cost of

any remediation and associated ﬁne. As the terms of the sale and purchase agreement state that

Elementis must pay any amount due and then reclaim the amount from Flacks Group via the

indemnity clause we have disclosed the event. Management have concluded at this stage that the

obligation cannot be measured with sufﬁcient reliability.

31. Events after the balance sheet date

On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical

manufacturing business to Associated British Foods for an enterprise value of c.€34m (equivalent

to c.$40m). Completion of the transaction is subject to customary closing conditions and

regulatory approvals and is expected to occur in Q2 2026.

There were no other signiﬁcant events after the balance sheet date.

32. Business acquisitions

2025 business acquisitions

On 26 November 2025 the Group acquired 100% of the outstanding shares of Alchemy

Ingredients Limited (“Alchemy”) for consideration of £18.7m ($24.7m), with cash acquired of

£1.9m ($2.5m).

Alchemy is a leading creator of innovative, high-quality, sustainable ingredients for the global

personal care industry, focused on rheology modiﬁers that affect a material’s flow to enhance the

performance and appeal of cosmetics and skin care.

Elementis plc

Annual Report and Accounts 2025

200

32. Business acquisitions continued

Notes to the consolidated ﬁnancial statements continued

Details of provisional fair value of assets and liabilities acquired at 26 November 2025 were:



	2025
	$m
Intangible assets	11.9
Inventories	1.3
Trade and other receivables	1.1
Total assets	14.3
Trade and other payables	(0.4)
Tax liabilities	(3.0)
Total liabilities	(3.4)
Net assets acquired	10.9
Goodwill arising from acquisition of Alchemy	11.3
	22.2

At 31 December 2025, the accounting for the acquisition is provisional and any adjustments

ultimately deemed necessary to these provisional amounts will be recognised within 12 months of

the acquisition date, in accordance with IFRS 3.

The fair value of consideration is £18.7m ($24.7m) which includes £17.1m ($22.6m) of cash

proceeds, £1.5m ($2.0m) of contingent consideration which is payable within 18 months of the

transaction, and £0.1m ($0.1m) which was paid in February 2026.

The fair value determination of contingent consideration is dependent on the outcome of a

compliance review. The outcome of the review may result in a reduction of some or all of the

contingent consideration payable to the seller.

At 31 December 2025, the compliance review remains ongoing and therefore it is not possible to

reliably estimate the fair value of the contingent consideration. The full amount of the contingent

consideration has been included as consideration in the provisional acquisition accounting.

Included in the net assets acquired are intangible assets of £9.0m ($11.9m) relating to customer

relationships, technology and brand, which have been identiﬁed and measured at their acquisition

date fair value. The valuation techniques used for measuring these intangible assets were:

Customer relationships of £2.7m ($3.5m) with a useful life of 15 years, have been valued using

a distributor method, in which the value is equal to the present value of the projected return

that would be required by a distributor over the relationship’s life.

Technology of £5.9m ($7.8m) with a useful life of 14 years, has been valued using a functional

multi-period excess earnings method, in which the value is estimated by discounting the

after-tax operating earnings associated with the asset after fair returns (or costs associated

with the main functions of the business that are unrelated to the asset) have been deducted.

Brand of £0.4m ($0.6m) with a useful life of 10 years, has been valued using a relief from

royalty method.

The fair value of consideration, net of cash acquired, have been allocated against net assets

acquired, with the remaining balance recognised as goodwill arising from the acquisition. The

goodwill arising from the acquisition reflects both the capabilities of the acquired entities’

personnel and the synergistic opportunities going forward; neither of which can be allocated to

an identiﬁable intangible asset.

Goodwill arising from the acquisition was determined as follows:



	2025
	$m
Consideration	24.7
Cash acquired	(2.5)
Consideration net of cash acquired	22.2
Fair value of net assets acquired	10.9
Goodwill arising from the acquisition of Alchemy	11.3

There were a number of one-off costs associated with the acquisition of Alchemy, primarily

advisor and other fees, that have not been capitalised in accordance with IFRS 3. These costs

have been reflected as adjusting items within Note 5 and recognised in administrative expenses

and operating cash.

Alchemy contributed $0.5m to the Group’s revenue, $nil to operating proﬁt and $0.1m to adjusted

operating proﬁt.

The estimated contribution of Alchemy to the results of the Group, had the acquisition been made

on 1 January 2025, and assuming that the fair value adjustments that arose on acquisition would

have been the same at the earlier date, would be $6.7m to the Group’s revenue, $1.1m to

operating proﬁt and $2.0m to adjusted operating proﬁt.

33. Business exits

2025 business exits

On 27 May 2025, Elementis entered into an agreement to sell its Talc business to IMI Fabi S.p.A.

for gross cash proceeds of €52.2m ($60.2m), and cash sold of €6.8m ($7.7m). The sale was

completed on 27 May 2025.

Financial

Elementis plc

Strategic

Corporate

Shareholder

Statements

Annual Report and Accounts 2025

Report

Governance

Information

201

33. Business exits continued

Details of the carrying value of assets and liabilities sold at 27 May 2025 were:



	2025
	$m
Intangible assets	1.4
Property, plant and equipment	182.3
Inventories	24.8
Trade and other receivables	23.6
Total assets	232.1
Trade and other payables	(17.6)
Provisions	(43.3)
Retirement beneﬁt obligations	(0.1)
Tax liabilities	(0.8)
Lease liabilities	(7.3)
Total liabilities	(69.1)
Net assets sold	163.0

Included within the loss from discontinued operations were:



	2025	2024
	$m	$m
Revenue	66.8	134.5
Expenses	(65.4)	(257.1)
Loss on sale of the Talc business	(110.5)	–
Recycling of deferred foreign exchange gains	2.0	–
Operating loss	(107.1)	(122.6)
Finance expenses	(0.6)	(1.4)
Loss before income tax	(107.7)	(124.0)
Income tax credit	(0.1)	27.4
Loss from discontinued operations	(107.8)	(96.6)

The loss on sale of the Talc business was determined as follows:



	2025
	$m
Consideration	60.2
Cash sold	(7.7)
Gross cash proceeds net of cash sold	52.5
Carrying value of net assets sold	163.0
Loss on sale of the Talc business	(110.5)

The Talc business incurred total employee costs of $8.8m (2024: $22.8m)

2024 business exits

On 6 March 2024, Elementis entered into an agreement to sell its former Chromium

manufacturing site at Eaglescliffe to Flacks Group for gross cash proceeds of £nil ($nil),

with cash sold of £8.3m ($11.1m). The sale was completed on 14 October 2025. Details of the

carrying value of assets and liabilities sold at 14 October 2025:



	2025
	$m
Trade and other receivables	0.6
Total assets	0.6
Trade and other payables	(0.1)
Provisions	(18.5)
Total liabilities	(18.6)
Net liabilities sold	(18.0)

The gain on sale of Eaglescliffe site was determined as follows:



	2025
	$m
Consideration	–
Cash sold	(11.1)
Gross cash proceeds net of cash sold	(11.1)
Carrying value of net liabilities sold	(18.0)
Gain on sale of Eaglescliffe site	6.9

Note

2025

£m

2024

£m

Non-current assets

Investments

807.1

790.5

Trade and other receivables

–

12.7

Total non-current assets

807.1

803.2

Current assets

Cash and cash equivalents

3.4

–

Total current assets

3.4

–

Total assets

810.5

803.2

Current liabilities

Trade and other payables

(12.6)

(203.5)

Total current liabilities

(12.6)

(203.5)

Total liabilities

(12.6)

(203.5)

Net assets

797.9

599.7

Equity

Share capital

28.5

29.5

Share premium

178.0

Capital redemption reserve

84.4

83.3

Other reserves

250.5

Share option reserve

38.7

33.4

Retained earnings

217.8

25.0

Total equity

797.9

599.7

The Company recognised a proﬁt for the ﬁnancial year ended 31 December 2025 of £251.5m (2024 restated proﬁt: £2.2m). Refer to Note 4 of the Company ﬁnancial statements for further details.

