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Annual Report 2025
Innovating
together
Contents
Strategic report
Who we are and what we do
2 Our business model
3 Our strategy
4 The story of our year
5 Chair’s statement
7 ChiefExecutiveOfficer’sreview
10 Our key performance indicators
Review of the year
13 Financialreview
20 Divisionalperformancereviews
26 Sustainability in focus
34 Innovation in focus
36 People in focus
41 Our Vision 2030 progress
44 Managing risk
49 Principal risks and uncertainties
Non-financial and other disclosures
58 Climate Action report
63 Section 172(1) statement and
stakeholderengagement
64 Going concern and Viability statement
65 Non-financialandsustainability
informationstatement
Governance report
67 The Chair’s introduction
67 The Board at a glance
68 Our Board of Directors
72 Our Executive Committee
74 Ourgovernanceframework
75 The Board’s year
78 HowtheBoardengages
(s.172compliance)
83 CompliancewiththeCode
88 Audit Committee report
95 Nomination Committee report
98 Directors’ remuneration report and
proposednewremunerationpolicy
127 Other regulatory disclosures
129 Statement of Directors’ responsibilities
Financial statements
Group financial statements
131 Independent auditors’ report
138 Consolidatedincomestatement
139 Consolidated statement of
comprehensiveincome
140 Consolidated statement of changes
inequity
141 Consolidated balance sheet
143 Consolidatedcashflowstatement
144 Reconciliationofnetcashflowfrom
operating activities to movement in
netdebt
145 Notes to the consolidated
financialstatements
Company financial statements
190 Companystatementoffinancialposition
192 Companystatementofchangesinequity
193 Notes to the Company
financialstatements
Other information
203 Environmental performance summary
207 Global Reporting Initiative (GRI)
contentindex
210 Glossary of terms
212 Historicalfinancialsummary
213 Advisers
About this report
Throughoutthisreportyouwillfindlinks
toourwebsite. If you are reading the PDF
versionofthereport,theselinkswillbelive.
Ifreadingtheprintedreport,pleasegoto
Synthomer.com and search for the
appropriateinformation.
Synthomer plc Annual Report 2025
Who we are
We are a leading supplier of high-performance, highly
specialised polymers and ingredients that play vital
roles in key sectors such as coatings, construction,
adhesives, and health and protection – growing
markets that serve billions of end users worldwide.
From our innovation centres of excellence and
manufacturing sites across Europe and the Middle East,
The Americas and Asia, we innovate together with our
customers to develop new products and enhance
existing ones tailored to their needs, with an increasing
range of sustainability benefits. And through our focus
on making our business more efficient, more global and
even more specialised, we are positioned to lead the
way as a speciality business whose products enhance
people’s homes and cities, lifestyles, transportation
and healthcare.
Our business is built around three divisions, serving
customers in attractive end markets where demand
is driven by global megatrends including urbanisation,
demographic change, climate change and sustainability,
and shifting economic power.
3
,
800
People
29
Manufacturing sites
110+
Countries served
6
,
000+
Customers
5
Innovation centres
of excellence
Coatings & Construction Solutions
Our specialist polymers enhance the
sustainability andperformance of a wide
rangeof coatings and construction products.
We serve customers in applications including
architectural and masonry coatings, mortar
modification, waterproofing andflooring,
fibrebonding, and energy solutions.
Adhesive Solutions
Our products help our customers bond, modify
and compatibilise surfaces and components
forapplications including tapes and labels,
packaging, hygiene, tyres and plastic
modification, improving permeability, strength,
elasticity, damping, dispersion and grip.
Health & Protection and Performance Materials
We are a world-leading supplier of water-based
polymers formedical gloves, and a major
European manufacturer ofhigh-performance
binders, foams andother products serving
customers in a range of endmarkets.
Visit our website to find out
moreaboutour divisions
Synthomer plc Annual Report 20251
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Who we are and what we do
Our business model
1 EBITDA is calculated as operating profit before depreciation, amortisation and Special Items.
2 GHG emissions definition as GHG Protocol Corporate Accounting and Reporting Standard.
We are a business-to-business speciality chemicals producer. We create value for all our stakeholders
by applying our expertise and innovation capabilities to provide high-performance water-based
polymers and ingredients to a wide range of blue-chip customers in multiple attractive end markets.
Key strengths
andresources
Our business
Value creation
forstakeholders
2021-2025
Talented people
3,800 entrepreneurial, highly skilled
employees with the expertise and
experienceto driveour success
Our global footprint
29 manufacturing sites across
TheAmericas, EMEAandAsia, and
fiveinnovation centresofexcellence
Agile supply chain
Our supply chain combines flexibility,
agilityand resilience through its mix
oflong-term supply relationships and
market-based sourcing of 25+ strategic,
and hundreds of secondary, raw materials
Innovation and product development
Hundreds of Synthomer technical service
partners focused on understanding
customers’ individual product needs
andcollaborating with them on
formulations
Cash-generative businessmodel
With scope to flex capital allocation
throughthe cycle, within risk
managementlimits
Creating products
andsolutions for 6,000+
long-standing customers
in multiple attractive
endmarkets…
… with
global exposure
toGDP+growth
megatrends…
… through
three end-customer
focuseddivisions…
EBITDA
1
£1.2bn
Free Cash Flow
£374m
Wages and salaries
£1.2bn
R&D spend
£159m
Supplier spend
£7.9bn
Corporation tax paid
£160m
Dividends and capital
returned to shareholders
£173m
Decrease in Scope 1 and 2
GHG
2
emissions
>54kt
Coatings
Construction
Health and protection
Tapes, labels and packaging
EV tyres
Energy
Consumer/hygiene
Accelerating urbanisation
Demographic and
socialchange
Climate change and
sustainability
Shifting economic power
Coatings & Construction
Solutions
Adhesive Solutions
Health & Protection
and Performance Materials
… with innovation driving new product development in close collaboration with
customers, and a focus on sustainability throughout our value chain
Supported by a small corporate centre focused on
Business excellence (SynEx) – Risk management – Capital allocation – Portfolio management
Synthomer plc Annual Report 20252
Our strategy
Since 2022, Synthomer has been delivering on our transformational strategy to become a more focused,
stronger speciality chemicals business and fulfil our purpose: creating innovative and sustainable solutions
for the benefit of customers and society.
