Elementis plc
Annual Report
and Accounts 2025
Elevate
Elementis
Strategic Report
4
Elementis in brief
5
Leveraging our global footprint
6
Investment case
7
Chair’s statement
10
Chief Executive Officer’s review
14
Strategy
22
Q&A with Luc van Ravenstein,
Chief Executive Officer
26
Our business model
32
Business performance overview
35
Market trends and opportunities
38
Key performance indicators
40
Risk management
44
Principal risks and uncertainties
50
Finance report
56
Viability and going concern statement
57
Sustainability
58
Foreword
59
Governance
60
Materiality
61
Sustainability strategy
62
Environment
75
People
84
Responsible business
88
Non-financial and sustainability
information statement
Corporate Governance
90
Chair’s introduction to governance
92
Board of Directors
96
Division of responsibilities
97
Board in action
98
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
th
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
2
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
2
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
3
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
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
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.
4
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
6
Manufacturing sites
2
R&D centres
2
Offices
318
Employees
Americas
34%
of Group revenues
2
Manufacturing sites
3
R&D centres
4
Offices
280
Employees
Europe
23%
of Group revenues
4
Manufacturing sites
3
R&D centres
4
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
94
countries
5
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.
3
Strategic
priorities
4
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.
8
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”).
6
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
7
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
2
e/$m
revenue. Following the sale of both
businesses, it is currently 94 tCO
2
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.”
8
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
9
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
10
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.”
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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.”
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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
TM
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.”
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Strategy
A clear strategy to drive the next phase of growth.
Elevate
Elementis
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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%
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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
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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
$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
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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
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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
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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
O
TIF
+20
%
Industry
best-in-class
Today
Output gain
Improve capacity utilisation at key site
S
t. Louis opportunity
+30
%
Debottlenecked
Today
Strategy continued
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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
12
Manufacturing sites
8
R&D centres
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Q: Looking back on your first year
leading Elementis, which
moments have stood out
for you?
A:
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?
A:
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
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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?
A:
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?
A:
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?
A:
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?
A:
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.”
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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?
A:
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?
A:
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?
A:
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?
A:
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.
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Q: How large could you grow
revenues from your recent
acquisition of Alchemy and
should we expect more
bolt-on M&A in 2026?
A:
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?
A:
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.”
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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
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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).
1.
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
2.
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
3.
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
19
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
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4.
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
5.
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
12
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
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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
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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
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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
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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%
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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
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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
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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
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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
2
) 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
2
usage, and a reduced carbon footprint,
delivered with consistent performance
across architectural coatings applications.
Demographics
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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
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Corporate
Governance
Financial
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%.
B
Link to annual bonus
L
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)
L
Innovation Revenue
B
Adjusted operating profit
margin (continuing basis)
Adjusted diluted EPS
L
Adjusted operating
cash conversion
38
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
B
Link to annual bonus
L
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”)
B
% change in Scope 1 & 2
GHG emissions (kt CO
2
e)
L
Revenue from natural
or naturally-derived
ingredients
Employee engagement
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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
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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
1
Global economic conditions and
competitive market pressures
2
Business interruption as a result of
supply chain failure of key raw materials
and/or third-party service provision
3
Cyber security, IT networks,
data security and privacy
4
Regulatory compliance and
product stewardship
5
Business interruption as a result of
a major event or a natural catastrophe
6
Major regulatory enforcement action,
litigation and/or other claims arising
from products and/or historical
and ongoing operations
7
Intellectual property and
know-how/protection
8
Portfolio innovation and technology
9
Health and safety
10
People, talent and succession
Change vs 2024
Same
Increasing
Decreasing
Impact
High
Medium
High
Low
Medium
Low
Probability
5
2
3
6
8
9
4
10
1
7
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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
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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.
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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
1
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
2
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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
3
4
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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
5
6
47
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
7
8
48
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
9
49
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
10
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.”
50
Elementis plc
Annual Report and Accounts 2025
Revenue
$m
2025
2024
Coatings
373.0
386.4
Personal Care
224.5
217.4
Revenue
597.5
603.8
Operating profit
$m
2025
Operating
profit/(loss)
Adjusting
items
2025
Adjusted
operating
profit/(loss)
1
2024
Operating
profit/(loss)
Adjusting
items
2024
Adjusted
operating
profit/(loss)
1
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
1
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
51
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
2.2
Early termination of contract
1.9
–
–
1.9
St. Louis fire
0.3
–
–
0.3
Environmental provisions
–
–
0.5
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
1.1
Interest on EU state aid receivable
–
–
(1.2)
(1.2)
Total charged to net finance costs
–
–
(0.1)
(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.
52
Elementis plc
Annual Report and Accounts 2025
Finance report continued
Net finance costs
$m
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
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
$m
Effective
rate %
$m
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.
53
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
$m
2025
2024
Adjusted EBITDA
1
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
2
(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)
1
Earnings before interest, tax, adjusting items, depreciation and amortisation.
2
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).
54
Elementis plc
Annual Report and Accounts 2025
Finance report continued
Balance sheet
$m
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
$m
Days
$m
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
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Financial
Statements
Shareholder
Information
Pensions and other post-retirement benefits
$m
2025
2024
UK
(19.5)
(23.0)
US
(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.
56
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
58
Foreword
59
Governance
60
Materiality
61
Sustainability strategy
62
Environment
75
People
84
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
57
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Financial
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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
0
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
1
Silver
Medium
risk
Constituent
member
MCSI
ESG rating
2
Governance
Elevating our
sustainability
performance
1
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/
2
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.
58
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
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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
60
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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
CO
2
e – while revenues only shrank 31%
during this period.
400
439
316
287
88
104
94
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.
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Strategic
Report
Corporate
Governance
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
2
e)
-14%
vs 2024 SBT baseline
Waste sent to third parties
intensity (m
3
/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
(m
3
/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
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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
(m
3
/tonne production)
Scope 1 & 2
(tCO
2
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
2
019
5.2
Baseline
7.23
Target
5.78
2025
2030
2
019
0.13
Baseline
0.161
Target
0.145
2025
2030
2
019
9.2
Baseline
11.82
Target
10.63
2025
2030
2
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.
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Corporate
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Financial
Statements
Shareholder
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
2
e)
Progress
(%)
Progress
(t CO
2
e)
Base
year
Base year
emissions
(t CO
2
e)
Biogenic
CO
2
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
Y
CO
2
, CH
4
, N
2
O,
HFCs, PFCs, SF
6
, NF
3
–
100
Scope 3
2034
35.0
234,129
3.3
11,883
2024
360,199
Y
CO
2
, CH
4
, N
2
O,
HFCs, PFCs, SF
6
, NF
3
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
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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
B
a
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
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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
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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
CO
2
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.
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Financial
Statements
Shareholder
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
1
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
1
in horizon
Short
Medium
Long
CP
NZ
DT
Scenario
Impact score
1
in horizon
Short
Medium
Long
CP
NZ
DT
Scenario
Impact score
1
in horizon
Short
Medium
Long
CP
NZ
DT
Scenario
Impact score
1
in horizon
Short
Medium
Long
CP
NZ
DT
Environment continued
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1
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
1
in horizon
Short
Medium
Long
CP
NZ
DT
Scenario
Impact score
1
in horizon
Short
Medium
Long
CP
NZ
DT
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
1
in horizon
Short
Medium
Long
CP
NZ
DT
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)
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Corporate
Governance
Financial
Statements
Shareholder
Information
1
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
2
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
2
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
1
in horizon
Short
Medium
Long
CP
NZ
DT
Scenario
Impact score
1
in horizon
Short
Medium
Long
CP
NZ
DT
Environment continued
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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
1
3
3
2
3
3
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
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GHG emissions and energy
1
2025 GHG emissions by Scope
SBT Scope 3 categories
A. Purchased goods (tCO
2
e)
309,235
B. Upstream transportation (tCO
2
e)
32,823
C. Waste generated (tCO
2
e)
6,259
Total SBT Scope 3 (tCO
2
e)
348,316
% of total Scope 3 emissions
80.1
% change vs 2024 SBT baseline
-3.3
D. Remaining Scope 3 (tCO
2
e)
86,673
Total Scope 3 (tCO
2
e)
434,989
% change vs prior year
-3.3
Scope 3
88.5%
Scope 1
7.4%
Scope 2
(market-based)
4.1%
A
B
C
D
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
2
e
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
2
e
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
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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
3
per tonne produced
in 2025 (2024: 4.9 m
3
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.