The ﬁnancial statements of Elementis plc, registered number 3299608, on pages 202-207 were approved by the Board on 4 March 2026 and signed on its behalf by:

Luc van Ravenstein

Kath Kearney-Croft

CEO

CFO

Company balance sheet

At 31 December 2025

202

Elementis plc

Annual Report and Accounts 2025

Note

2025

2024

capital

£m

premium

£m

Capital

redemption

reserve

£m

Other

reserves

£m

options

reserve

£m

Retained

earnings

£m

Total

£m

capital

£m

premium

£m

Capital

redemption

reserve

£m

Other

reserves

£m

options

reserve

£m

Retained

earnings

£m

Total

£m

Balance at 1 January

29.5

178.0

83.3

250.5

33.4

25.0

599.7

29.4

177.7

83.3

250.5

28.9

37.6

607.4

Comprehensive income:

Proﬁt for the year

–

251.5

–

2.2

Other comprehensive income:

–

Total comprehensive income

–

251.5

–

2.2

Transactions with owners:

Issue of shares by the Company

0.1

–

0.2

0.3

0.1

0.3

–

0.4

Purchase of shares by

the Company

(1.1)

–

1.1

–

(40.0)

–

Dividends paid

–

(18.9)

–

(14.8)

Share-based payments

–

5.3

–

5.3

–

4.5

–

4.5

Total transactions with owners

(1.0)

–

1.1

–

5.3

(58.7)

(53.3)

0.1

0.3

–

4.5

(14.8)

(9.9)

Balance at 31 December

28.5

178.0

84.4

250.5

38.7

217.8

797.9

29.5

178.0

83.3

250.5

33.4

25.0

599.7

Refer to Note 4 to the Company ﬁnancial statements for further details on proﬁt for the year.

The Company’s distributable reserves amount to £217.8m (2024: £25.0m) at the end of the period. The Company regularly reviews its distributable reserves and makes dividend recapitalisations as

and when necessary to ensure it can make all expected dividend payments. The Company has sufﬁcient subsidiary reserves to enable such recapitalisations in 2026 and beyond.

For more information on the dividend declared and the dividend per share, please see Note 29 of the Group ﬁnancial statements.

Company statement of changes in equity

for the year ended 31 December 2025

203

Elementis plc

Annual Report and Accounts 2025

Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

1. General information

Elementis plc is a public company limited by shares and is incorporated and domiciled in

England. The address of its registered ofﬁce is The Bindery, 5th Floor, 51-53 Hatton Garden,

London, EC1N 8HN. The principal activity of the Company is to act as the ultimate holding

company of the Elementis Group of companies.

2. Basis of preparation

The Company’s ﬁnancial statements have been prepared under the historical cost convention, in

compliance with applicable United Kingdom accounting standards, including Financial Reporting

Standard 101 – ‘Reduced Disclosure Framework – Disclosure exemptions from UK adopted IFRS

for qualifying entities’ (FRS 101), and with the Companies Act 2006. The Company has presented

its results under FRS 101.

As a qualifying entity whose results are consolidated in the Elementis plc consolidated ﬁnancial

statements on pages 142 to 185, the Company has taken advantage of the exemption under FRS

101 from preparing a statement of cash flows and associated notes, the effects of new but not yet

effective IFRSs, disclosures in respect of transactions and the capital management of wholly

owned subsidiaries and key management personnel compensation disclosures.

As the consolidated ﬁnancial statements include equivalent disclosures, the Company has also

taken the disclosure exemptions under FRS 101 in respect of certain requirements of IAS 1, IAS 7

statement of cash flows, IAS 8 accounting policies, IAS 24 related party disclosures, IAS 36

impairment of assets, group settled share-based payments under IFRS 2 share-based payment,

IFRS 3 business combinations, IFRS 5 non-current assets held for sale and discontinued

operations, disclosures required by IFRS 7 ﬁnancial instruments disclosures and by IFRS 13 fair

value measurement, IFRS 15 revenue from contracts with customers and IFRS 16 leases.

By virtue of section 408 of the Companies Act 2006, the Company is exempt from presenting an

income statement and disclosing employee numbers and staff costs.

As a consequence of the majority of the Company’s assets, liabilities and expenses originating in

pounds sterling, the Company has chosen pounds sterling as its reporting currency.

The ﬁnancial statements have been prepared on a going concern basis. The rationale for

adopting this basis is discussed in the Directors’ report on page 56.

3. Summary of signiﬁcant accounting policies

The principal accounting policies applied in the preparation of these ﬁnancial statements are set

out below. These policies have been consistently applied to all the years presented, unless

otherwise stated. The Company has adopted FRS 101 in these ﬁnancial statements.

Foreign currencies

Transactions in foreign currencies are recorded at the rates of exchange ruling at the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are translated

using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains

and losses on translation are included in the proﬁt and loss account.

Investments

Investments in subsidiaries are included in the balance sheet at cost less accumulated

impairment losses.

Potential indicators of impairment, including the market capitalisation of the Group dropping

below the net assets of Elementis plc, have been considered. The recoverable amounts of

cash-generating units as determined for the impairment testing of goodwill also support the

recoverable amounts of the Company’s investments.

Dividends on shares presented within shareholders’ funds

Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the

extent that they are appropriately authorised and are no longer at the discretion of the Company.

Pensions and other post-retirement beneﬁts

The Company participates in the Elementis Group deﬁned beneﬁt pension scheme. The assets of

the scheme are held separately from those of the Company. Details of the latest valuation carried

out in September 2025 can be found in Note 25 to the Group ﬁnancial statements. Following the

introduction of the revised reporting standard, any surplus or deﬁcit in the Elementis Group

deﬁned beneﬁt pension scheme is to be reported in the ﬁnancial statements of Elementis UK

Limited, which employs the majority of active members of the scheme and is responsible for

making deﬁcit contributions under the current funding plan.

Taxation

Deferred tax is provided on temporary differences between the carrying amounts of assets and

liabilities for ﬁnancial reporting purposes and the amounts used for taxation purposes. There

were no signiﬁcant judgements or estimates necessary in 2025.

Changes in accounting policies

The accounting policies adopted are consistent with those of the previous ﬁnancial year.

Share-based payments

The fair value of share options granted to employees is recognised as an expense with a

corresponding increase in equity. Where the Company grants options over its own shares to the

employees of its subsidiaries, it recognises in its individual ﬁnancial statements an increase in the

cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge

recognised in its subsidiaries’ ﬁnancial statements, with the corresponding credit being

recognised directly in equity. The fair value is measured at the grant date and spread over the

period during which the employees become unconditionally entitled to the options. The fair value

of the options granted is measured using a binomial model, taking into account the terms and

conditions upon which the options were granted. The amount recognised as an expense is

adjusted to reflect the actual number of share options that vest except where forfeiture is only

due to share prices not achieving the threshold for vesting.

Notes to the company ﬁnancial statements of Elementis plc

for the year ended 31 December 2025

204

Elementis plc

Annual Report and Accounts 2025

3. Summary of signiﬁcant accounting policies continued

Classiﬁcation of ﬁnancial instruments issued by the Company

Financial instruments issued by the Company are treated as equity only to the extent that they

meet the following two conditions:

a. They include no contractual obligations upon the Company to deliver cash or other ﬁnancial

assets or to exchange ﬁnancial assets or ﬁnancial liabilities with another party under conditions

that are potentially unfavourable to the Company.

b. Where the instrument will or may be settled in the Company’s own equity instruments, it is either

a non-derivative that includes no obligation to deliver a variable number of the Company’s own

equity instruments or is a derivative that will be settled by the Company’s exchanging a ﬁxed

amount of cash or other ﬁnancial assets for a ﬁxed number of its own equity instruments.

To the extent that the deﬁnition is not met, the proceeds of issue are classiﬁed as a ﬁnancial

liability. Where the instrument so classiﬁed takes the legal form of the Company’s own shares, the

amounts presented in these ﬁnancial statements for called-up share capital and share premium

account exclude amounts in relation to those shares.

Finance payments associated with ﬁnancial liabilities are dealt with as part of interest payable and

similar charges. Finance payments associated with ﬁnancial instruments that are classiﬁed as

part of shareholders’ funds are dealt with as appropriations in the reconciliation of movements in

shareholders’ funds.

4. Proﬁt for the ﬁnancial year attributable to shareholders

As permitted by Section 408 of the Companies Act 2006, the Company has not presented its

own proﬁt and loss account. A proﬁt of £251.5m (2024: £2.2m) is dealt with in the ﬁnancial

statement of the Company. 2024 proﬁt for the year has been restated to include dividends

income received from subsidiaries to the Company of £4.7m, which was historically excluded

from the Company’s proﬁt and total comprehensive income for the year and presented as part of

transactions with owners in the statement of changes in equity, but which should have been

included in proﬁt or loss and total comprehensive income for the year.