The five pillars of our strategy… … are each underpinned by three critical principles… … in pursuit of our long-term ambition.
Organic growth in attractive
end markets
Rigorous and consistent portfolio
management to build focused,
leadingpositions
Operational and commercial
excellencein how we run our business
Differentiated steering in how
weallocate capital and talent
Diversity, equity and inclusion
andholistic people development
End-market
orientation
ineverything we do
See pages 20-25
Sustainability
as a value driver and a
principlefor how we run
ourbusiness
See pages 26-33
Innovation
as a critical enabler
See pages 34-35
A speciality chemicals companyfocused
onselected attractive end markets
Increasing our specialisation, global reach and simplicity
Greater speciality weighting (by revenue)
Speciality % Base %
50 50
In 2022
55 45
In 2025
70 30
Future
More balanced geographic distribution (by revenue)
USA/Asia % EMEA %
45 55
In 2022
50 50
In 2025
60 40
Future
Less complexity
Manufacturing sites
43
In 2022
29
In 2025
<25
Future
Synthomer plc Annual Report 20253
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Who we are and what we do
The story of our year
1 Continuing Group unless otherwise stated.
We continued to
makeprogress on the
strategic transformation
ofour business…
£30m in self-help delivered including
further cost savings programme
implemented in 2025
Site footprint reduced by two through
divestments and site rationalisations
William Blythe divestment completed,
withfour further processes under way
New customer partnerships signed
Bank facilities refinanced to 2029
withrevised covenants
Continued investment in building a high-
performance culture, including a new
leadership development programme
… and strong operational
execution helped us
navigateweak demand
1
…
£1,739.2m revenue
-9.9% in constant currency vs 2024
£136.5m EBITDA
-4.5% in constant currency vs 2024
7.8% EBITDA margin
+40bps vs 7.4% in 2024
£23.2m Total Group underlying loss before tax
vs£7.2m loss in 2024
£56.6m Free Cash Flow
vs £(54.7)m in 2024
… while continuing to
positionSynthomer for
future value creation.
55% of revenues now from
specialitybusinesses
50% of revenues from the
USA and Asia
23% of volume from new and protected
products (NPP) in 2025
32% reduction in absolute Scope 1 and 2
GHG emissions vs 2019
84% of new products with enhanced
sustainability benefits, up from 69% in2024
Synthomer plc Annual Report 20254
Chair’s statement
Recent years have been a difficult period for the chemicals sector,
but despite this Synthomer has madereal progress with self-help
measures to reduce costs and de-risk its balance sheet – while
retaining a clear focus on the opportunities it can realise through
its strategic transformation into a speciality products business
serving attractive end markets.
Staying focused on growth, while navigating challenges
Throughout my first year as Chair, it has been clear to me that everyone at
Synthomer is resolutely focused on delivering its transformational strategy
to become a speciality solutions platform serving customers in attractive
growth markets, and on driving the Company’s innovation and sustainability
agendas. The Board and leadership team agree that the current volatility
inthe chemicals industry only serves to reinforce the importance of
ourstrategy, and that future value creation will be unlocked by making
ourbusiness less complex, harnessing our expertise, and pursuing
commercialand operational excellence and clear-eyed capital allocation.
Synthomer continued to make real progress on this transformation in2025.
Innovation, manufacturing excellence and expert service have strengthened
our relationships with our high-quality customers. Divestment and plant
rationalisation have further simplified our structure. Disciplined capital
allocation is seeing resources channeled judiciously to the parts of the
business which have the most potential for growth. Our CEO, Michael
Willome, describes this progress on pages 7 to 9.
Self-help measures to reduce costs and protect margins
While it is right to look forward at the opportunities ahead, we also need to
focus on the business in the here and now. Synthomer, like our competitors,
is navigating a prolonged downturn in demand in many markets. 2025 saw
further volatility, as customers serving a range of end markets dealt with
uncertainty over trade tariffs and geopolitics. While our global manufacturing
footprint meant we felt relatively few direct effects of tariffs, their impact
came through in customer caution. This compounded other demand and
supply trends. Our volumes, and revenues, were down year-on-year.
“ The current volatility in the chemicals
industry only serves to reinforce the
importance of our strategy. Future value
creation will be unlocked bymaking our
business less complex and pursuing
commercial and operational excellence
and clear-eyed capital allocation.”
Peter Hill, CBE
Chair
Synthomer plc Annual Report 20255
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Who we are and what we do / Chair’s statement continued
In this challenging environment, the Board entirely supported the focus on
‘controlling the controllables’. Synthomer expanded its range of self-help
measures over the year, further tightening operational execution, enhancing
procurement and driving cost savings. As part of this, the Board supported the
difficult but necessary decision to reduce headcount by 250 roles. On top of the
c.£30m in annual self-help and strategy benefits delivered in 2025, Synthomer
has outlined a further £20-25m in cost reductions extending into 2026.