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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
TM
, 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
TM
is the latest way in which we maximise the value from our responsible
mining activities.
Environment continued
Newberry Springs, US
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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
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Strategic
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Corporate
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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
4
4
2
Total recordable injuries
2023
2024
2025
0.40
0.44
0.21
2023
2024
2025
Total recordable injuries rate
4
0
2
2023
2024
2025
Total lost time injuries
1
2
0
2023
2024
2025
Contractor recordable injuries
Total PSE Tier 1 and 2
2
2
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
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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
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Corporate
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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
13
years
Livingston
8
years
Newberry mine
10
years
Songjiang
6
years
People
Health and safety continued
Porto, Portugal
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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
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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
69
31
76
24
65
35
76
24
63
37
73
27
58
42
73
27
58
42
72
28
2021
2022
2023
2024
2025
S
enior leaders
1
Total employees
Male
Female
Male
Female
1
ELT and direct reports, excluding
administrative personnel.
Numbers do not include Ludwigshafen, Germany.
% ethnically diverse (US only)
2021
2022
2023
2024
2025
22
26
26
29
29
Newberry Springs, US
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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
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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
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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.
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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
64
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
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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.
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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.
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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.
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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
1
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
86
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
61
62-74
163
62-74
75-83
84-87
Reporting
requirement
Policies and standards that govern
our approach
1
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
86
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
― Section 172
100-103
Description
of the
business
model
―
Business model
26
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
39
57-87
60
61
62-74
62-74
1
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
88
Elementis plc
Annual Report and Accounts 2025
89
Elementis plc
Annual Report and Accounts 2025
Corporate
Governance
Financial
Statements
Shareholder
Information
Strategic
Report
1
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
90
Chair’s introduction to governance
92
Board of Directors
96
Division of responsibilities
97
Board in action
98
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
90
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
91
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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: company.secretariat@elementis.com.
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
92
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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
1
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
No
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
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
N
R
Luc van Ravenstein
Chief Executive Officer
Board of Directors
1
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
No
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
A
N
R
93
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
R
A
N
Tenure
Christopher was appointed a Non-Independent
Non-Executive Director on 1 January 2025.
Independent
No
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
N
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
A
N
R
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
R
A
N
94
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
No
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
R
A
N
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
A
Audit Committee
N
Nomination Committee
R
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
No
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
N
R
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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
2
Austrian
1
British
3
Dutch
2
Irish
1
Singaporean
1
Board ethnicity
White British or other
white (including minority
white groups)
7
Asian/Asian British
2
Not specified/
prefer not to say
1
Board gender
Male
6
Female
4
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
RH
KKC
HC
MC
DD
CM
TS
CS
CW
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
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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 111-116
Read more on pages 107-110
Read more on pages 121-143
Diversity, Equality & Inclusion
Leadership Council
Ethics &
Compliance Council
Health, Safety and
Environmental Council
Environmental
Sustainability Council
Cyber, Data Protection
and Information Governance
Steering Committee
CEO
The CEO is responsible for the day-to-day running of the business and overseeing its performance, development and strategy.
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Corporate
Governance
Financial
Statements
Shareholder
Information
Strategic
Report
Board in action
Board meeting attendance
The attendance of the Directors at the scheduled Board meetings in the year ended
31 December 2025 is as follows:
Member
Member since
Eligible
meetings
(max 8)
Attendance
John O’Higgins
February 2020
8
8
Heejae Chae
1
March 2024
8
7
Maria Ciliberti
March 2024
8
8
Dorothee Deuring
March 2017
8
8
Christopher Mills
2
January 2025
8
7
Trudy Schoolenberg
March 2022
8
8
Christine Soden
November 2020
8
8
Clement Woon
December 2022
8
8
Paul Waterman
February 2016
3
2
Ralph Hewins
November 2016
8
8
Luc van Ravenstein
April 2025
5
5
1
Heejae Chae was unable to attend a Board meeting due to a schedule clash.
2
Christopher Mills was unable to attend a Board meeting due to a schedule clash.
Board changes
We welcomed Christopher Mills to the Board in January 2025.
In April 2025, Paul Waterman stepped down from the Board and Luc van Ravenstein was
appointed to the Board as Chief Executive Officer.
In August 2025, Hannah Constantine joined Elementis following her appointment by the Board as
Group General Counsel, Chief Compliance Officer and Company Secretary.
In September 2025, it was announced that Ralph Hewins would be stepping down as CFO on
31 December 2025. Following a thorough search process led by the Nomination Committee, the
Board was pleased to announce that Kath Kearney-Croft would be appointed as CFO designate
on 3 November 2025 before becoming CFO and a member of the plc Board on 1 January 2026.
In October 2025, it was announced that Heejae Chae would be stepping down from the Board on
31 December 2025 and John O’Higgins would step down from the Board at the conclusion of the
AGM on 29 April 2026.
In February 2026, Dorothee Deuring retired from the Board after reaching a tenure of nine years
on the Board.
Further information can be found on pages 108-109.
Board meetings
The Board has a formal annual programme of activities which is supplemented by ad hoc
meetings and conference calls, when appropriate.
At its formal meetings, the Board receives standing reports on business performance, operations
(including Health, Safety and Environment (“HSE”) performance), sustainability, research and
development, Information Technology (“IT”), investor engagement, governance, and legal
and compliance.
During 2025, the Board considered a number of topics:
Annual operating plan
Environmental, social and governance
(“ESG”) and Sustainability
Ethics and compliance
External audit tender
HSE and global process safety review
Research and development
Investor relations
IT and cyber security
Legal matters (including litigation)
M&A matters (including the Talc disposal and
Alchemy Ingredients acquisition)
Manufacturing and supply chain
Risk
People-related topics, including: strategy; diversity,
equity and inclusion (“DE&I”); people engagement;
employee value proposition; and succession
Procurement
Share buyback
Strategy
The Elementis Group Pension Scheme
Scheduled meetings during the year
The allocation of agenda time for the eight scheduled meetings and ten adhoc meetings held in
2025 was categorised into: business and financial performance; strategy; and governance,
risk and compliance.
2025
2024
Business and financial performance
29.4%
28.6%
Strategy
46.5%
44.2%
Governance, risk and compliance
24.1%
27.2%
The Board regularly invites members of the ELT, and their team members, to Board meetings to
report on their relevant business and functional areas. The Non-Executive Directors (“NEDs”)
make themselves available for discussion with ELT members and subject matter experts in
advance of Board meetings where a particularly strategic subject is tabled, to enable an in-depth
exploration of the subject matter in preparation for the meeting.
All Board members, or the NEDs and the Chair, typically meet in person the evening before
Board meetings, to enable less formal discussions.
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2025
Investor meetings
In 2025, we held 127 meetings with our existing
shareholders and new investors, up 27% compared
with the prior year, reflecting the renewed interest
in the Company post the Talc disposal and the
launch of our new Elevate Elementis strategy.
The Board values the importance of an active
engagement programme and we are continuously
looking to improve our engagements to build
and develop open and trusted relationships with
our shareholders.