5. Directors’ remuneration

Details of Directors’ remuneration for the Company are included in the Directors’ Remuneration

report within the Elementis plc Annual Report and Accounts on pages 121-143.

6. Investments

Unlisted

shares at

cost

£m

Unlisted

loans

£m

Capital

contributions

£m

Total

£m

Cost at 1 January 2025

0.1

759.0

31.4

790.5

Additions

–

16.6

Disposals

–

Cost at 31 December 2025

0.1

759.0

48.0

807.1

The investment in unlisted loans was with Elementis Holdings Limited, Elementis Export Sales Inc

and Elementis Overseas Investments Limited, all wholly owned subsidiaries. Capital contributions

relate to the 2025 additional capital contributions of £11.1m in Elementis Netherlands BV, a wholly

owned subsidiary, as a result of capitalisation of intergroup loans, along with share-based

payment awards made to employees of subsidiary companies.

The trading subsidiaries and associates of Elementis plc, all of which are wholly owned, excluding

Alembic Manufacturing Limited, in which the Group holds a 25% interest, are as follows:

Subsidiary undertakings

Country of incorporation

and operation

Alchemy Ingredients Limited

Personal Care products

United Kingdom

Alembic Manufacturing Limited

Personal Care products

United Kingdom

Deuchem Co., Limited

Additives and resins

Taiwan

Deuchem (Shanghai) Chemical

Co. Limited

Additives and resins

People’s Republic of China

Elementis Pharma GmbH

Personal Care products

Germany

Elementis (Shanghai) New

Material Co. Limited

Additives and resins

People’s Republic of China

Elementis Specialties (Anji)

Limited

Organoclays

People’s Republic of China

Elementis Specialties do Brasil

Quimica Ltda

Coatings additives

Brazil

Elementis Specialties Inc

Rheological additives,

colourants, waxes, other

specialty additives

United States of America

Elementis SRL Inc

Personal Care products

United States of America

Elementis UK Limited

Rheological additives,

colourants, waxes, other

specialty additives

United Kingdom

Registered ofﬁce: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.

Registered ofﬁce: Unit 6 Wimbourne Buildings, Atlantic Way, Barry Docks, Barry, South Glamorgan

CF63 3RA, UK.

Registered ofﬁce: 92 Kuang-Fu North Road, Hsinchu Industrial Park, Hukou, Hsinchu Taiwan, ROC.

Registered ofﬁce: 99 Lianyang Road, Songjiang Industrial Zone, Shanghai, China.

Registered ofﬁce: Giulinistr. 2, 67065 Ludwigshafen, Germany.

Registered ofﬁce: Huibutai, Majiadu Village, Dipu Town, Anji County, Huzhou City, Zhejiang Province, China.

Registered ofﬁce: Rodovia Nelson Leopoldino, SP 375, Km 13,8, s/n, Bairro Rural, Palmital, São Paulo, Brazil.

Registered ofﬁce: 1209 Orange Street, Wilmington, Delaware, 19801, US.

205

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Annual Report and Accounts 2025

Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

Notes to the company ﬁnancial statements of Elementis plc continued

6. Investments continued

Non-trading and dormant subsidiaries of Elementis plc, all of which are wholly owned within the

Group, are as follows:

Subsidiary undertakings

Country of incorporation and

operation

Agrichrome Limited*

Non-trading

United Kingdom

Elementis America Shared Services Inc

Dormant

United States of America

Elementis Catalysts Inc

Dormant

United States of America

Elementis Chemicals Inc

Dormant

United States of America

Elementis Export Sales Inc

Non-trading

United States of America

Elementis Finance (Ireland) Limited

Non-trading

Ireland

Elementis Finance (Jersey) Limited

Non-trading

Jersey

Elementis Germany GmbH

Non-trading

Germany

Elementis Global LLC

Non-trading

United States of America

Elementis GmbH

Non-trading

Germany

Elementis Holdings Limited

Non-trading

United Kingdom

Elementis Nederland BV

Non-trading

Netherlands

Elementis NZ Limited

Non-trading

New Zealand

Elementis Overseas Investments Limited

Non-trading

United Kingdom

Elementis Pigments Inc

Dormant

United States of America

Elementis Portugal, Unipessoal Lda

Non-trading

Portugal

Elementis S.E.A. (Malaysia) Sdn Bhd

Non-trading

Malaysia

Elementis Securities Limited

Non-trading

United Kingdom

Elementis Specialties (India) Private Limited

Non-trading

India

Elementis US Holdings Inc

Non-trading

United States of America

H & C Lumber Inc

Dormant

United States of America

Harcros Chemicals Canada Inc

Dormant

Canada

Iron Oxides S.A. de CV

Dormant

Mexico

Reheis Inc

Non-trading

United States of America

SRLH Holdings Inc

Non-trading

United States of America

SRL International Holdings LLC

Non-trading

United States of America

WBS Carbons Acquisitions Corp

Non-trading

United States of America

Registered ofﬁce: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.

Registered ofﬁce: 1209 Orange Street, Wilmington, Delaware, 19801, US.

Registered ofﬁce: 8th Floor, Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland.

Registered ofﬁce: 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.

Registered ofﬁce: c/o TMF, Maximilianstrasse 54, 80538 München, Germany.

Registered ofﬁce: Distributiestraat 5, 7041 KJ’s Heerenberg, Nederland.

Registered ofﬁce: KPMG, P O Box 1584, 18 Viaduct Harbour Avenue, Maritime Square, Auckland, New Zealand.

Registered ofﬁce: c/o Avenida da Boavista, Numbero 3265 – 2.8 Porto, 4100-137 Porto, Portugal.

Registered ofﬁce: 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.

Registered ofﬁce: Unit-B, Ground Floor, Jaswanti Landmark, Mehra Industrial Estate, L.B.S. Marg, Vikhroli (W),

Mumbai 400079, India.

Registered ofﬁce: C/o Stewart McKelvey Stirling Scales, 44 Chipman Hill, Suite 1000 ON E2L 4S6, Canada.

Registered ofﬁce: Calle San Ignacio N 105, 22106 Tijuana, Baja California Mexico.

Notes:

Other than Elementis Export Sales Inc and Elementis Overseas Investments Ltd, none of the

undertakings are held directly by the Company. Equity capital is in ordinary shares and voting

rights equate to equity ownership.

Undertakings operating in the United Kingdom are incorporated in England and Wales. In the

case of corporate undertakings not in the United Kingdom, their country of operation is also

their country of incorporation.

All undertakings listed above have been included in the consolidated ﬁnancial statements of

the Group for the year.

206

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Annual Report and Accounts 2025

7. Trade and other receivables

2025

£m

2024

£m

Group relief receivable

–

12.7

The group relief receivable is interest free, unsecured and have no ﬁxed date of repayment.

8. Cash and cash equivalents

2025

£m

2024

£m

Cash at bank and on hand at 31 December

3.4

–

9. Trade and other payables

2025

£m

2024

£m

Payables to other group undertakings

12.6

203.5

The payables to other group undertakings are interest free, unsecured and have no ﬁxed date of

repayment.

10. Share capital and reserves

2025

Number

’000

2025

£m

2024

Number

’000

2024

£m

Called-up allotted and fully paid:

Ordinary shares of 5 pence each

At 1 January

590,950

29.5

587,824

29.4

Issue of shares

1,459

0.1

3,126

0.1

Share buyback

(23,026)

(1.1)

–

At 31 December

569,383

28.5

590,950

29.5

During the year a total of 1,459,048 ordinary shares with an aggregate nominal value of

£72,952 were allotted and issued in accordance with the Group’s share options and award plans

and schemes to various employees, as well as shares that were redeemed for cash at

subscription prices between 92 pence and 117 pence on the exercise of options under the

Group’s share option schemes. The total subscription monies received by the Company for

these shares was £nil.

During 2025, the Company repurchased 24,578,253 Elementis plc shares under the share

buyback programme at a cost of £40.0m, of which 23,026,118 shares were cancelled.

At 31 December 2025, the Group held 91,378 Elementis plc shares in treasury, with a value

of £0.2m.

The Company can redeem shares by repaying the market value to the shareholder, whereupon

the shares are cancelled. Redemption must be from distributable proﬁts. The capital redemption

reserve represents the nominal value of the shares redeemed.

The share options reserve comprises amounts accumulated in equity in respect of share options

and awards granted to employees. Details of the share-based payments in the year are set out in

Note 26 to the Elementis plc consolidated ﬁnancial statements.