The market environment remains complex, but despite the lower revenue
in2025, the Group achieved a further improvement in gross and EBITDA
margins, and delivered positive Free Cash Flow, which is testament to the
focus and determination to deliver the strategy across the business. This
consistency has also proven to be beneficial in responding to the changed
operating environment in the sector since the beginning of the Iran conflict.
Remaining focused on our balance sheet
Reducing leverage towards our 1 to 2x medium-term net debt:EBITDA
target range remains a priority for the business and the Board. Our plans
envisage delivering this through a combination of ongoing efficiences and
strategic progress, the divestment programme and expected end-market
volume growth. The steps taken in 2026 to refinance our bank debt
described in the Financial review are intended to provide the appropriate
near and medium-term liquidity and financial covenant headroom alongside
a covenant package to deliver the Group’s plans.
The Board is confident that Synthomer will emerge stronger from this period
of exceptional turbulence. We have the strategy, expert teams and market
positions to outperform, and I look forward toSynthomer creating
significant value for shareholders and other stakeholders in the years ahead.
Engaging with our stakeholders
As a Board, we have continued to actively engage with our stakeholders,
including customers, suppliers, employees and shareholders and other
capital markets participants, whose support is so essential particularly in
tough trading times. On a personal note, it has been a pleasure to meet
Synthomer’s expert and dedicated teams in my visits to sites in each of our
core regions. On behalf of the Board I would like to thank all Synthomer’s
people for their hard work and commitment.
Welcoming progress on innovation and other ESG issues
The Board oversees strategy and delivery on environmental, social and
governance (ESG) issues. Innovation and sustainbility benefits in particular
areimportant differentiators for our customers, so we see ESG performance
asapotential competitive advantage, as well as a regulatory and governance
issue. Several Board colleagues are closely involved in Synthomer’s Innovation
Taskforce, a collaboration with senior leaders and expert teams to help drive
thepace of customer-centric innovation across the Group.
Over the year, the Board has been pleased to see a number of product developments
and partnerships with customers that add value through innovation and
sustainability benefits. The Adhesive Solutions division isdelivering lower-carbon
and circular economy adhesive products forcustomers, including through an
exciting partnership with Henkel, described on page 32. Coatings & Construction
Solutions (CCS) has launched several new products aimed at the construction
sector, andHealth &Protection and Performance Materials (HPPM) continues
toleverage its technology and market-leading expertise to develop a bio-based
nitrile latex offering for customers, amongst other commercial partnerships.
The Board treats ESG as a reserved matter, and health and safety is always the
first item at every Board discussion. The Board also monitors progress on gender
diversity, and I was pleased to see that women now represent more than a third
of senior management, passing Synthomer’s 2025 milestone target and up from
15% in 2020. Synthomer’s performance in these areas is described in detail in
our Vision 2030 progress on, pages 41 to 43.
The Board
Synthomer’s Board has continued to evolve over the past year, with a clear
focusfrom the Nomination Committee on ensuring that we have the skills and
experience to support and challenge the leadership team and oversee the Group’s
transformation. We welcomed Jonathan Silver and Janet Ashdown to the Board
as Independent Non-Executive Directors in July 2025, both ofwhom bring
considerable expertise to Synthomer. On behalf of the whole business, I would
like to thank the Hon. Alexander Catto, who stepped down from the Board at our
Annual General Meeting in May 2025, and Ian Tyler and Roberto Gualdoni, who
both stepped down in December 2025. Between them they have given Synthomer
many years of dedicated support, for which the Group will always be grateful.
Peter Hill, CBE
Chair
30 April 2026
Synthomer plc Annual Report 20256
Chief Executive Officer’s review
to our ‘inregion for region’ manufacturing footprint, adjusting to tariffs
hada clear impact on customers, some of whom decided to ‘wait and see’.
Underlying structural shifts in the industry are also changing the competitive
landscape, in base chemicals in particular. All these factors spur us on
tomake our business even more agile and adaptable, so that we can
anticipate and respond to the needs of our high-quality customers in
theirfundamentally attractive end markets.
At the same time, we have to safeguard our financial position so that
wecan continue to compete and grow. In the face of the volatile market
conditions across the sector, we have rigorously prioritised what is within
our control, delivering robust cash, earnings and margin performance while
continuing to focus, simplify and strengthen our business in accordance
with our strategy set out in 2022. Since then, gross margin has increased
by c.500bps, a substantial improvement in our operating leverage toactivity
levels, and over the same period we have reduced net debt from £1,024.9m
to £575.0m, in part through three non-core divestments. As described
inmore detail in the Financial review on page 19, we have worked
constructively with our lenders to maintain a stable financial platform
fordelivery of the Group’s plans.
Strong operational execution and a resolute focus on ‘self-help’
cost reduction programmes helped us mitigate weak demand and
deliver margin improvement and positive Free Cash Flow in 2025.
The changing competitive dynamics in our sector have reinforced
our commitment to a strategy of focusing on differentiated,
speciality products for selected attractive end markets.
Controlling the controllables while driving further specialisation
Further specialisation is at the heart of our strategy, because speciality
products with defined end-market benefits will be the greatest drivers of our
growth over time. Improving our operating leverage in the most specialised
areas of our portfolio – and anticipating the demands of customers in
terms of service, innovation and sustainability – is the clear roadmap to
achieving our medium-term growth, margin and returns ambitions.
Market conditions in 2025 and the start of 2026 have reinforced the
urgency of the strategic transformation towards specialisation that we
began in October 2022. The chemicals sector was already in a prolonged
period ofsuppressed demand long before global tariff changes fed further
volatility – and while we have limited direct exposure to tariffs, partly thanks
“ In the face of volatile market
conditionsacross the sector, we have
rigorously prioritised what is within
ourcontrol, delivering robust cash,
earnings and margin performance
whilecontinuing tofocus, simplify
andstrengthen our business.”