The Investor Relations function has primary
responsibility for managing day-to-day
communications with institutional shareholders
and supports the Chair, SID, CEO and CFO
in conducting a comprehensive shareholder
engagement programme during each financial year.
The CEO and CFO are the Company’s principal
spokespeople. Throughout the year, alongside
the Investor Relations function they engaged
extensively with existing shareholders and
prospective investors during individual and group
meetings, as well as conferences and fireside
discussions. In October 2025, the Company
participated in its first European roadshow since
2019, covering Milan, Frankfurt and Paris.
The Board receives an investor relations report
at each of its meetings, outlining recent dialogue
with investors and feedback received, and updates
from our corporate brokers JP Morgan and DB
Numis. Analysts’ reports are also made available
to the Board.
March
Appointment of new
Chief Executive Officer
As announced on 18 November 2024, Paul
Waterman stepped down from the Board on
29 April 2025. A thorough search process for his
successor was led by the Nomination Committee,
supported by an independent executive search
firm, which included consideration of a range
of candidates, both internal and external to the
Company. The Board approved the appointment
of Luc van Ravenstein as CEO and executive
Board member, with effect from 29 April 2025
following approval at the AGM. Luc is a highly
respected leader with a strong track record of
delivering innovation, growth and efficiency,
including during his 14 years at Elementis.
Governance roadshow
The Chair conducted a governance roadshow
during March, meeting with the Company’s
top shareholders. Discussions focused on the
updated strategy and Group targets, succession
planning and shareholder activism. Shareholders
were also interested to discuss a potential
sale of the Talc business. The Chair used this
opportunity to gain feedback on capital allocation
preferences and other governance-related
matters, which was subsequently shared with
the Board.
May
Divestment of Talc business
Following a strategic review of
the Talc business in August 2024,
the Board considered options in
relation to the Talc business in
‘divest’ and ‘retain’ scenarios, plus
the possible applications for any
sale proceeds, including repayment
of net debt or initiating a share
buyback programme.
In May 2025, the Board approved
the divestment of the Talc business
to IMI Fabi S.p.A., a global talc
manufacturer.
Further information can be found
on page 61.
Launch of share
buyback programme
The Board approved the
commencement of a share
buyback programme to purchase
up to approximately £40m of
the Company’s ordinary shares.
The Board was provided with
independent advice on the
buyback to ensure it enhanced
shareholder value. The purpose of
the share buyback was to reduce
the Company’s share capital.
The programme started on
28 May 2025.
April
Annual General Meeting
The Company held a hybrid AGM on
29 April 2025, which shareholders were
invited to attend in person or via a webcasting
facility, with a telephone line available
for shareholders to ask questions. The
proceedings of the AGM are available on
request. All resolutions were approved by
shareholders on a poll.
Shareholders were able to submit questions
ahead of the AGM; however, no questions
were submitted prior to or at the meeting.
A recording of the AGM can be found on
our website.
Key activities in 2025
January
The Chair of the Remuneration
Committee contacted the top 15
shareholders to share a summary of
proposed revisions to the Director’s
Remuneration Policy, ahead of its
tabling for approval at the 2025 AGM.
Shareholders who engaged were
supportive of the policy, particularly
the tightening of malus and clawback
rules and the introduction of Return
on Capital Employed (“ROCE”) and
Sustainability into the long-term
incentive plan (“LTIP”). Other members
of the Board are available to meet
with shareholders as appropriate.
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Annual Report and Accounts 2025
Corporate
Governance
Financial
Statements
Shareholder
Information
Strategic
Report
December
Completion of share
buyback programme
On 12 December 2025, the Group
announced that it had completed
its share buyback programme,
having purchased 24,578,253
shares at a total consideration of
£39,999,998.92. Of the shares
purchased, 23,026,118 shares were
cancelled (representing 4.15% of
the Group’s issued share capital)
and 1,552,135 shares were held
in Treasury and made available
to meet the Group’s share-based
award requirements.
December/February/April
Board succession
Ralph Hewins stepped down as CFO
and Kath Kearney-Croft joined the
Board as CFO on 1 January 2026.
Heejae Chae stepped down from the
Board on 31 December 2025.
Dorothee Deuring retired from the
Board on 28 February 2026 after
reaching a tenure of nine years on
the Board.
John O’Higgins, Non-Executive Chair,
will step down from the Board at the
conclusion of the AGM on 29 April 2026.
November
Acquisition of Alchemy Ingredients Limited
On 26 November 2025, the Group announced its acquisition
of Alchemy Ingredients, a UK-based company developing
innovative, high-quality and sustainable rheology modifier
ingredients for the personal care industry. Alchemy Ingredients’
products are natural functional ingredients that can fully or
partially replace synthetic raw materials in cosmetic formulations.
This acquisition is highly complementary to the Company’s
existing rheology modifiers and technology expertise. It creates
exciting opportunities to expand our skin care portfolio at a
time when demand for natural ingredients and superior sensory
experience is accelerating. By combining Alchemy Ingredients’
capabilities with our hectorite-based technologies, we aim to
develop new textures and sensory profiles that elevate our
cosmetic and skin care offerings.
October
Site visit to Livingston
Since people are the Company’s core asset,
the Board travels regularly to ensure that it has
in-person engagement with the workforce on
all levels and maintains a good understanding
of the Group’s operations.
A site visit to the manufacturing facility in
Livingston, Scotland during 2025 enabled to
the Board to gain insights from discussions
with the local management team and
colleagues about the opportunities and
challenges they face, in management
presentations as well as less formal
networking events.
Further information can be found on
page 104.
Chair succession
On 29 October 2025, the Group announced
that John O’Higgins would step down from
the Board as Chair at the conclusion of the
2026 AGM.
Further information can be found on page 109.
Divestment of Eaglescliffe, UK site
Following consent from the Environment
Agency to transfer all operating permits to
the new buyer, Flacks Group, the sale of the
Eaglescliffe site was finalised in October 2025.
September
CFO succession
On 30 September 2025, the Group
announced that Ralph Hewins would
be retiring from the Board as CFO on
31 December 2025. The Board appointed
Kath Kearney-Croft to succeed Ralph,
assuming the role of CFO designate
on 3 November 2025 before becoming
CFO and a member of the Elementis plc
Board on 1 January 2026.
Further information can be found on
page 109.
Internal Board performance
The Board undertook an internal evaluation
of its performance.
Further information can be found on
page 106.
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Annual Report and Accounts 2025
Sale of the Talc business
The Board approved the initiation of a
strategic review of the Group’s Talc business
in August 2024. In the intervening period,
which led to the announcement (in May
2025) that a sale of the Talc business had
been agreed, the Board regularly considered
divestment options as part of the strategic
review, including assessing if divesting the
Talc business would deliver benefits to the
retained Group, such as the ability to focus
as a pure-play specialty chemicals business.
S.172(1) considerations
The impact of a decision to divest
the Talc business on the retained Group
operations in the longer term, as well as
on stakeholders of the divested business.
Whether the interests of the Talc
business’s employees, customers and
suppliers would be best served as part
of the Group or under a new owner.
The changed profile of Elementis’
environmental and regulatory impacts
if the Talc business were to be sold.
The Board’s role
The Board’s decision-making process took
into consideration the possible applications
for any sale proceeds, including the
implementation of the share buyback
programme. The Board also considered the
implications for the Group’s environmental
sustainability profile, including the lower
greenhouse gas emissions footprint that
would result from a potential sale. The Board
evaluated the profiles of prospective buyers
for the Talc business and concluded that a
divestment to IMI Fabi S.p.A., a global talc
manufacturer, would be likely to result in
positive outcomes for employees, customers
and suppliers of the Talc business. Finally,
the Board used insights from investor
dialogues as part of the divestment strategy,
including as to the optimal timing of the
proposed divestment.