Other reserves are reserves generated from historic merger relief and are non-distributable.

11. Related-party transactions

The Company, which is the ultimate parent company of the Elementis Group, is a guarantor to the

Elementis Group deﬁned beneﬁt pension scheme under which it guarantees all current and future

obligations of UK subsidiaries currently participating in the pension scheme to make payments to

the scheme, up to a speciﬁed maximum amount. The maximum amount of the guarantee is that

which is needed (at the time the guarantee is called on) to bring the scheme’s funding level up to

105% of its liabilities, calculated in accordance with section 179 of the Pensions Act 2004. This is

also sometimes known as a PPF guarantee, as having such a guarantee in place reduces the

annual PPF levy on the scheme. Details of the UK pension schemes in the year are set out in

Note 25 to the Elementis plc consolidated ﬁnancial statements.

12. UK-registered subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section

479A of the Companies Act 2006 for the year ended 31 December 2025. Unless otherwise

stated, the undertakings listed below are all 100% owned, either directly or indirectly, by

Elementis plc. The Company will guarantee the debts and liabilities of the UK subsidiaries listed

below at the balance sheet date in accordance with section 479C of the Companies Act 2006.

The Company has assessed the probability of loss under the guarantee as remote.

Name

Proportion of

shares held by

the Company

(%)

Proportion of

shares held by

subsidiary

(%)

Company

Number

Elementis Holdings Limited

100

–

97878

Elementis Overseas Investments Limited

100

–

8008981

Elementis Securities Limited

100

–

597303

Elementis UK Limited

100

–

656457

207

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Annual Report and Accounts 2025

Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

Alternative performance measures

A reconciliation from reported proﬁt for the year to adjusted earnings before interest, tax,

depreciation and amortisation (Adjusted EBITDA) is provided to support understanding of the

summarised cash flow included within the Finance Report on pages 50-55.

2025

2024

Loss for the year

(45.5)

(47.8)

Adjustments for:

Loss from discontinued operations

107.8

96.6

Finance income

(3.2)

(2.8)

Finance costs and other expenses

22.3

24.4

Tax charge

27.6

25.6

Adjusting items

17.7

23.2

Adjusted operating proﬁt

126.7

119.2

Depreciation and amortisation

30.5

30.8

Excluding intangibles arising on acquisition

(8.2)

Adjusted EBITDA

149.0

141.8

There are also a number of key performance indicators (“KPIs”) on pages 38-39;

the reconciliations to these are given below.

Constant currency

Constant currency is calculated by applying the prior year average local currency to USD

translation rates to translate revenue and adjusted operating proﬁt. Constant currency rates are

determined as the reported rates excluding the impact of changes in the average translation

exchange rates during the period.

Adjusted operating cash flow

Adjusted operating cash flow is deﬁned as the net cash flow from operating activities less

net capital expenditure but excluding income taxes paid or received, interest paid or received,

loss on disposal of property, plant and equipment, movement in provisions and ﬁnancial

liabilities, pension contributions net of current service cost, share-based payment expense

and adjusting items.

2025

2024

Net cash flow from operating activities

74.2

100.0

Less:

Capital expenditure

(22.9)

(16.9)

Add:

Net cash flow used in operating activities from

discontinued operations

(6.7)

(27.3)

Income tax paid or received

22.1

26.5

Interest paid

17.3

16.9

Loss on disposal of property, plant and equipment

0.8

0.9

Decrease/(increase) in provisions and ﬁnancial liabilities

11.1

16.4

Pension contributions net of current service cost

2.3

0.6

Share-based payments expense

(6.9)

(6.1)

Cash adjusting items

22.3

29.0

Less: cash adjusting items included in adjustments above

(8.9)

(16.8)

Adjusted operating cash flow

104.7

123.2

Adjusted operating cash conversion

Adjusted operating cash conversion is deﬁned as adjusted operating cash flow divided by

adjusted operating proﬁt.

2025

2024

Adjusted operating proﬁt

126.7

119.2

Adjusted operating cash flow

104.7

123.2

Adjusted operating cash conversion

83%

103%

Alternative performance measures and unaudited information

208

Elementis plc

Annual Report and Accounts 2025

Free cash flow

Free cash flow is deﬁned as adjusted operating cash flow (as deﬁned above), less pension

contributions net of current service cost, net interest paid, income tax paid, cash flow relating to

adjusting items and other, which includes share-based payments, movement in provisions and

derivatives, and payment of lease liabilities.

Adjusted group proﬁt before tax

Adjusted group proﬁt before tax is deﬁned as the adjusted proﬁt for the year plus the tax on

adjusting items.

Adjusted return on operating capital employed

Adjusted return on capital employed (“ROCE”) is deﬁned as adjusted operating proﬁt from total

operations divided by operating capital employed, expressed as a percentage. Operating capital

employed comprises ﬁxed assets (excluding goodwill but including tax recoverable), working

capital and operating provisions. Operating provisions include self-insurance and environmental

provisions but exclude retirement beneﬁt obligations.

2025

2024

Adjusted operating proﬁt

126.7

119.2

Fixed assets excluding goodwill

301.7

301.5

Working capital

132.7

115.0

Operating provisions

(5.1)

(8.6)

Operating capital employed

429.3

407.9

Adjusted return on capital employed %

30%

29%

2024 has been re-presented following the sale of the Talc business.

Average trade working capital to sales ratio

The trade working capital to sales ratio is deﬁned as the 12-month average trade working capital

divided by sales, expressed as a percentage. Trade working capital comprises inventories, trade

receivables (net of provisions) and trade payables. It speciﬁcally excludes repayments, capital or

interest-related receivables or payables, changes due to currency movements and items

classiﬁed as other receivables and other payables.

Adjusted operating proﬁt/operating margin

Adjusted operating proﬁt is the proﬁt derived from the normal operations of the business.

Adjusted operating margin is the ratio of adjusted operating proﬁt to sales.

Net debt

Net debt is deﬁned as borrowings less cash and cash equivalents, including any restricted or

held for sale cash and cash equivalents. Pre-IFRS 16 Net debt does not include lease liabilities.

Net debt/EBITDA

To support a full understanding of the performance of the Group, the information below provides

the calculations of Net debt/EBITDA.

2025

2024

Revenue

597.5

603.8

Adjusted operating proﬁt

126.7

119.2

Adjusted operating margin

21.2%

19.7%

Net Debt/EBITDA pre-IFRS 16

Adjusted EBITDA

149.0

141.8

IFRS 16 adjustment

(4.7)

(4.8)

Adjusted EBITDA pre-IFRS 16

144.3

137.0

Net Debt

185.4

157.2

Net Debt/EBITDA

pre-IFRS 16

1.3

1.1

Net Debt/EBITDA post-IFRS 16

Adjusted EBITDA

149.0

141.8

Net Debt

185.4

157.2

IFRS 16 lease liabilities

20.4

27.2

Net Debt including lease liabilities

205.8

184.4

Net Debt/EBITDA

post-IFRS 16

1.4

1.3

2024 has been re-presented following the sale of the Talc business.

See Note 28. Net debt excludes lease liabilities.

Net Debt/EBITDA, where EBITDA is the adjusted EBITDA on continuing operations of the Group.

209

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Annual Report and Accounts 2025

Financial

Statements

Shareholder

Information

Strategic

Report

Corporate

Governance

2025

2024

2023

2022

2021

Turnover:

Continuing operations

597.5

603.8

576.9

600.6

709.4

Discontinued operations

66.8

134.5

150.9

320.8

170.7

Total operations

664.3

738.3

727.8

921.4

880.1

Adjusted operating proﬁt:

Total operations

131.9

128.8

104.1

123.7

106.6

Discontinued operations

5.2

9.6

14.9

23.3

32.8

Continuing operations

126.7

119.2

89.2

100.4

73.8

Adjusting items before interest

(17.7)

(23.2)

(39.6)

(8.7)

(17.8)

Operating proﬁt

109.0

96.0

49.6

91.7

56.0

Other expenses

(2.6)

(2.0)

(2.3)

(1.3)

(3.7)

Net interest payable

(16.5)

(19.7)

(16.1)

(11.1)

(15.0)

Proﬁt before tax

89.9

74.3

31.2

79.3

37.3

Tax

(27.6)

(25.5)

(10.4)

(12.5)

(0.7)

Proﬁt from continuing operations

62.3

48.8

20.8

66.8

36.6

(Loss)/proﬁt from discontinued operations

(107.8)

(96.6)