Michael Willome
Chief Executive Officer
Synthomer plc Annual Report 20257
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Who we are and what we do / Chief Executive Officer’s review continued
Positive cash and margin performance in 2025
Our 2025 revenue of £1,739.2m (2024: £1,933.1m) and EBITDA of £136.5m
for the continuing Group (2024: £143.1m) were in line with expectations.
They reflect a 7.2% reduction in volumes as a result of the soft demand
environment, offset by further improved gross and EBITDA margin
performance. This was underpinned by the expansion of our multi-year
cost-saving and reliability improvement programmes and the ongoing
strategic re-allocation of capital and other resources towards the higher
margin, more resilient speciality solutions in our portfolio.
The Group delivered positive Free Cash Flow for the year, with a cash inflow
in the second half as expected. Year-end net debt of £575.0m (H12025:
£638.3m, FY 2024: £597.0m) reflects our rigorous focus on profit and cash
management, supported in part by the £50m receivables purchasing
arrangement with Kuala Lumpur Kepong Berhad Group (‘KLK’) put in
placein December 2025. The Group’s covenant net debt:EBITDA as at
31 December 2025 was 4.7x, well within the requirement of less than 5.25x.
Divisionally, Adhesive Solutions (AS) continued to regain share and enhance
margins, through successful delivery of its reliability and performance
improvement programme. The division is increasingly focused on growth
supported by our speciality product capacity investment in Texas and
sustainability partnerships with key customers, such as Henkel.
End-market demand across the Coatings & Construction Solutions (CCS)
division varied throughout the year, particularly following the global tariff
changes announced at the start of Q2. A slightly improved trend in
coatingstowards the end of the year was offset by a weaker period for
construction and consumer sub-segments. Weak demand for energy
solutions continued through the year, reflecting low levels of oil and gas
drilling activity.
Health & Protection volumes for the medical glove market from both new
and existing customers was disappointing for the year as a whole, although
encouragingly, activity levels began to improve in Q4. Margins in this
business remain substantially below pre-pandemic levels. The remaining
businesses in the Health & Protection and Performance Materials (HPPM)
division also had a mixed year, with a relatively strong contribution from
Speciality Vinyl Polymers and in paper end markets, offset by continued
challenges in the acrylate monomers business.
Focus on self-help cost savings – and continued investment in people
Given the market environment, we are continuously reviewing our operating
and capital expenditures and working capital balances, to identify additional
cash savings opportunities within our control. This included athorough
review of our headcount in the second half of 2025, which resulted in
thedifficult decision to remove around 250 roles from the organisation.
Wehave also continued to deliver against our existing multi-year cost
savings programmes, including the Group-wide procurement optimisation
programme. Taken together, our operating cost reduction programmes
areexpected to deliver c.£20-25m in incremental gross benefits in 2026.
This builds on the £30m we delivered through our self-help plans in 2025.
The decision to reduce headcount does not change the fact that our
entrepreneurial teams are essential to Synthomer’s future success in
serving customers and delivering outstanding products. We continue to
invest in building teams and a high-performance culture that is inclusive,
collaborative and growth-orientated. We have sustained our commitment
to our graduate programme, and to our Leadership Academy, which this
year launched a new senior leadership programme ‘Aspire’. I would like to
thank all our people for their resilience and commitment this year.
Continuing progress on our specialisation strategy
Over the past three years, we have materially improved the profile of our
portfolio, with speciality products now representing 55% ofrevenues and
substantially more in EBITDA, whilst also growing our exposure to markets in
the US and Asia, which now make up more than half of our revenues. In 2025
we continued to streamline our manufacturing footprint, passing the milestone
of operating less than 30 sites, down from 43 sites in2022. This included the
divestment of William Blythe in May, alongside further plant rationalisation.
These actions simplify the business, reduce capital intensity and release
resources to enhance our focus on customers and products where we have
the greatest opportunities. Our new target is to operate 25 sites or fewer.
In August 2025 we announced our intention to broaden the divestment
programme in order to accelerate deleveraging and focus the business
portfolio further. We currently have four divestment processes underway
andwill always keep the rest of the business portfolio under review.
Synthomer plc Annual Report 20258
We also continue to enhance our commercial opportunities through
partnerships. Following the formation of our technology partnership for the
US medical glove market in 2024, during the year we secured an agreement
with Lummus to license technology in our acrylate monomers business,
apartnership to expand Speciality Vinyl Polymers’ reach in China, and a
partnership with Neste and PCS to manufacture bio-based nitrile latexes.
Customer-driven innovation and sustainability
Innovation and sustainability are important differentiators for many of
ourcustomers, and therefore key to value creation for us. Our customers’
ambitions increasingly demand innovative products with demonstrable
sustainability benefits, so embedding a mindset which prioritises them
helps drive both our commercial success and our purpose of creating
specialist polymer solutions for the benefit of customers and society.
In 2025 we sustained our consistent record of ensuring that new and
protected products (NPP) make up at least 20% of our sales volume. In
response to customer demand, we continue to build our innovation pipeline,
with 43 new products launched this year with defined sustainability benefits
(see page 41). Our Innovation Taskforce, set up with Board involvement last
year, helps drive the pace of change. To give a clearer measure of the
commercial impact of our innovation work, we are changing our innovation
KPI away from reporting NPP at the revenue level to focus solely on new
products at the gross margin (GM) level. In 2025 we delivered 8.2% GM
vitality (2024: 7.5%).