Key stakeholders identified
Investors
Employees (including past and current
pension holders)
Customers
Suppliers
Government and regulators
Communities and the environment
Section 172(1) statement
S172
Disclosure
Page No
The likely consequences of any decision
in the long term
Strategy
Investment case
Our business model
Business performance review
Sustainability
14-21
6
26-31
32-34
57-87
The interests of the Company’s employees
Strategy
People
Workforce engagement
Whistleblowing
Culture
14-21
75-83
104
116
104
The need to foster business relationships
with suppliers, customers and others
Strategy
Business performance overview
Sustainability
Responsible business
Our business model
14-21
32-34
57-87
84-87
26-31
The impact of the Company’s operations
on the community and the environment
Strategy
Environment
Materiality
Responsible business
14-21
62-74
60
84-87
The desirability of the Company
maintaining a reputation for high
standards of business conduct
Strategy
Risk management
Audit Committee Report
Responsible business
14-21
40-43
111-116
84-87
The need to act fairly as between
members of the Company
Strategy
Stakeholder engagement
Materiality
Environment
People
14-21
100-103
60
62-74
75-83
To enable our Directors to fulfil their duties when making decisions,
it is essential that they understand what matters to, and the anticipated
impact on, our stakeholders. Equally, it is not always possible to provide
positive outcomes for all stakeholders when considering the long-term
success of the Company. Details of our stakeholder groups and how the
business and the Board have engaged with them during the year are set
out on pages 100-103.
The above statement on
section 172 of the Companies
Act 2006 is incorporated by
reference into the Strategic
Report on pages 1-88.
Key decisions in the year
Each of the matters described below was considered
in detail at scheduled Board meetings throughout the year
(and, for the CEO succession activities, at meetings of the
Nomination and Remuneration Committees). A number
of unscheduled meetings were also arranged to ensure
stakeholder considerations were factored into the Board’s
decision-making processes.
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Corporate
Governance
Financial
Statements
Shareholder
Information
Strategic
Report
Share buyback programme
The Board approved the implementation
of a share buyback programme to return
£40m in excess cash to shareholders in
2025, following the receipt of proceeds from
the disposal of the Talc business.
S.172(1) considerations
When considering whether to approve the
distribution, the Board took into account
stakeholders’ needs and all relevant
circumstances, including the capital
requirements of the business to support
stakeholder initiatives.
The Board’s role
The Board considered that the share
buyback would benefit shareholders,
specifically through the future application
of the Group’s stated dividend policy and
the potential to deliver an increase in
earnings per share.
The Board considered positive feedback
from key institutional shareholders that a
share buyback would represent an optimal
use of capital. Furthermore, many of our
employees are also shareholders in the
business and would benefit from the
opportunity for future dividends.
The Company may continue to engage in
future share buybacks to create further value
for shareholders, when cash flow permits
and there is no immediate alternative
investment use for the funds.
Key stakeholders identified
Investors
Employees
CEO succession
Following Paul Waterman’s decision to
step down as CEO as first announced in
November 2024, Luc van Ravenstein was
announced as our next CEO in March 2025,
with his formal appointment to take effect at
the AGM on 29 April 2025.
S.172(1) considerations
The Board considered Luc van Ravenstein’s
significant experience at Elementis, leading
the Performance Specialties business
for seven years and the Personal Care
business for six years, measured against
a range of objective assessment criteria
and the suitability of other internal and
external candidates.
The Board’s role
Following a detailed evaluation of internal
and external candidates and acting upon
the recommendation of the Nomination
Committee (and the Remuneration
Committee in relation to remuneration
considerations), the Board concluded that
Elementis would benefit from Luc’s strong
track record of delivering innovation, growth
and efficiency during his then 13 years at
Elementis. He had led the Company’s largest
business segment, Performance Specialties
(comprising Coatings, Energy and Talc),
for seven years.
During this period, Luc had overseen the
transformation of Coatings into a leading
specialty chemicals business with a higher
quality product portfolio and significantly
higher margins. Before that, Luc had led the
Personal Care segment during a period of
significant growth.
Key stakeholders identified
Investors
Employees
Customers
Suppliers
Government and regulators
Communities and the environment
Porto, Portugal
East Windsor, US
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Customers
Our customers rely on us to deliver
high-quality products with superior
performance, efficiency and sustainability
features. We deliver a range of products
to customers around the world and, by
providing expertise and innovation, we
keep our customers at the forefront of
their industries.
What matters to them
Customer service and performance
Supply reliability and quality
Responsible investment
Affordability and value
How we engage
Continuous customer dialogue helps inform
our innovation, which aligns with market trends
Provision of technical support services to our
customers: an established global key account
programme enables us to focus on deepening
our customer relationships
Continuous feedback loop with key large
customers drives more sustainable,
innovative products that will meet their needs,
strengthening partnerships and collaborations
Participation and launching of new products
at conferences and trade shows, and active
participation in industry associations
Actions and outcomes
Established Elementis Global Quality
Council resulting in a robust and proactive
quality culture
Enhancements to both systems and reporting
processes have enabled better integration of
sample processing and turnaround times
Greater utilisation of the customer service
team has provided improvements in quality of
response times and order placement efficiency
Standardised processes in customer
communication have provided customers with
clearer information
Suppliers
Partnering with suppliers who are
committed to sustainable procurement is
critical to our business as it reduces cost,
mitigates supply chain risks, supports
regulatory compliance and is aligned
with our customers’ requirements.
What matters to them
Responsible and ethical supply chain
Fostering collaboration and innovation
Corporate social responsibility
How we engage
Business Partner Code of Conduct and
onboarding
Business reviews with key partners
Corporate responsibility and ethics reporting
Actions and outcomes
Rotational site visits with key and
critical suppliers
Cross functional meetings to review innovation
and strategic priorities
Cost and efficiency savings to reduce waste,
energy consumption and operational costs
Employees
Our employees are crucial to the success
of our business, and many of our
decisions have an impact on them.
Our employees want to feel valued and
empowered to make a difference. A safe,
ethical and sustainable workplace with
opportunities for real impact remains
central to our employee proposition.
What matters to them
Health, safety and wellbeing
Diverse and inclusive workplace
Fair pay and reward
Opportunities for learning and growth
How we engage
Initiatives around health, safety and wellbeing,
and our organisational culture
Promote diversity and inclusion, with a day
dedicated to inclusion in November, and
regional activities facilitated by the employee
resource group
Biannual engagement surveys to gather
feedback and develop action plans
Global and local townhall meetings
Regular leadership briefings and intranet
updates for the Fit for the Future programme
Performance reviews and career development
discussions
Unlimited access to LinkedIn Learning
Global 24-hour, confidential employee
assistance programme
Actions and outcomes
80% of sites with zero recordable injuries for
>1 year
Engagement survey participation grew to 93%,
with the grand mean increasing to 4.04
Timely and effective communication, and
consultation with trade unions, works councils
and shop stewards where appropriate
Over 887 hours logged on LinkedIn Learning
Over 115 articles posted on the global intranet
accessible to all employees
Section 172(1) statement continued
The Board has considered
the interests of stakeholders
throughout the year.
The Board receives information on stakeholder
engagement matters through regular reports
and presentations from senior management
throughout the year. All Board papers for
principal Board decisions include a specific
section on s.172(1) and stakeholder interests.
In addition to specific s.172(1) duties, there are
a range of other factors that are taken into
account or may be considered relevant in
the context of decision-making: for example,
pension scheme members or engagement
with regulatory authorities, as well as an
overarching governance framework which
includes Group policies, the Delegations
Framework and the Code of Conduct.
Directors bring additional value by sharing
knowledge or insight gained from other
previous or current roles.