5.7

(117.9)

(34.1)

(Loss)/proﬁt attributable to equity holders

of the parent

(45.5)

(47.8)

26.5

(51.1)

2.5

2025

2024

2023

2022

2021

Continuing operations:

Basic earnings per share (cents)

10.7

8.3

3.6

11.5

6.3

Adjusted basic earnings per share (cents)

14.0

12.2

9.1

10.4

6.0

Diluted earnings per share (cents)

10.5

8.1

3.5

11.3

6.2

Adjusted diluted earnings per share (cents)

13.7

12.0

9.0

10.2

5.9

Continuing and discontinued operations:

Basic (loss)/earnings per share (cents)

(7.8)

(8.1)

4.5

(8.8)

0.4

Adjusted basic earnings per share (cents)

14.7

13.6

11.0

14.2

10.7

Diluted (loss)/earnings per share (cents)

(7.8)

(8.1)

4.4

(8.8)

0.4

Adjusted diluted earnings per share (cents)

14.5

13.3

10.8

13.9

10.6

Dividend per ordinary share (cents)

4.3

4.0

2.1

–

Interest cover

(times)

8.6

6.7

6.6

5.8

3.4

Equity attributable to holders of the parent

642.7

757.0

847.3

783.9

901.0

Net debt

(185.4)

(157.2)

(202.0)

(366.8)

(401.0)

Weighted average number of ordinary shares

in issue during the year (million)

583.9

588.9

585.7

582.6

581.0

Weighted average number of ordinary and

potential ordinary shares in issue during

the year (million)

594.1

600.8

596.9

592.3

588.8

Ratio of operating proﬁt after adjusting items to interest on net borrowings.

Five-year record

210

Elementis plc

Annual Report and Accounts 2025

211

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

212

Notes on ESG reporting methodologies

213

Environmental data

216

Shareholder services

217

Corporate information

218

GRI index

220

SASB index

221

Glossary

In this section

Elevate

Shareholder

Information

212

Elementis plc

Annual Report and Accounts 2025

Notes on ESG reporting methodologies

Greenhouse gas and energy

Scope 1 & 2 GHG emissions are calculated with reference to the GHG Protocol Corporate

Standard (2015 revision). We report in tonnes of CO

equivalent (CO

e) and include all gases in

the GHG Protocol. We do not include any purchased offsets in our GHG inventory.

We take an operational control approach to deﬁning our GHG and energy organisational

boundary. This approach is consistent with our ﬁnancial statements. This means our equity

ownerships are excluded from our combined Scope 1 & 2 footprint but are included in Scope 3

Category 15 (Investments). Data from new facilities is included from the date we take control.

Scope 1: Includes emissions from combustion of fuels for energy, heat and vehicles, process

emissions from our chemical manufacturing and refrigerants. Fuels and refrigerants use

consumption invoices from suppliers. We use DEFRA emission factors for Scope 1 fuels globally.

Factors include the contribution from CH

and N

O. All Global Warming Potential (“GWP”) data

are from IPCC AR6.

Bioenergy: CO

from bioenergy is reported outside of the Scopes. CH

and N

O emissions from

biomass are included in our Scope 1.

Scope 2: Our Scope 2 emissions include all emissions caused by creating the electricity and

steam, using invoices issued by our suppliers. We use IEA emissions factors for location-based

Scope 2 emissions, except in the UK where we use DEFRA factors. Scope 2 (market-based)

emissions include power purchases associated with a Renewable Energy Certiﬁcate (REC) or

Guarantee of Origin (GO). Where a site does not have such a contract, we use residual mix

factors from the Association of Issuing Bodies (AIB) for European sites, and location-based

factors for remaining sites.

Intensity: Expressed per tonne of production output as this is a common intensity metric for our

industry sector. Also reported per million US dollars of revenue.

Scope 3: All Categories use a primary data source. For Categories 1-6 and 9, we use primary

activity data combined with suitable emission factors sourced from various databases (such as

Ecoinvent and others). For the other parts of Scope 3, we make some assumptions to transform

primary data further before applying suitable emission factors from databases. Our intention is to

increase the use of supplier-provided emissions data over time. For further details about our

Scope 3 calculation methodology, see the separate document on our website.

Climate risk assessment: Long-term carbon and energy price assumptions that we use are

averages of the following NGFS model datasets: GCAM 6.0 NGFS, MESSAGEix-GLOBIOM

1.1-M-R12 and REMIND-MAGPIE 3.2-4.6 for CP, DT and NZ scenarios. For energy cost trends,

we combine NGFS data with an assumed 1.5% per annum growth in our energy demand. For

carbon costs, we combine NGFS data with our combined Scope 1 & 2 CO

e emissions, either

increasing at 1.5% per annum (i.e. a scenario where we do not decarbonise further), or reducing

in line with our SBT minimum linear pathway.

Water and waste

Water withdrawal data uses invoices from our water suppliers, or our own meter readings where

we abstract water directly from the environment. Waste data uses invoices from our waste

handling suppliers. Where invoices are not available, estimates from the local teams are used.

Approach to estimation

Where estimation is necessary and invoices exist from a prior data period, this prior period is

used to estimate the KPI, adjusting for major changes in the site situation (e.g. a change in ofﬁce

headcount). Where there is no invoiced consumption data from a prior period (for example,

waste from some of our ofﬁces), the local team make a calculation based on known facts such as

headcount and local waste treatment statistics.

Baseline year

Our baseline year for our SBT is 2024. For our environmental intensity targets, this report is the

last one which will reference the baseline year of 2019. We have refreshed our intensity targets,

and future reports will use a 2024 baseline. Baseline data is recalculated and restated if a major

change occurs (such as a divestment).

Approach to restatements

On occasion, data from a previously reported period needs to be corrected, for example due to

the availability of updated data or methodological improvements. Where this occurs, we will

restate prior year data if the impact is greater than 5% of the previously reported total, and

optionally at lower impact levels if it helps within a speciﬁc context.

Safety metrics

We use the US Occupational Safety and Health Administration deﬁnition for a recordable injury:

A work-related accident or illness that results in one or more of: death; loss of consciousness;

absence of more than one day; medical treatment beyond ﬁrst aid; restricted work or transfer to

another job.

TRIR is the number of recordable cases multiplied by 200,000 divided by total hours worked by

all employees (including directly supervised contracted/temporary employees) over a calendar

year. An LTA is a work-related injury or illness that requires greater than three days away from

work (excluding the day of the incident).

A Tier 1 or Tier 2 PSE involves loss of primary containment with consequence. It is an unplanned

or uncontrolled release of any material from a process. Tier 1 has a higher magnitude of

consequence than Tier 2, as deﬁned in the American Petroleum Institute Recommended Practice

754. A Tier 1 or Tier 2 environmental incident is a release of materials at a level in breach of our

permit limits that requires notiﬁcation to the authorities. Tier 1 has a higher magnitude of

consequence, either in impact or in remediation costs.

A contractor is deﬁned as a third party contracted to undertake work on behalf of the Company

or to provide a speciﬁc service. A contractor recordable injury is a work-related accident that

meets the deﬁnition of a recordable injury and occurs to a contractor while working at an

Elementis site. We exclude contractors from the TRIR calculation, separately tracking the number

of contractor recordable injuries.

213

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

Environmental data

1,2

Global GHG metric

Scope 2 basis

% change

in year

2025

2024

2023

2022

2021

2019

Scope 1 (tonne CO

-4.1

36,428

37,971

32,925

39,540

38,080

45,354

Scope 2 (tonne CO

Market

-27.7

19,958

27,609

23,020

18,848

25,951

29,506

Location

-2.4

30,449

31,212

26,937

23,608

24,627

28,473

Total Scope 1 & 2 (tonne CO

Market

-14.0

56,385

65,581

55,945

58,388

64,031

74,861

Location

-3.3

66,876

69,183

59,862

63,148

62,707

73,827

GHG intensity (total Scope 1 & 2 tonne CO

e/tonne production)

Market

-20.1

0.41

0.51

0.50

0.40

0.41

0.58

Location

-10.2

0.48

0.54

0.53

0.43

0.40

0.57

GHG intensity (total Scope 1 & 2 tonne CO

e/$m revenue)

Market

-13.1

109

115

133

Location

-2.3

112

115

104

105

112

131

Outside of scopes – CO

from bioenergy (tonne)

-36.4

1,906

2,995

3,773

4,011

5,165

6,301

Scope 3 GHG emissions by category (tonne CO

% change

in year

2025

2024

Purchased goods and services

-2.9

321,384

331,140

Capital goods

51.0

11,597

7,682

Fuel and energy related

-12.2

15,614

17,786

Upstream transportation

-15.3

32,823

38,756

Waste generated

4.7

6,259

5,976

Business travel

-6.3

2,464

2,629

Employee commuting

3.8

950

915

Upstream leased assets

-49.3

371

731

Total upstream Scope 3 emissions

-3.5

391,461

405,616

Downstream transportation

1.6

2,734

2,692

Processing of sold products

-2.2

1,647

1,685

Use of sold products

Not relevant

Product end-of-life

-1.7

39,051

39,726

Downstream leased assets

Not applicable

Franchises

Not applicable

Investments

0.0

Total downstream Scope 3 emissions

-1.5

43,528

44,199

Total Scope 3 emissions

-3.3

434,989

449,815

Total Scope 1, 2 (market based), 3 emissions

-4.7

491,375

515,396

Total Scope 1, 2 (location based), 3 emissions

-3.3

501,866

518,998

Totals may not add up due to rounding. For more information on our calculation approach, see page 212 and our website.