There were a number of commercial highlights across the year. In May
2025, AS announced a new strategic partnership and supply agreement
with Henkel, helping to commercialise our new CLIMA-branded products,
which help customers substantially reduce their carbon emissions. We
have now achieved ISCC+ accreditation for 11 sites, enabling us to offer
customers our BIO and CIRCLE products using a mass balance approach.
We also retained our silver EcoVadis rating, are now in the top 2% of rated
companies for sustainable procurement, and continue to make progress on
our Vision2030 sustainability roadmap (see pages 41 to 43).
Staying focused on process safety
We achieved a recordable injury case rate of 0.15, outperforming our
targetfor the third consecutive year and remain in the top quartile for our
industry. We continue to focus on improving our process safety metrics,
which increased slightly despite improvements in several key sites and a
reduction in incidents with the highest potential consequences in the year.
Current trading and outlook
Overall trading in the first quarter of 2026 was in line with our expectations
and ahead of prior year, with much-improved CCS and stable AS
performances offsetting a slower start in parts of the HPPM division.
Allbusinesses had improving momentum through the quarter.
Since the start of the Iran conflict we have experienced substantial changes
in our operating and commercial environment both up- and downstream.
Our focus on speed and agility, in region for region manufacturing footprint
and strong procurement sourcing capabilities mean we are well-positioned
to respond to these changes. Significant increases in raw material and to a
lesser degree energy costs since the start of the conflict are being passed
through in substantial pricing adjustments, while shipping volumes in
several base chemical product areas are increasing due to disruption to
theglobal distribution networks of competitors, particularly those based in
Asia. To-date our global supply chains have remained robust and our joint
venture manufacturing operation and sales office in the Middle East are
both currently operating as normal. As a result, we are expecting robustly
positive period-on-period volume and margin developments in the second
quarter of the year and potentially thereafter, based on our latest trading
data, and subject to developments in the Iran conflict situation.
Clearly the geopolitical and market context is highly volatile and end-market
demand uncertain. We therefore make no changes to our 2026 outlook at
this stage: overall we expect to make year-on-year progress driven primarily
by self-help actions. Specifically, we anticipate that full year contributions
from our cost reduction programmes and product investments made in
ASduring 2025, ongoing margin progress in our speciality businesses and
Health & Protection volume and margin improvement will be partially offset
by wage inflation and normalisation of bonus accrual in the year. At the
same time, the longer the trading conditions experienced in Q2 persist,
thegreater the upside risks for the year.
In the medium term, we remain committed to our ambition to more than
double Synthomer’s earnings, through continued reliability and cost
actions, end-market volume recovery and strategic delivery.
Michael Willome
Chief Executive Officer
30 April 2026
Synthomer plc Annual Report 20259
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Who we are and what we do
Our key performance
indicators
(
KPIs
)
Measuring the delivery ofour strategy
We measure our progress in delivering our strategy
against a range of financial and non-financial KPIs,
which we keep under review. All financial performance
KPIs are shown for the Total Group as operated in the
year, while the non-financial KPIs reflect the continuing
Group. We set out our performance against all our
Vision 2030 sustainability targets on pages 41 to 43.
Financial (Total Group)
Revenue
2025 £1,768.1m
2024 £1,996.6m
2023 £2,021.2m
2022 £2,585.1m
2021 £2,329.5m
Strategy 
Definition
Revenue is recognised at the point when control of our products
istransferred to customers.
Comment
Lower revenue principally reflects volume reductions due to softer
end-market demand and ongoing global competition in base
chemicals businesses, as well as pass-through of lower raw
material input prices in 2025.
EBITDA
2025 £140.1m
2024 £149.2m
2023 £139.1m
2022 £265.1m
2021 £522.2m
Strategy 
Definition
Operating profit before depreciation, amortisation and
SpecialItems.
Comment
EBITDA decreased, reflecting lower volumes partially offset by
expanded self-help cost actions and strategic reorientation to
higher-margin speciality businesses.
EBITDA %
2025 7.9%
2024 7.5%
2023 6.8%
2022 10.3%
2021 22.4%
Strategy 
Definition
EBITDA as a percentage of revenue.
Comment
EBITDA margin increased due to the self-help actions and strategic
reorientation noted above.
Underlying EPS
2025 (37.2)p
2024 (2.5)p
2023 (35.1)p
2022 152.0p
2021 554.0p
Strategy 
Definition
Basic underlying earnings per share before Special Items.
Comment
Underlying earnings per share reduced reflecting lower EBITDA and
higher finance and tax costs.
Link to strategy
  Organic growth in attractive end markets
  Rigorous and consistent portfolio management to
buildfocused, leadingpositions
  Operational and commercial excellence inhow we run
ourbusiness
  Differentiated steering in how we allocate capitaland talent
  Diversity, equity and inclusion, and holistic people
development
Synthomer plc Annual Report 202510
Financial KPIs continued
Non-financial
Free Cash Flow
2025 £56.6m
2024 £(54.7)m
2023 £85.7m
2022 £69.2m
2021 £ 217.6m
Strategy 
Definition
Movement in net debt before financing activities, foreign
exchangeand the cash impact of Special Items, asset disposals
andbusinesscombinations.
Comment
The Group delivered positive Free Cash Flow for the year,
withacash inflow in the second half as expected.
% New and protected products (NPP)
2025 23%
2024 24%
2023 22%
2022 20%
2021 24%
Strategy 
Definition
Percentage of sales volume in the year that can be attributed
to patented products and products launched in the past five years.