The Board visited our Livingston site during
2025. This visit provided an opportunity for
employees and senior management to engage
with the Directors during their tour of the site,
which also included a management overview
presentation and a social event scheduled
with the Board. In addition, the Directors
engaged directly with our investors (see pages
98 and 103 for more detail) and participated in
a wider programme of engagement with
our employees.
Christine Soden, our DNED for Workforce
Engagement, ensures that the views and
concerns of the workforce are brought to the
Board, understood and taken into account.
Further information on our approach to
workforce engagement can be found on
page 104.
Read more on page
20
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 page
98
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
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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
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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
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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
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Nomination Committee report
Attendance at Nomination Committee meetings
Member
Member since
Eligible meetings
(max 6
1
)
Attendance
John O’Higgins
February 2020
6
6
Heejae Chae
March 2024
6
6
Maria Ciliberti
March 2024
6
6
Dorothee Deuring
March 2017
6
6
Christopher Mills
January 2025
6
6
Trudy Schoolenberg
March 2022
6
6
Christine Soden
November 2020
6
6
Clement Woon
December 2022
6
6
The CEO and CFO were invited to attend where appropriate.
1
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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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
1
10%
Independent Non-Executive Directors
2,3,4
60%
Non-Independent Non-Executive Directors
10%
Executive Directors
20%
1
John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026.
2
SID is female.
3
Heejae Chae stepped down from the Board on 31 December 2025.
4
Dorothee Deuring retired from the Board on 28 February 2026.
Board expertise and experience matrix
JOH
LvR
RH
KKC
HC
MC
DD
CM
TS
CS
CW
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
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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
1
12.5%
3-6 years
2
50%
Less than 3 years
3
37.5%
1
Dorothee Deuring retired from the Board in February 2026 after reaching her nine-year tenure.
2
John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026.
3
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.
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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
2
20%
Austrian
1
10%
British
3
30%
Dutch
2
20%
Irish
1
10%
Singaporean
1
10%
Gender representation among Board and executive management
Number of
Board
members
Percentage of
Board
Number of
senior positions
on Board
1
Number in
executive
management
2
Percentage of
executive
management
2
Male
6
60%
3
7
87.5%
Female
4
40%
1
1
12.5%
Not specified/
prefer not to say
–
–
–
–
–
1
CEO, CFO, SID, Chair.
2
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
1
Number in
executive
management
Percentage of
executive
management
White British or
other white
(including minority
white groups)
7
77.8%
4
8
100%
Mixed/multiple
ethnic groups
0
0%
0
0
0%
Asian/Asian British
2
22.2%
0
0
0%
Black/African/
Caribbean/
Black British
0
0%
0
0
0%
Other ethnic group,
including Arab
0
0%
0
0
0%
Not specified/
prefer not to say
1
11.1%
–
–
–
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
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Attendance at Audit Committee meetings
Member
Member since
Eligible meetings
(max 3)
Attendance
Christine Soden (Chair)
November 2020
3
3
Maria Ciliberti
March 2024
3
3
Dorothee Deuring
March 2017
3
3
Trudy Schoolenberg
March 2022
3
3
Clement Woon
December 2022
3
3
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
112
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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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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
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
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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
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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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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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
1.
Board leadership and company purpose
A.
Board of Directors
92-95
B.
Purpose, values, strategy and culture
90
C.
Board decisions and outcomes
100-101
D.
Stakeholder engagement
102-103
E.
Workforce policies and practices
104-105
2.
Division of responsibilities
F.
Leadership of Board by Chair
118
G.
Board composition and responsibilities
118
H.
Role of the Non-Executive Directors
118
I.
Board policies, processes, information, time and resources
117-119
3.
Composition, succession and evaluation
J.
Board appointments and succession
108-109
K.
Board skills, experience and knowledge
108
L.
Annual Board and Committee evaluation
106
4.
Audit, risk and internal controls
M.
Financial reporting, external auditor and internal audit
112-115
N.
Fair, balanced and understandable assessment
116
O.
Internal financial controls and risk management
115
5.
Remuneration
P.
Linking remuneration with purpose and strategy
122-125
Q.
Remuneration Policy review
122
R.
Remuneration performance outcomes
126
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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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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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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
5
5
Heejae Chae
March 2024
5
5
Dorothee Deuring
March 2017
5
5
John O’Higgins
February 2020
5
5
Christine Soden
November 2020
5
5
Trudy Schoolenberg
March 2022
5
5
The Directors’ Remuneration report
The Directors’ Remuneration report is set out
in the following parts:
1.
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;
2.
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;
3.
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
4.
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
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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
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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
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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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Annual Report and Accounts 2025
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
2
e and result in 25% vesting, increasing on a straight line to full vesting for an
absolute emissions reduction of 15,425t CO
2
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 company.secretariat@elementis.com
Clement Woon
Chair, Remuneration Committee
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Annual Report and Accounts 2025
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
127
Elementis plc
Annual Report and Accounts 2025
Corporate
Governance
Financial
Statements
Shareholder
Information
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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Annual Report and Accounts 2025
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
Threshold
vesting
Maximum
Maximum
vesting
2028 EPS
30%
16 cents
per share
25%
19 cents
per share
100%
ARG
30%
3%
25%
7%
100%
Relative TSR vs
FTSE All-Share
Index
30%
Median
25%
Upper
quartile
100%
Environmental
sustainability
10%
54,013 t
CO
2
e
25%
46,300 t
CO
2
e
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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Corporate
Governance
Financial
Statements
Shareholder
Information
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%
130
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Annual Report and Accounts 2025
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
1
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
1
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
2
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
1
John O’Higgins’s re-appointment was approved by the Nomination Committee on 2 December 2025.
2
Clement Woon’s re-appointment was approved by the Nomination Committee on 20 October 2025.
Directors’ Remuneration report continued
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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 | |
1
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).
2
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.
3
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.
4
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.
5
Maria Ciliberti was appointed to the Board on 11 March 2024, and Heejae Chae was appointed to the Board on
25 March 2024.
6
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.
7
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.
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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% | |||||
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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% |
1
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.
2
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 |
1
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).
2
Value of dividend equivalents estimated based on dividends until 31 December 2025.
3
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.
4
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.
5
Pro-rated to termination date of 31 July 2025 (i.e. 77.6%).
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 |
1
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).
2
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):
1
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.
2
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.
3
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.
4
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.
5
Replacement awards structured as nil cost options made under standalone arrangements that borrow terms
from the DSBP as amended. The options remain unexercised.
6
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 |
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.
2
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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Annual Report and Accounts 2025
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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
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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.
0
50
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% |
1
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.
2
Relates to Paul Waterman’s buy-out awards which vested in March 2017.
3
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.
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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% |
1
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.
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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% |
1
All percentages are based on converting relevant local currencies into pounds sterling using the average rates for the respective year.
2
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.
3
John O’Higgins assumed the role of Chair on 1 September 2021.
4
Trudy Schoolenberg was appointed NED on 15 March 2022 and assumed the role of SID in April 2022.
5
Christine Soden joined the Board as NED and DNED for workforce engagement on 1 November 2020.
6
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.
7
Paul Waterman and Ralph Hewins recommended and the Committee agreed that no bonuses should be payable in relation to 2020 performance.
8
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 |
1
Votes withheld are not included in the final figures as they are not recognised as a vote in law.
Corporate
Elementis plc
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
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Annual Report and Accounts 2025
Corporate
Governance
Financial
Statements
Shareholder
Information
Strategic
Report
Shares
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.
147
Elementis plc
Annual Report and Accounts 2025
Corporate
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
148
Elementis plc
Annual Report and Accounts 2025
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
149
Elementis plc
Annual Report and Accounts 2025
Financial
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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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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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.