All prior year data is restated following the divestment of our Talc business and the Eaglesclife, UK site during 2025.

214

Elementis plc

Annual Report and Accounts 2025

Environmental data continued

Global energy metric

% change

in year

2025

2024

2023

2022

2021

2019

Total energy (MWh)

-4.1

270,481

282,074

251,901

292,480

288,993

336,111

Energy from fuels (MWh)

-5.4

198,902

210,265

185,227

223,725

219,402

261,141

Energy from fuels (GJ)

-5.4

716,047

756,952

666,818

805,408

789,847

940,109

Bioenergy (MWh)

-30.9

5,910

8,557

10,781

11,481

14,783

18,033

Bioenergy (% of total energy)

2.2

3.0

4.3

3.9

5.1

5.4

Purchased energy (MWh)

-0.3

71,579

71,809

66,674

68,756

69,591

74,969

Renewable/low carbon electricity (MWh)

142.3

36,898

15,228

14,842

18,792

Renewable/low carbon electricity (% of total energy)

13.6

5.4

5.9

6.4

0.0

Total energy intensity (MWh/tonne produced)

-10.9

1.95

2.18

2.24

2.01

1.86

2.58

Energy from fuels intensity (GJ from fuels/tonne produced)

-12.1

5.15

5.86

5.93

5.52

5.09

7.23

UK only GHG and energy metrics

2025

% of global

2025

2024

2023

2022

2021

2019

Scope 1 (tonne CO

1.2

7,410

7,323

5,350

7,726

7,657

7,552

Scope 2 (tonne CO

Market

19.5

599

2,463

3,026

Location

-12.8

1,459

1,674

1,320

1,510

1,813

2,031

Total Scope 1 & 2 (tonne CO

Market

1.2

7,423

7,334

5,949

7,740

10,120

10,578

Location

-1.4

8,870

8,997

6,670

9,236

9,470

9,583

GHG intensity (total Scope 1 & 2 tonne CO

e/tonne production)

Market

2.7

0.43

0.42

0.45

0.41

0.51

0.55

Location

0.0

0.52

0.50

0.48

0.50

Total energy (MWh)

1.3

48,737

48,107

35,607

50,114

49,500

49,005

Total energy intensity (MWh/tonne produced)

2.8

2.83

2.76

2.69

2.63

2.48

2.55

Production volume (tonne)

% change

in year

2025

2024

2023

2022

2021

2019

Global total

7.6

139,004

129,175

112,373

145,804

155,311

130,045

UK only

-1.4

17,201

17,449

13,253

19,056

19,926

19,233

1 MWh = 1 thousand kilowatt hours (kWh). Total 2025 UK energy was 48,736,593 kWh.

215

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

Water metric

% change

in year

2025

2024

2023

2022

2021

2019

Total water withdrawal (m

)

-4.1

1,280,478

1,335,694

1,186,810

1,460,067

1,502,059

1,536,577

Total water withdrawal intensity (m

/tonne produced)

-10.9

9.21

10.34

10.56

10.01

9.67

11.82

Water withdrawn from high water stress areas (m

)

8.8

225,962

207,609

188,142

140,540

212,175

134,507

Water withdrawn from high water stress areas intensity (m

/tonne produced)

-6.2

4.63

4.93

6.10

13.50

13.27

7.52

Based on WRI Aqueduct tool.

Water metric (m

)

All locations

Water-stressed

locations

Water withdrawal by source

Ground

319,690

71,428

Surface

121,919

Third party

838,869

32,615

Total water withdrawn

1,280,478

225,962

Water discharge by destination

Ground

Surface

117,811

Third party

843,275

8,913

Total water discharged

961,086

126,724

Total water consumed

319,392

99,238

Treatment method of waste (tonne)

Hazardous

waste

Non-hazardous

waste

Total

Landﬁlled

350

11,372

11,723

Incinerated

1,071

1,122

Recycled

118

5,483

5,601

Reused

Total

1,539

16,906

18,445

Emission to water (tonne)

2025

2024

Total organic Carbon (TOC)

110.5

126.2

Metals (Zinc)

0.1

0.0

Nitrogen

0.1

Phosphorus

0.1

0.0

Total emissions to water

110.8

126.4

Emission to air (tonne)

2025

2024

Sulfur oxides

0.2

0.3

Nitrogen oxides

12.0

16.9

Volatile organic compounds

89.9

70.4

Hazardous air pollutants

4.1

4.6

Carbon Monoxide

11.1

17.8

Particulate matters

1.9

1.5

Dust

1.3

0.3

Ammonia

0.3

0.1

Total emissions to air

121.0

112.0

Waste sent for third-party treatment

% change

in year

2025

2024

2023

2022

2021

2019

Mass of hazardous waste (tonne)

-2.4

1,539

1,577

1,327

687

–

Mass of non-hazardous waste (tonne)

-0.4

16,906

16,975

13,698

16,403

–

Total waste (tonne)

-0.6

18,445

18,551

15,026

17,090

18,535

20,906

Total waste intensity (tonne generated/tonne produced)

-7.6

0.133

0.144

0.134

0.117

0.119

0.161

216

Elementis plc

Annual Report and Accounts 2025

Shareholder services

The Company’s Registrar is Equiniti Limited.

Equiniti provides a range of services to shareholders.

Extensive information including many answers to frequently asked questions can be found online.

Use the QR code to register for FREE at www.shareview.co.uk

Enquiries concerning shares or shareholdings, such as the loss of a share certiﬁcate,

consolidation of share certiﬁcates, amalgamation of holdings or dividend payments,

should be addressed to the Company’s registrars:

Equiniti Limited

Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

Telephone: +44 (0) 371 384 2379

Facsimile: 0371 384 2100 or +44 190 369 8403

Website: www.shareview.co.uk

For deaf or speech impaired customers, Equiniti welcomes calls via Relay UK. Please see

www.relayuk.bt.com for more information.

In any correspondence with the registrars, please refer to Elementis plc and state clearly the

registered name and address of the shareholder. Please notify the registrars promptly of any

change of address.

Website

Our website (www.elementis.com) provides the following information:

Company news and information

Details of our strategy

The Company’s approach to sustainability and innovation

A dedicated Investors section which contains up-to-date information for shareholders, including:

―

Share price and index chart information

―

Financial results

―

History of dividend payment dates and amounts

―

Access to current and historical shareholder documents such as the

Annual Report and Accounts

Share dealing services

Equiniti provides a share dealing service that enables shares to be bought or sold by UK

shareholders by telephone or over the internet. For telephone share dealing, please call

+44 (0) 345 603 7037 between 8.30am and 4.30pm (lines are open until 6.00pm for enquiries).

For internet share dealing, please visit: www.shareview.co.uk/dealing

Electronic communications

Shareholders can elect to receive shareholder documents electronically by registering with

Shareview at www.shareview.co.uk. This will save on printing and distribution costs, creating

environmental beneﬁts. When you register, you will be sent an email notiﬁcation to say when

shareholder documents are available on our website and you will be provided with a link to that

information. When registering, you will need your shareholder reference number, which can be

found on your share certiﬁcate or proxy form. Please contact Equiniti if you require any

assistance or further information.

Duplicate documents

If you have more than one account on the Share Register and receive duplicate documentation

from us as a result, please contact Equiniti to request that your accounts be combined.