Comment
We continue to exceed our NPP target of 20%. From 2026, we are
changing our innovation KPI away from reporting NPP at the
revenue level to focus solely on new products, reported as gross
margin (GM) vitality. Tracking gross margin rather than volume is a
clearer way of measuring and targeting innovation in line with our
strategy to become a more speciality-focused chemicals business.
Recordable injury case rate (RCR)
2025 0.15
2024 0.14
2023 0.16
2022 0.34
2021 0.31
Strategy 
Definition
Recordable injury case rate for accidents involving more than
first-aid treatment, expressed as accidents per 100,000 hours
worked byemployees and all contractors.
Comment
We outperformed our RCR target of 0.20 and remain inthe top
quartile for our industry for a third consecutive year; safety remains
a priority for all our teams.
ROIC
2025 5.4%
2024 1.5%
2023 1.6%
2022 7.6%
2021 26.1%
Strategy 
Definition
Underlying operating profit after tax divided by average invested
capital at start and end of year (comprising equity, net debt,
post-retirement benefit obligations and lease liabilities).
Comment
The reduction in 2025 underlying operating profit and higher
effective tax rate was partially offset by a reduction in
investedcapital.
Scope 1 and 2 GHG emissions (kt CO
2
e)
2025 372
2024 301
2023 323
2022 367
2021 429
Strategy 
Definition
Scope 1 – direct GHG emissions from the activities of
Synthomerorunder its control.
Scope 2 – indirect GHG emissions from the generation
ofpurchased energy consumed by Synthomer.
Comment
Our absolute Scope 1 and 2 emissions rose in 2025 versus 2024,
principally reflecting our decision to pause the purchase of
renewable energy attribution certificates in the year. Despite this
wesuccessfully met our 2025 objective and remain on track to
achieve our 2030 Scope 1 and 2 science-based target.
Gender diversity in senior management
Female  Male
2025
35.3%
2024
29.2%
Strategy 
Definition
Proportion of females in the senior management population
(membersof the executive team and their direct reports).
Comment
We achieved our near-term objective of having women represent
33% of senior managers by the end of 2025. Our next milestone
isto reach 40% by 2030.
Synthomer plc Annual Report 202511
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review
of the year
13 Financial review
20 Divisional performance reviews
26 Sustainability in focus
34 Innovation in focus
36 People in focus
41 Our Vision 2030 progress
44 Managing risk
49 Principal risks and uncertainties
Adding value for our customersandpartners.
Synthomer plc Annual Report 202512
Financial review: Chief Financial Officer’s introduction
Cost savings
During 2025, we continued to focus on further improving cost competitiveness
and reliability. This included further strengthening of our supplier network for
key raw materials and improving a range of planning, procurement and other
processes, including through the increasing adoption of AI-based tools.
As described in the CEO review on pages 7 to 9, our rigorous focus on cost
management is expected to deliver c.£20-25m in benefits on an annual
run-rate basis in 2026, having achieved c.£30m in 2025.
Capital allocation and portfolio management
Differentiated capital allocation and portfolio management remain important
pillars of our strategy. In 2025 we focused our capital expenditure on sustenance
and SHE as well as a few carefully selected growth opportunities, such as the
investment to increase APO capacity in Texas which came onstream in July.
We anticipate a c.£15m reduction in the capital expenditure budget in 2026.
The Group continues to focus on cost, capital discipline and
maintaining a stable financial platform while the near-term
demand environment in our end markets remains uncertain.
Controlling the controllables
The fundamental building blocks of long-term value remain our strong and
enduring customer relationships in attractive end markets, differentiated
products and robust and efficient manufacturing operations across our global
footprint, all underpinned by our talented and committed people. Wecontinue
to expect that end-market growth will return to our core speciality chemicals
markets after what has been a prolonged cyclical downturn, andwhen it
does, we believe Synthomer is in a much stronger position to capitalise on its
opportunities than ever before – and the performance of the business since
the start of the Iran conflict disruption demonstrates this. Inthemeantime,
we continue to focus on delivering further strategic change while tightly
managing costs, capital and our other resources.
Adding value for our customersandpartners.
“ The terms of the refinancing reflect the
continued constructive engagement between
the Group and our lenders and it has been
agreed to provide the Group with appropriate
near and medium-term liquidity and financial
covenant headroom alongside a covenant
package consistent with the Group’s current
business plan.”
Lily Liu
Chief Financial Officer
Synthomer plc Annual Report 202513
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Financial review: Chief Financial Officer’s introduction continued
The Company’s cash performance also benefitted from rigorous focus on
inventory and other working capital management (with further opportunities
in 2026), and pension, tax and other cash outflows were lower year-on-year
as expected. The successful divestment of William Blythe inMay also
resulted in a net cash inflow of £24.2m, which was partially offset by cash
restructuring costs of £19.2m in the year.
Robust Free Cash Flow and lower net debt
These measures all helped to achieve an improved year-end net debt
position of £575.0m (2024: £597.0m) and Free Cash Flow of £56.6m
(2024:£(54.7)m). Both were also supported by the £50m trade receivables
purchasing arrangement with KLK, Synthomer’s largest shareholder, in
December 2025, which provided additional short-term financial flexibility
and ensured aprudent level of banking covenant headroom at year end.
Under the arrangement, KLK purchased £50m of Company trade
receivables which were not eligible for inclusion in the Company’s existing
committed €200m non-recourse receivables financing facility. As
anticipated, the total of receivables purchased under the arrangement and
in the existing committed receivables financing facility together did not
exceed the committed facility. The Group also notes that its largest
shareholder KLK remains supportive of our strategy and performance.