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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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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
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158
Note
2025
$m
2024
1
$m
Revenue
2
Cost of sales
(317.4 )
(314.2 )
Gross profit
Distribution costs
(91.6 )
(98.5 )
Administrative expenses
(79.5 )
(95.1 )
Operating profit
2
Comprising of:
Adjusted operating profit
5
Adjusting items
5
(17.7 )
(23.2 )
Other expenses
2
25
(2.6 )
(2.0 )
Finance income
3
Finance costs
4
(19.5 )
(22.6 )
Profit before income tax
Tax
6
(27.6 )
(25.5 )
Profit from continuing operations
7
Loss from discontinued operations
33
(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)
9
Diluted earnings (cents)
9
Adjusted basic earnings (cents)
9
Adjusted diluted earnings (cents)
9
From continuing and discontinued operations
Basic loss (cents)
9
(7.8 )
(8.1 )
Diluted loss (cents)
9
(7.8 )
(8.1 )
1
2024 has been re-presented following the sale of the Talc business. See Note 33 for further details.
2
Other expenses comprise administration expenses for the Group’s pension schemes.
Note
2025
$m
2024
1
$m
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
25
(3.1 )
(14.3 )
Deferred tax associated with retirement
benefit obligations
Items relating to discontinued operations, net of tax
33
Items that may be reclassified subsequently
to profit and loss:
Exchange differences on translation of foreign
operations
22
(23.9 )
Effective portion of change in fair value of
net investment hedge
22
Effective portion of changes in fair value of
cash flow hedges
22
Fair value of cash flow hedges transferred
to income statement
22
Tax associated with changes in cash flow hedges
(0.4 )
Exchange differences on translation of
share options reserves
Items relating to discontinued operations, net of tax
33
(7.0 )
(5.3 )
Other comprehensive income/(loss)
(30.6 )
Total comprehensive loss for the year attributable to equity
holders of the parent
(40.4 )
(78.4 )
1
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
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Note
2025
31 December
$m
2024
31 December
$m
Non-current assets
Goodwill and other intangible assets
10
Property, plant and equipment
11
Derivative financial assets
21
Deferred tax assets
16
Net retirement benefit surplus
25
Total non-current assets
Current assets
Inventories
12
Trade and other receivables
13
Derivative financial assets
21
EU State aid tax recoverable
Current tax assets
Cash and cash equivalents
20
Total current assets
Assets classified as held for sale
Total assets
Note
2025
31 December
$m
2024
31 December
$m
Current liabilities
Short-term borrowings
19
(50.0 )
Trade and other payables
14
(92.0 )
(108.4 )
Derivative financial liabilities
21
(1.5 )
Current tax liabilities
(16.0 )
(9.8 )
Lease liabilities
24
(4.5 )
(5.9 )
Provisions
15
(1.7 )
(6.3 )
Total current liabilities
(164.2 )
(131.9 )
Non-current liabilities
Loans and borrowings
19
(186.2 )
(219.2 )
Retirement benefit obligations
25
(8.6 )
(8.6 )
Deferred tax liabilities
16
(92.3 )
(98.1 )
Lease liabilities
24
(15.9 )
(28.8 )
Provisions
15
(3.4 )
(42.1 )
Derivative financial liabilities
21
(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
Equity
Share capital
17
Share premium
Other reserves
18
Retained earnings
Total equity attributable to holders of the parent
Total equity
signed on its behalf by:
Luc van Ravenstein
Kath Kearney-Croft
CEO
Consolidated balance sheet
As at 31 December 2025
Elementis plc
Annual Report and Accounts 2025
160
Note
2025
2024
Share
capital
$m
Share
premium
$m
Other
reserves
$m
Retained
earnings
$m
Total
equity
$m
Share
capital
$m
Share
premium
$m
Other
reserves
$m
Retained
earnings
$m
Total equity
$m
Balance at 1 January
Comprehensive income:
Loss for the year
(45.5 )
(45.5 )
(47.8 )
(47.8 )
Other comprehensive income:
Exchange differences
22
(17.3 )
(17.3 )
Effective portion of changes in fair value of cash flow hedges
22
Fair value of cash flow hedges transferred to the
income statement
22
(4.5 )
(4.5 )
(4.4 )
(4.4 )
Tax associated with changes in cash flow hedges
(0.4 )
(0.4 )
Remeasurements of retirement benefit obligations
25
(3.1 )
(3.1 )
(14.3 )
(14.3 )
Deferred tax associated with retirement benefit obligations
Recycling of deferred foreign exchange gains on disposal
22
(2.0 )
(2.0 )
Transfer
(6.4 )
(5.3 )
Total other comprehensive income/(loss)
(24.7 )
(5.9 )
(30.6 )
Total comprehensive income/(loss)
(41.1 )
(40.4 )
(24.7 )
(53.7 )
(78.4 )
Transactions with owners:
Issue of shares by the Company
Purchase of shares by the Company and Employee Share
Options Trust (“ESOT”)
(1.5 )
(54.1 )
(54.1 )
Dividends paid
(25.3 )
(25.3 )
(18.8 )
(18.8 )
Deferred tax on share-based payments recognised
within equity
(0.5 )
(0.5 )
Share-based payments
26
Fair value of cash flow hedges transferred to net assets
22
(0.2 )
(0.2 )
Total transactions with owners
(1.4 )
(79.6 )
(72.7 )
(18.7 )
(11.9 )
Balance at 31 December
Consolidated statement of changes in equity
For the year ended 31 December 2025
Financial
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Note
2025
$m
2024
1
$m
Operating activities:
Profit from continuing operations
Adjustments for:
Other expenses
Gain on disposal of Eaglescliffe site
(6.9 )
Finance income
(3.0 )
(2.9 )
Finance costs
Tax charge/(credit)
Depreciation and amortisation
Loss on disposal of property, plant and equipment
Decrease in provisions and financial liabilities
(11.3 )
(16.3 )
Pension payments net of current service cost
25
(2.3 )
(0.6 )
Share-based payments expense
26
Operating cash flow before movement in working capital
(Increase)/decrease in inventories
(7.7 )
(Increase)/decrease in trade and other receivables
(7.6 )
Decrease in trade and other payables
(4.7 )
(14.8 )
Cash generated by operations
Income taxes paid
(22.1 )
(26.5 )
Interest paid
(17.3 )
(16.9 )
Net cash flow used in operating activities from
discontinued operations
33
Net cash flow from operating activities
Note
2025
$m
2024
1
$m
Investing activities:
Interest received
Purchase of property plant and equipment
11
(22.3 )
(16.5 )
Purchase of intangible assets
10
(0.6 )
(0.4 )
Disposal of business
33
Acquisition of business
32
(20.1 )
Net cash flow used in investing activities from
discontinued operations
33
(6.7 )
(20.8 )
Net cash flow used in investing activities
(7.3 )
(37.5 )
Financing activities:
Issue of shares by the Company
Repurchases of shares by the Company and ESOT
(54.1 )
Repayment of term loans
19
(244.0 )
(25.0 )
Proceeds from new term loans
19
Net movement on other loans and borrowings
28
(9.8 )
Dividends paid
(25.3 )
(18.8 )
Payment of interest on lease liabilities
24
(0.9 )
(1.1 )
Payment of gross lease liabilities
24
(3.8 )
(3.7 )
Net cash flow used in financing activities from
discontinued operations
33
(0.9 )
(1.9 )
Net cash flow used in financing activities
(82.5 )
(59.8 )
Net increase in cash and cash equivalents
(15.6 )
Cash and cash equivalents at 1 January
Foreign exchange on cash and cash equivalents
(2.7 )
Cash and cash equivalents classified as held
for sale
33
(5.9 )
Cash and cash equivalents at 31 December
20
1
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
the parent company of the Group. The address of its registered office is The Bindery, 5th Floor,
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
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
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 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.
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
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.