Share fraud

Share or investment scams are often run from ‘boiler rooms’ where fraudsters cold call investors

offering them worthless, overpriced or even non-existent shares, or offer to buy their shares

in a company at a higher price than the market value. Shareholders are advised to be very wary

of any unsolicited advice, offers to buy shares at a discount, or offers of free reports about the

Company. Even seasoned investors have been caught out by such fraudsters. The FCA has some

helpful information: www.fca.org.uk/scamsmart

Report a scam

If you are contacted by a cold caller, you should inform the Secretariat

([email protected]) and also the FCA by using its share fraud reporting form

at www.fca.org.uk/scams or by calling its Consumer Helpline on +44 (0) 800 111 6768.

If you have already paid money to a share fraudster, please contact Action Fraud on

+44 (0) 300 123 2040 or www.actionfraud.police.uk

217

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

Corporate information

Financial calendar (provisional)

29 April 2026

Annual General Meeting

29 April 2026

Q1 Trading Update

30 July 2026

Interim Results 2026

28 October 2026

Q3 Trading Update

31 December 2026

Financial Year End

20 January 2027

Q4 Trading Update

The ﬁnancial calendar is updated on a regular basis throughout the year. Please refer to our

website www.elementis.com for up-to-date details.

Annual General Meeting

The Annual General Meeting of Elementis plc will be held on 29 April 2026 at 10.00am at the

ofﬁces of A&O Shearman LLP, One Bishops Square, London E1 6AD.

The Notice of Meeting is included in a separate document.

Company Secretary

Hannah Constantine

Registered number

03299608

Registered ofﬁce

The Bindery

5th Floor

51-53 Hatton Garden

London

EC1N 8HN

Principal ofﬁces

Elementis plc

The Bindery

5th Floor

51-53 Hatton Garden

London

EC1N 8HN

Tel: +44 20 8148 5966

Elementis Global

469 Old Trenton Road

East Windsor

NJ 08512

Tel: +1 609 443 2000

Independent Auditors

Deloitte LLP

1 Little New Street

London

EC4A 3TR

Joint Corporate Broker

JP Morgan Cazenove

60 Victoria Embankment

London

EC4Y 0JP

Joint Corporate Broker

Deutsche Numis

Cheapside House

138 Cheapside

London

EC2V 6LH

Public Relations

Teneo

2nd Floor

85 Fleet Street

London

EC4Y 1AE

Solicitors

A&O Shearman LLP

One Bishops Square

London

E1 6AD

[email protected]

Website

www.elementis.com

218

Elementis plc

Annual Report and Accounts 2025

GRI index

Statement of use

Elementis plc has reported the information cited in this GRI content index

for the period 1 January 2025 to 31 December 2025 with reference to the

GRI standards.

GRI used

GRI 1: Foundation 2021

GRI standard

Speciﬁc GRI Disclosure

Pages

GRI 2: General

disclosures 2021

2-1 Organisational details

3-6

2-2 Entities included in the organisation’s

sustainability reporting

205-206

2-3 Reporting period, frequency and contact point

217

2-4 Restatements of information

213-214

2-5 External assurance

62-150

2-6 Activities, value chain and other

business relationships

4-6, 26-31

2-7 Employees

2-8 Workers who are not employees

Not disclosed

2-9 Governance structure and composition

90-95

2-10 Nomination and selection of the highest

governance body

107-110

2-11 Chair of the highest governance body

90-91

2-12 Role of the highest governance body in overseeing

the management of impacts

2-13 Delegation of responsibility for managing impacts

2-14 Role of the highest governance body in

sustainability reporting

2-15 Conflicts of interest

85, 119

2-16 Communication of critical concerns

100-103

2-17 Collective knowledge of the highest

governance body

108

2-18 Evaluation of the performance of the highest

governance body

106

2-19 Remuneration policies

121-143

2-20 Process to determine remuneration

132-133

2-21 Annual total compensation ratio

140

2-22 Statement on sustainable development strategy

8-9, 12,

24, 35, 88

GRI standard

Speciﬁc GRI Disclosure

Pages

GRI 2: General

disclosures 2021

continued

2-23 Policy commitments

2-24 Embedding policy commitments

59, 88

2-25 Processes to remediate negative impacts

86, 116

2-26 Mechanisms for seeking advice and

raising concerns

86, 104-105

2-27 Compliance with laws and regulations

84-85, 111-116

2-28 Membership associations

61, 87

2-29 Approach to stakeholder engagement

100-103

2-30 Collective bargaining agreements

GRI 3: Material

Topics 2021

3-1 Process to determine material topics

3-2 List of material topics

3-3 Management of material topics

57-88

GRI 101:

Biodiversity 2024

101-2 Management of biodiversity impacts

101-5 Locations with biodiversity impacts

GRI 201: Economic

performance 2016

201-2 Financial implications and other risks and

opportunities due to climate change

67-71

201-3 Deﬁned beneﬁt plan obligations and other

retirement plans

201-4 Financial assistance received from government

168

GRI 205:

Anti-corruption

2016

205-2 Communication and training about

anti-corruption policies and procedures

205-3 Conﬁrmed incidents of corruption and

actions taken

GRI 206:

Anti-competitive

Behaviour 2016

206-1 Legal actions for anti-competitive behaviour,

anti-trust, and monopoly practices

GRI 207: Tax 2019

207-1 Approach to tax

87, 174-175,

182

207-2 Tax governance, control, and risk management

167

207-3 Stakeholder engagement and management

of concerns related to tax

167

207-4 Country-by-country reporting

174

GRI 302: Energy

2016

302-1 Energy consumption within the organisation

71, 214

302-3 Energy intensity

71, 214

302-4 Reduction of energy consumption

219

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

GRI standard

Speciﬁc GRI Disclosure

Pages

GRI 303: Water and

Effluents 2018

303-3 Water withdrawal

73, 215

303-4 Water discharge

73, 215

303-5 Water consumption

73, 215

GRI 305:

Emissions 2016

305-1 Direct (Scope 1) GHG emissions

71-72, 213

305-2 Energy indirect (Scope 2) GHG emissions

71-72, 213

305-3 Other indirect (Scope 3) GHG emissions

71-72, 213

305-4 GHG emissions intensity

71-72, 213

305-5 Reduction of GHG emissions

64-72, 213

305-7 Nitrogen oxides (NOx), sulfur oxides (SOx),

and other signiﬁcant air emissions

73, 215

GRI 306:

Waste 2020

306-3 Waste generated

73, 215

GRI 401:

Employment 2016

401-1 New employee hires and employee turnover

401-2 Beneﬁts provided to full-time employees that are

not provided to temporary or part-time employees

401-3 Parental leave

GRI 403:

Occupational

Health and Safety

2018

403-1 Occupational health and safety

management system

76-78

403-2 Hazard identiﬁcation, risk assessment, and

incident investigation

76-78

403-4 Worker participation, consultation, and

communication on occupational health and safety

76-78

403-5 Worker training on occupational health and safety

76-78

403-6 Promotion of worker health

76-78

403-8 Workers covered by an occupational health and

safety management system

76-78

403-9 Work-related injuries

76-78

403-10 Work-related ill health

GRI 404: Training

and Education

2016

404-1 Average hours of training per year per employee

83, 86

404-2 Programme for upgrading employee skills and

transition assistance programme

404-3 Percentage of employees receiving regular

performance and career development reviews

GRI standard

Speciﬁc GRI Disclosure

Pages

GRI 405: Diversity

and Equal

Opportunity 2016

405-1 Diversity of governance bodies and employees

79-80, 109-110

405-2 Ratio of basic salary and remuneration of women

to men

GRI 406:

Non-discrimination

2016

406-1 Incidents of discrimination and corrective

actions taken

Not disclosed

GRI 417: Marketing

and Labeling 2016

417-1 Requirements for product and service information

and labelling

GRI 418: Customer

Privacy 2016

418-1 Substantiated complaints concerning breaches

of customer privacy and losses of customer data

220

Elementis plc

Annual Report and Accounts 2025

SASB index

Topic

Accounting Metric

SASB code

Pages

Greenhouse Gas

Emissions

Gross global Scope 1 emissions,

percentage covered under

emissions-limiting regulations

RT-CH-110a.1

71-72, 213

Discussion of long-term and

short-term strategy or plan to manage

Scope 1 emissions, emissions

reduction targets, and an analysis of

performance against those targets

RT-CH-110a.2

64-71

Air Quality

Air emissions of the following

pollutants: (1) nitrogen oxides

(excluding N

O), (2) sulfur oxides,

(3) volatile organic compounds,

and (4) hazardous air pollutants

RT-CH-120a.1

73, 215

Energy Management

(1) Total energy consumed,

(2) percentage grid electricity,

(3) percentage renewable,

(4) total self-generated energy

RT-CH-130a.1

71-72, 214

Water Management

(1) Total water withdrawn, (2) total

water consumed, percentage of each

in regions with high or extremely high

baseline water stress

RT-CH-140a.1

73, 215

Number of incidents of non-compliance

associated with water quality permits,

standards, and regulations

RT-CH-140a.2

Description of water management risks

and discussion of strategies and

practices to mitigate those risks

RT-CH-140a.3

Hazardous Waste

Management

Amount of hazardous waste generated,

percentage recycled

RT-CH-150a.1

73, 215

Community

Relations

Discussion of engagement processes

to manage risks and opportunities

associated with community interests

RT-CH-210a.1

103

Topic

Accounting Metric

SASB code

Pages

Workforce Health

& Safety

(1) Total recordable incident rate and

(2) fatality rate for (a) direct employees

and (b) contract employees

RT-CH-320a.1

Description of efforts to assess,

monitor, and reduce exposure of

employees and contract workers to

long-term (chronic) health risks

RT-CH-320a.2

76-77

Product Design for

Use-phase Efﬁciency

Revenue from products designed for

use-phase resource efﬁciency

RT-CH-410a.1

Safety &

Environmental

Stewardship of

Chemicals

(1) Percentage of products that contain

Globally Harmonized System of

Classiﬁcation and Labelling of

Chemicals, Category 1 and 2 Health

and Environmental Hazardous

Substances, (2) percentage of such

products that have undergone a hazard

assessment

RT-CH-410b.1

Not disclosed

Discussion of strategy to (1) manage

chemicals of concern and (2) develop

alternatives with reduced human

and/or environmental impact

RT-CH-410b.2

Genetically Modiﬁed

Organisms

Percentage of products by

revenue that contain genetically

modiﬁed organisms

RT-CH-410c.1

Not disclosed

Management of the

Legal & Regulatory

Environment

Discussion of corporate positions

related to government regulations

and/or policy proposals that address

environmental and social factors

affecting the industry

RT-CH-530a.1

Not disclosed

Operational Safety,

Emergency

Preparedness

& Response

Process Safety Incidents Count,

Process Safety Total Incident Rate, and

Process Safety Incident Severity Rate

RT-CH-540a.1

76-77

Number of transport incidents

RT-CH-540a.2

Not disclosed

Activity metric

Production by reportable segment

RT-CH-000.A

33-34, 214

221

Elementis plc

Annual Report and Accounts 2025

Shareholder

Information

Strategic

Report

Corporate

Governance

Financial

Statements

Glossary

ABF

Associated British Foods

AGM

Annual General Meeting

Alchemy

Alchemy Ingredients Limited

AOCC

Average operating cash conversion

APMs

Alternative performance measures

ARG

Annual Revenue Growth

AWC

Average trade working capital

Board

Board of Directors of Elementis plc

BPS

Basis points

CAPEX

Capital expenditure

CDP

Carbon Disclosure Project

CEO

Chief Executive Ofﬁcer

CFO

Chief Financial Ofﬁcer

CGU

Cash-generating unit

CMD

Capital Markets Day

Carbon dioxide

Carbon dioxide equivalent

Current policies

CSRD

Corporate Sustainability Reporting Directive

DE&I

Diversity, equity and inclusion

DNED

Designated Non-Executive Director

DSBP

Deferred Share Bonus Plan

Delayed Transition

DTR

Disclosure Guidance and Transparency Rules

EBITDA

Earnings before interest, tax, depreciation and amortisation

ECC

Ethics and Compliance Council

ECHA

European Chemicals Agency

ECL

Expected credit loss

ELT

Executive Leadership Team

EMEA

Europe, Middle East and Africa

EPS

Earnings per share

ERP

Enterprise Resource Planning

ESC

Environmental Sustainability Council

ESG

Environmental, social and governance

ESOS

Executive Share Option Scheme

ESOT

Employee Share Ownership Trust

ETS

Emission Trading Schemes

European Union

FCA

Financial Conduct Authority

FRC

Financial Reporting Council

FRS

Financial Reporting Standards

FRS 101

Financial Reporting Standards 101

FTE

Full time equivalent

FTSE

Financial Times Stock Exchange

GAAP

Generally accepted accounting principles

GBP

Great British Pound

GDP

Gross domestic product

GEC

Green Electricity Certiﬁcates

GHG

Greenhouse gas

Gigajoule

GRI

Global Reporting Initiative

GWh

Gigawatt-hour

GWP

Global Warming Potential

Harwood

Harwood Capital Management Limited

HI&I

Household, industrial and institutional cleaners

HMRC

HM Revenue & Customs

Human resources

HSE

Health, safety and environment

IAS

International Accounting Standards

IASB

International Accounting Standards Board

IFRIC

International Financial Reporting Standards Interpretations Committee

IFRS

International Financial Reporting Standards

IMA

Industrial Minerals Association

Intellectual Property

IPCC

Intergovernmental Panel on Climate Change

ISO

International Organization for Standardization

Information technology

IUCN

International Union for Conservation of Nature

222

Elementis plc

Annual Report and Accounts 2025

KPI

Key performance indicator

LCA

Life cycle analysis

LCIA

Life Cycle Impact Assessment

LDI

Liability-driven investment

LTA

Lost time accidents

LTIP

Long-term incentive plan

Cubic metres

M&A

Mergers and acquisitions

Metric ton

MWh

Megawatt per hour

NASCIT

North Atlantic Smaller Companies Investment Trust PLC

NBO

New business opportunities

NED

Non-Executive Director

NGFS

Network for Greening the Financial Systems

NiSATs

Non-ionic synthetic associative thickeners

NOx

Nitrogen oxides

Net Zero 2050

OCI

Other comprehensive income

Oryx

Oryx International Growth Fund Limited

OSHA

Occupational Safety and Health Administration

OTIF

On-Time, In-Full

PBT

Proﬁt before tax

PFAS

Polyfluoroalkyl Substances

PPF

Pension Protection Fund

PRMB

Post-retirement medical beneﬁt

PSE

Process safety event

PSM

Process safety management

PwC

PricewaterhouseCoopers LLP

QHSE

Quality, Health, Safety and Environment

R&D

Research and development

RCF

Revolving credit facility

REACH

Registration, Evaluation, Authorisation and Restriction of Chemicals

REC

Renewable Energy Certiﬁcates

RFP

Request for Proposal

RMI

Responsible Minerals Initiative

ROCE

Return on capital employed

RSPO

Roundtable on Sustainable Palm Oil

RTO

Risk-turnover

s.172

Section 172 of the Companies Act 2006

SASB

Sustainability Accounting Standards Board

SAYE

Save As You Earn

SBT

Science-based target

SBTi

Science Based Targets initiative

SDS

Safety data sheets

SID

Senior Independent Director

SOx

Sulfur oxides

SVHC

Substances of very high concern

SVP

Senior Vice President

TCFD

Task Force on Climate-related Financial Disclosures

TiO

Titanium dioxide

TMC

Trademark Committee

TRIR

Total recordable injury rate

TSR

Total shareholder return

United Kingdom

United Nations

UN GC

United Nations Global Compact

UN SDGs

United Nations Sustainable Development Goals

United States

USD

United States dollar

VOC

Volatile organic compound

WRI

World Resources Institute

Glossary continued

Printed by a CarbonNeutral

company with an

Environmental Management System certiﬁed to

ISO 14001. This document is printed on paper using

wood ﬁbre from well-managed, FSC

-certiﬁed forests

and other controlled sources.

100% of the inks used are HP Indigo ElectroInk which

complies with RoHS legislation and meets the chemical

requirements of the Nordic Ecolabel (Nordic Swan) for

printing companies, and 100% of any waste associated with

this production has been recycled or diverted from landﬁll.

The paper is Carbon Balanced with World Land Trust,

an international conservation charity, who offset carbon

emissions through the purchase and preservation of high

conservation value land. Through protecting standing

forests, under threat of clearance, carbon is locked in

that would otherwise be released.

Designed and produced by

Friend

www.friendstudio.com

CBP029867

Elementis plc

The Bindery

5th Floor

51-53 Hatton Garden

London EC1N 8HN

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