As a consequence of all these efforts and despite the slowdown in
volumeexperienced in the year, the Group’s net debt: EBITDA for the
purposes of the leverage ratio covenant increased modestly from 4.6x at
31 December 2024 to 4.7x at 31 December 2025, well within the required
covenant of less than 5.25x.
In 2026, the Group expects to be broadly Free Cash Flow neutral after adjusting
for the unwind of the £50m receivables purchasing arrangement with KLK.
Stable financial platform
An important focus for the Group in 2026 is refinancing our key committed
borrowing facilities, principally the €300m RCF maturing in July 2027 and
the UK Export Finance (UKEF) facilities of €288m and $230m both maturing
in October 2027.
On 30 April 2026, Synthomer refinanced the existing RCF and UKEF facilities,
as described in more detail on page 19. The refinancing provides a material
extension of maturity dates as compared with the existing facilities, financial
covenant relaxation through the life of the new facilities, and continuing RCF
access to support the Group’s liquidity.
The terms of the refinancing reflect the continued constructive engagement
between the Group and our lenders and it has been agreed to provide the
Group with appropriate near- and medium-term liquidity and financial
covenant headroom alongside a covenant package consistent with the
Group’s current business plan.
In the period we also extended the maturity of the committed €200m
non-recourse receivables financing facility to 31 July 2027.
The Group’s undrawn committed liquidity as at 31 December 2025
was£385.5m.
We will continue to keepSynthomer’s capital structure under review
andgive consideration toa range of options to reduce leverage towards
ourmedium-term target of1-2x, including the divestment processes
described elsewhere.
Targeting growth in the medium and long term
Our near-term focus is very much on deleveraging, divestments and
preserving cash flow through a period of exceptional turbulence in end
markets. In the longer term, we remain committed to our previously
outlined medium-term targets. Driven by the growth we expect as end-
market demand recovers, we anticipate mid-single-digit revenue growth
over the cycle on a constant currency basis. We aim to bring our EBITDA
margin above 15%, driven by specialisation, sustainable innovation and
greater differentiation, and supported by business excellence and further
simplified manufacturing operations and supply chains, in line with our
strategy. Over time, our goal is to drive return on invested capital into
themid-teens.
Lily Liu
Chief Financial Officer
30 April 2026
Synthomer plc Annual Report 202514
Financial review
Group revenue, EBITDA and operating profit – continuing operations
Revenue for the continuing Group of £1,739.2m (2024: £1,933.1m) decreased by 9.9% in constant currency. This principally reflects
a7.2% decrease in volume due to softer end-market demand since global tariff changes were announced in Q2 and ongoing global
competition in base chemicals businesses, as well as pass-through of lower raw material input prices.
EBITDA for the continuing Group of £136.5m (2024: £143.1m) reflects lower volumes partially offset by expanded self-help cost
actions and strategic reorientation to higher-margin speciality businesses as described in the divisional performance reviews, with
EBITDA margin increasing to 7.8% (2025: 7.4%). Corporate costs decreased to £18.0m in the period (2024: £23.7m), principally
reflecting lower bonus accrual. Depreciation and amortisation was £98.9m (2024: £95.0m), resulting in underlying operating profit
for the continuing Group of £37.6m (2024: £48.1m).
On a statutory basis, including the Special Items excluded from underlying measures (see below), this resulted in an operating loss
for the continuing Group of £(50.2)m (2024: £(26.2)m).
Full year ended 31 December 2025, £m CCS AS HPPM Corp
Continuing
operations Discontinued Total Group
Revenue 699.2 570.8 469.2 – 1,739.2 28.9 1,768.1
EBITDA 64.3 66.0 24.2 (18.0) 136.5 3.6 140.1
EBITDA % of revenue 9.2% 11.6% 5.2% 7.8% 7.9%
Operating profit/(loss) – underlying 38.4 31.2 (2.1) (29.9) 37.6 3.1 40.7
Operating profit/(loss) – statutory 6.8 10.8 (33.0) (34.8) (50.2) (6.1) (56.3)
Full year ended 31 December 2024, £m CCS AS HPPM Corp
Continuing
operations Discontinued Total Group
Revenue 790.5 588.4 554.2 – 1,933.1 63.5 1,996.6
EBITDA 85.9 47.9 33.0 (23.7) 14 3.1 6.1 149.2
EBITDA % of revenue 10.9% 8.1% 6.0% 7.4% 7.5 %
Operating profit/(loss) – underlying 60.6 15.0 6.1 (33.6) 48.1 4.7 52.8
Operating profit/(loss) – statutory 32.5 (9.5) (11.6) (37.6) (26.2) 0.3 (25.9)
Synthomer plc Annual Report 202515
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Financial review continued
Special Items – continuing operations
The following items of income and expense have been reported as ‘Special Items – continuing operations’ and have
been excluded from EBITDA and other underlying metrics:
Full year ended 31 December
2025
£m
2024
£m
Amortisation of acquired intangibles (44.4) (45.1)
Restructuring and site closure costs (including share of JV) (14.0) (15.4)
Impairment charge (22.5) (5.7)
Pension past service cost (3.2) (4.4)
Sale of business (2.7) (3.1)
Acquisition costs and related gains 0.1 (0.6)
Software as a Service implementation costs (1.1) –
Total impact on operating profit – continuing operations (87.8) (74.3)
Loss on extinguishment of financing facilities – (1.4)
Total impact on loss before taxation – continuing operations (87.8) (75.7)
Taxation Special Items – 7.5
Taxation on Special Items 1.7 7.1
Total impact on loss for the period – continuing operations (86.1) (61.1)
Amortisation of acquired intangibles reflects the
amortisation on the customer lists, patents, trademarks
and trade secrets that arose on historic acquisitions.