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
Notes to the consolidated financial statements
For the year ended 31 December 2025
Financial
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1. Accounting policies continued
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
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
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.
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
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
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Notes to the consolidated financial statements continued
1. Accounting policies continued
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
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
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,
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
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
Financial
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1. Accounting policies continued
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
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
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
Trade payables are non-interest-bearing borrowings and are initially measured at fair value and
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
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
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
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.
Elementis plc
Annual Report and Accounts 2025
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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
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.
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
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
Transactions of the Group-sponsored ESOT are included in the consolidated financial statements.
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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
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167
1. Accounting policies continued
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.
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
Other expenses are administration costs incurred and paid by the Group’s pension schemes,
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.
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
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
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
Elementis plc
Annual Report and Accounts 2025
168
Notes to the consolidated financial statements continued
1. Accounting policies continued
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
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
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
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
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 |
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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
169
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 |
||||||||
Elementis plc
Annual Report and Accounts 2025
170
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) |
1
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.
| 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) |
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
171
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 |
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 |
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.
Elementis plc
Annual Report and Accounts 2025
172
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 |
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
173
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 |
Elementis plc
Annual Report and Accounts 2025
174
Notes to the consolidated financial statements continued
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 |
1
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.
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
175
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 |
1
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.
2
The uncertain tax provisions are the net of a provision of $10.8m made during the period in respect of an open
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 |
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
1
:
2025 | 2024 | |
Number | Number | |
Personal Care and Coatings | 1,024 | 1,045 |
Central | 29 | 24 |
Discontinued segments | 74 | 232 |
Total | 1,127 | 1,301 |
1
Elementis plc
Annual Report and Accounts 2025
176
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).
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
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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
177
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 |
Elementis plc
Annual Report and Accounts 2025
178
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 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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
179
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.
Elementis plc
Annual Report and Accounts 2025
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
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 |
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
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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
181
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
Elementis plc
Annual Report and Accounts 2025
182
Notes to the consolidated financial statements continued
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)
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
183
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).
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.
Elementis plc
Annual Report and Accounts 2025
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
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
Cash and cash equivalents comprise the following:
2025 |
2024 |
|
$m |
$m |
|
Cash at bank and on hand at 31 December |
54.6 |
59.9 |
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
185
| 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) |
|
1
Elementis plc
Annual Report and Accounts 2025
186
21. Financial instruments continued
Notes to the consolidated financial statements continued
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) |
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
187
| 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
Annual Report and Accounts 2025
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) |
1
Recorded in finance costs in the income statement.
2
Recorded in loss from discontinued operations in the income statement.
3
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) |
Financial
Elementis plc
Strategic
Corporate
Shareholder
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Annual Report and Accounts 2025
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189
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) |
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 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 |
Elementis plc
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 |
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 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).
Financial
Elementis plc
Strategic
Corporate
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Annual Report and Accounts 2025
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191
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 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.
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.
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.
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
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
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.
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
Financial
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
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193
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.
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 |
1
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.
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
Elementis plc
Strategic
Corporate
Shareholder
Statements
Annual Report and Accounts 2025
Report
Governance
Information
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) |
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,
Elementis plc
Annual Report and Accounts 2025
196
Notes to the consolidated financial statements continued
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
Elementis plc
Strategic
Corporate
Shareholder
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 | ||||
1
Where necessary option prices were adjusted by a factor of 1.092715 to reflect the dilutive effects of the
2018 Rights Issue.
2
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.
3
Awards made as one-off agreements that borrow from the terms of the LTIP.
4
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.
5
Conditional share award under the DSBP.
6
Awards made as one-off agreements under the DSBP (nil cost options).
7
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.
8
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
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
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.
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’
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
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 $17.1 m. 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.
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
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.
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
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
6
807.1
790.5
Trade and other receivables
7
–
12.7
Total non-current assets
807.1
803.2
Current assets
Cash and cash equivalents
8
3.4
–
Total current assets
3.4
–
Total assets
810.5
803.2
Current liabilities
Trade and other payables
9
(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
10
28.5
29.5
Share premium
178.0
178.0
Capital redemption reserve
10
84.4
83.3
Other reserves
10
250.5
250.5
Share option reserve
10
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
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Other
reserves
£m
Share
options
reserve
£m
Retained
earnings
£m
Total
£m
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Other
reserves
£m
Share
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
1
4
–
–
–
–
–
251.5
251.5
–
–
–
–
–
2.2
2.2
Other comprehensive income:
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total comprehensive income
–
–
–
–
–
251.5
251.5
–
–
–
–
–
2.2
2.2
Transactions with owners:
Issue of shares by the Company
10
0.1
–
–
–
–
0.2
0.3
0.1
0.3
–
–
–
–
0.4
Purchase of shares by
the Company
10
(1.1)
–
1.1
–
–
(40.0)
(40.0)
–
–
–
–
–
–
–
Dividends paid
–
–
–
–
–
(18.9)
(18.9)
–
–
–
–
–
(14.8)
(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
1
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
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
1
Alembic Manufacturing Limited
Personal Care products
United Kingdom
2
Deuchem Co., Limited
Additives and resins
Taiwan
3
Deuchem (Shanghai) Chemical
Co. Limited
Additives and resins
People’s Republic of China
4
Elementis Pharma GmbH
Personal Care products
Germany
5
Elementis (Shanghai) New
Material Co. Limited
Additives and resins
People’s Republic of China
4
Elementis Specialties (Anji)
Limited
Organoclays
People’s Republic of China
6
Elementis Specialties do Brasil
Quimica Ltda
Coatings additives
Brazil
7
Elementis Specialties Inc
Rheological additives,
colourants, waxes, other
specialty additives
United States of America
8
Elementis SRL Inc
Personal Care products
United States of America
8
Elementis UK Limited
Rheological additives,
colourants, waxes, other
specialty additives
United Kingdom
1
1
Registered office: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.
2
Registered office: Unit 6 Wimbourne Buildings, Atlantic Way, Barry Docks, Barry, South Glamorgan
CF63 3RA, UK.
3
Registered office: 92 Kuang-Fu North Road, Hsinchu Industrial Park, Hukou, Hsinchu Taiwan, ROC.
4
Registered office: 99 Lianyang Road, Songjiang Industrial Zone, Shanghai, China.
5
Registered office: Giulinistr. 2, 67065 Ludwigshafen, Germany.
6
Registered office: Huibutai, Majiadu Village, Dipu Town, Anji County, Huzhou City, Zhejiang Province, China.
7
Registered office: Rodovia Nelson Leopoldino, SP 375, Km 13,8, s/n, Bairro Rural, Palmital, São Paulo, Brazil.
8
Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, US.
205
Elementis plc
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
1
Elementis America Shared Services Inc
Dormant
United States of America
2
Elementis Catalysts Inc
Dormant
United States of America
2
Elementis Chemicals Inc
Dormant
United States of America
2
Elementis Export Sales Inc
Non-trading
United States of America
2
Elementis Finance (Ireland) Limited
Non-trading
Ireland
3
Elementis Finance (Jersey) Limited
Non-trading
Jersey
4
Elementis Germany GmbH
Non-trading
Germany
5
Elementis Global LLC
Non-trading
United States of America
2
Elementis GmbH
Non-trading
Germany
5
Elementis Holdings Limited
Non-trading
United Kingdom
1
Elementis Nederland BV
Non-trading
Netherlands
6
Elementis NZ Limited
Non-trading
New Zealand
7
Elementis Overseas Investments Limited
Non-trading
United Kingdom
1
Elementis Pigments Inc
Dormant
United States of America
2
Elementis Portugal, Unipessoal Lda
Non-trading
Portugal
8
Elementis S.E.A. (Malaysia) Sdn Bhd
Non-trading
Malaysia
9
Elementis Securities Limited
Non-trading
United Kingdom
1
Elementis Specialties (India) Private Limited
Non-trading
India
10
Elementis US Holdings Inc
Non-trading
United States of America
2
H & C Lumber Inc
Dormant
United States of America
2
Harcros Chemicals Canada Inc
Dormant
Canada
11
Iron Oxides S.A. de CV
Dormant
Mexico
12
Reheis Inc
Non-trading
United States of America
2
SRLH Holdings Inc
Non-trading
United States of America
2
SRL International Holdings LLC
Non-trading
United States of America
2
WBS Carbons Acquisitions Corp
Non-trading
United States of America
2
1
Registered office: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.
2
Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, US.
3
Registered office: 8th Floor, Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland.
4
Registered office: 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.
5
Registered office: c/o TMF, Maximilianstrasse 54, 80538 München, Germany.
6
Registered office: Distributiestraat 5, 7041 KJ’s Heerenberg, Nederland.
7
Registered office: KPMG, P O Box 1584, 18 Viaduct Harbour Avenue, Maritime Square, Auckland, New Zealand.
8
Registered office: c/o Avenida da Boavista, Numbero 3265 – 2.8 Porto, 4100-137 Porto, Portugal.
9
Registered office: 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.
10
Registered office: Unit-B, Ground Floor, Jaswanti Landmark, Mehra Industrial Estate, L.B.S. Marg, Vikhroli (W),
Mumbai 400079, India.
11
Registered office: C/o Stewart McKelvey Stirling Scales, 44 Chipman Hill, Suite 1000 ON E2L 4S6, Canada.
12
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.
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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
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Corporate
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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
$m
2024
$m
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)
(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
$m
2024
$m
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
$m
2024
$m
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
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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
$m
2024
1
$m
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%
1
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
$m
2024
1
$m
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
2
185.4
157.2
Net Debt/EBITDA
3
pre-IFRS 16
1.3
1.1
Net Debt/EBITDA post-IFRS 16
Adjusted EBITDA
149.0
141.8
Net Debt
2
185.4
157.2
IFRS 16 lease liabilities
20.4
27.2
Net Debt including lease liabilities
205.8
184.4
Net Debt/EBITDA
2
post-IFRS 16
1.4
1.3
1
2024 has been re-presented following the sale of the Talc business.
2
See Note 28. Net debt excludes lease liabilities.
3
Net Debt/EBITDA, where EBITDA is the adjusted EBITDA on continuing operations of the Group.
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Statements
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Information
Strategic
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Corporate
Governance
2025
$m
2024
$m
2023
$m
2022
$m
2021
$m
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
$m
2024
$m
2023
$m
2022
$m
2021
$m
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
1
(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
1
Ratio of operating profit after adjusting items to interest on net borrowings.
Five-year record
210
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211
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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
2
equivalent (CO
2
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
4
and N
2
O. All Global Warming Potential (“GWP”) data
are from IPCC AR6.
Bioenergy: CO
2
from bioenergy is reported outside of the Scopes. CH
4
and N
2
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
2
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
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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
2
e)
-4.1
36,428
37,971
32,925
39,540
38,080
45,354
Scope 2 (tonne CO
2
e)
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
2
e)
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
2
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
2
e/$m revenue)
Market
-13.1
94
109
97
97
115
133
Location
-2.3
112
115
104
105
112
131
Outside of scopes – CO
2
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
2
e)
% 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
0
0
Product end-of-life
-1.7
39,051
39,726
Downstream leased assets
Not applicable
0
0
Franchises
Not applicable
0
0
Investments
0.0
96
96
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
1
Totals may not add up due to rounding. For more information on our calculation approach, see page 212 and our website.
2
All prior year data is restated following the divestment of our Talc business and the Eaglesclife, UK site during 2025.
214
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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
0
0
Renewable/low carbon electricity (% of total energy)
13.6
5.4
5.9
6.4
0.0
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
2
e)
1.2
7,410
7,323
5,350
7,726
7,657
7,552
Scope 2 (tonne CO
2
e)
Market
19.5
13
10
599
14
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
2
e)
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
2
e/tonne production)
Market
2.7
0.43
0.42
0.45
0.41
0.51
0.55
Location
0.0
0.52
0.52
0.50
0.48
0.48
0.50
Total energy (MWh)
1
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
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
3
)
-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
3
/tonne produced)
-10.9
9.21
10.34
10.56
10.01
9.67
11.82
Water withdrawn from high water stress areas (m
3
)
1
8.8
225,962
207,609
188,142
140,540
212,175
134,507
Water withdrawn from high water stress areas intensity (m
3
/tonne produced)
-6.2
4.63
4.93
6.10
13.50
13.27
7.52
1
Based on WRI Aqueduct tool.
Water metric (m
3
)
All locations
Water-stressed
locations
Water withdrawal by source
Ground
319,690
71,428
Surface
121,919
121,919
Third party
838,869
32,615
Total water withdrawn
1,280,478
225,962
Water discharge by destination
Ground
0
0
Surface
117,811
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
51
1,122
Recycled
118
5,483
5,601
Reused
0
0
0
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
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
(company.secretariat@elementis.com) 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
UK
Principal offices
Elementis plc
The Bindery
5th Floor
51-53 Hatton Garden
London
EC1N 8HN
UK
Tel: +44 20 8148 5966
Elementis Global
469 Old Trenton Road
East Windsor
NJ 08512
US
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
company.secretariat@elementis.com
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
79
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
59
2-13 Delegation of responsibility for managing impacts
59
2-14 Role of the highest governance body in
sustainability reporting
59
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
88
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
79
GRI 3: Material
Topics 2021
3-1 Process to determine material topics
60
3-2 List of material topics
60
3-3 Management of material topics
57-88
GRI 101:
Biodiversity 2024
101-2 Management of biodiversity impacts
74
101-5 Locations with biodiversity impacts
74
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
79
201-4 Financial assistance received from government
168
GRI 205:
Anti-corruption
2016
205-2 Communication and training about
anti-corruption policies and procedures
85
205-3 Confirmed incidents of corruption and
actions taken
86
GRI 206:
Anti-competitive
Behaviour 2016
206-1 Legal actions for anti-competitive behaviour,
anti-trust, and monopoly practices
86
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
71
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
79
401-2 Benefits provided to full-time employees that are
not provided to temporary or part-time employees
79
401-3 Parental leave
79
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
78
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
83
404-3 Percentage of employees receiving regular
performance and career development reviews
83
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
79
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
87
GRI 418: Customer
Privacy 2016
418-1 Substantiated complaints concerning breaches
of customer privacy and losses of customer data
86
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
2
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
78
Description of water management risks
and discussion of strategies and
practices to mitigate those risks
RT-CH-140a.3
73
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
76
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
39
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
87
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
CO
2
Carbon dioxide
CO
2
e
Carbon dioxide equivalent
CP
Current policies
CSRD
Corporate Sustainability Reporting Directive
DE&I
Diversity, equity and inclusion
DNED
Designated Non-Executive Director
DSBP
Deferred Share Bonus Plan
DT
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
EU
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
GJ
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
HR
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
IP
Intellectual Property
IPCC
Intergovernmental Panel on Climate Change
ISO
International Organization for Standardization
IT
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
m
3
Cubic metres
M&A
Mergers and acquisitions
MT
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
NZ
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
2
Titanium dioxide
TMC
Trademark Committee
TRIR
Total recordable injury rate
TSR
Total shareholder return
UK
United Kingdom
UN
United Nations
UN GC
United Nations Global Compact
UN SDGs
United Nations Sustainable Development Goals
US
United States
USD
United States dollar
VOC
Volatile organic compound
WRI
World Resources Institute
Glossary continued
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Elementis plc
The Bindery
5th Floor
51-53 Hatton Garden
London EC1N 8HN
www.elementis.com