The intangible assets arising on the acquisition are
amortised over a period of 8-20 years.
Restructuring and site closure costs in 2025 mainly
comprised £3.5m of costs in relation to the Group-wide
procurement optimisation programme, a £1.2m charge
in relation to the ongoing integration of the acquired
adhesive resins business, and £7.5m in relation to
ongoing functional and global site rationalisation, and
£1.1m in relation to an onerous contract following the
earlier divestment of the European tirecord business.
In 2025, a £28.5m impairment charge was booked for
the Acrylate Monomers business partially offset by a
£6.0m impairment credit posted in relation to a reversal
on a prior impairment of the nitrile latex plant
inMalaysia.
The pension past service cost includes a £3.2m charge
in relation to a one-off non-cash past service cost arising
from a revision to the calculation of late retirement
benefits in the US defined benefit pension scheme.
Sale of businesses costs of £2.7m in 2025 mainly
comprise costs incurred in relation to potential
futuredivestments.
Acquisition costs and related gains of £0.1m in 2025
relate to refunds of pension costs associated with
theacquisition of the adhesive resins business.
Software as a Service implementation costs of £1.1m
primarily represent the cost of setting up a new
customer relationship management tool.
The Taxation on Special Items – continuing operations
in 2025 was £1.7m, mainly relating to deferred tax
arising on the amortisation of acquired intangibles
andrestructuring and site closure costs.
Discontinued operations
On 30 May 2025, the Group completed the divestment
of William Blythe Limited (‘William Blythe’) to its
management team alongside H2 Equity Partners,
resulting in a net cash inflow of £24.2m.
In the period, £9.9m of net losses were recognised in
relation to Special Items – discontinued operations
(2024: £4.4m loss). This mainly comprised £8.9m of
loss on disposal of William Blythe.
Finance costs
Full year ended 31 December
2025
£m
2024
£m
Interest payable 63.8 68.0
Interest receivable (4.7) (12.1)
Net interest expense on
defined benefit obligation 1.4 1.7
Interest element of lease
payments 3.4 2.4
Finance costs – underlying 63.9 60.0
Loss on extinguishment of
financing facilities – 1.4
Finance costs – statutory 63.9 61.4
Underlying finance costs increased to £63.9m (2024:
£60.0m) and comprise interest on the Group’s financing
facilities, interest rate swaps, amortisation of associated
debt costs and IAS 19 pension interest costs in respect of
our defined benefit pension schemes. The reduction in
net interest payable mainly reflects reduced bond interest
following repayment of the senior unsecured loan notes
maturing July 2025, partially offset by additional factoring
and reduced interest receivable on lower cash balances.
Synthomer plc Annual Report 202516
therisks and rewards of ownership are transferred
tothe assignees. The duration of the committed
receivables financing facility was recently extended to
31 July 2027.
In December 2025, the Group entered into a temporary
trade receivables purchasing arrangement with a
subsidiary of its largest shareholder KLK. Under the
arrangement, the Group sold to KLK c.£50m of trade
receivables due on or before 28 February 2026, which
were not eligible for inclusion in the committed €200m
non-recourse receivables financing facility. The
purchasing arrangement terms were agreed on an
arms-length basis and were consistent with terms
available from third-party market participants for an
arrangement of this nature.
Depreciation was broadly flat, while amortisation of
other intangibles increased due to the Pathway business
transformation programme. Net capital expenditure was
£86.3m (2024: £83.2m), principally for recurring SHE and
sustenance expenditure, the Group’s investment in APO
capacity in Texas and Pathway. The Group anticipates
lower levels of capital expenditure in FY 2026 compared
with FY 2025.
Net interest paid increased to £60.6m (2024: £54.6m)
reflecting reduced interest receivable on lower cash
balances and increased interest costs on factored
receivables in the year.
Net tax received was £0.5m (2024: £18.1m paid)
reflecting repayments of prior year tax and lower tax
payments due on account.
In the year, £5.3m in cash contributions were made to
the Group’s pensions schemes, substantially reduced
from the prior year (2024: £19.8m) which included
c.£17.4m in previously agreed deferred contributions to
the UK pension scheme which are not expected to recur.
The cash impact of Special Items including restructuring
and site closure costs was an outflow of £19.2m.
Taxation
The Group’s underlying tax charge for continuing
operations was £37.7m (2024: £4.0m credit), representing
an effective tax rate on the underlying loss before tax of
(143.3)% (2024: 33.6%). This year’s effective tax rate is
principally driven by the partial derecognition of the UK,
German and US deferred tax assets as well as the
geographical mix of profits. The Group is within the
scope of the OECD Pillar Two model rules which came
into effect from 1 January 2024. Management has
performed an assessment of the Group’s potential
exposure to Pillar Two top-up tax for 2025 and based on
that assessment, transitional safe-harbour relief should
apply to all jurisdictions in which the Group operates.
Therefore the Group does not expect an exposure to
Pillar Two top-up tax.
Non-controlling interest
The Group continues to hold 70% of Revertex (Malaysia)
Sdn Bhd and its subsidiaries. These entities form a
relatively minor part of the Group, so the impact on
underlying performance from non-controlling interests
is not significant.
Earnings per share
Earnings per share is calculated based on the weighted
average number of shares in issue during the year.
Theweighted average number of shares for 2025
was163.5m (2024: 163.5m). As at 30 April 2026,
theCompany had 163.5m shares in issue.
Underlying earnings per share was (37.2) pence
fortheyear, a decrease from (2.5) pence in 2024.
Thestatutory earnings per share was (96.0) pence
(2024: (44.4) pence).
Currency
The Group presents its consolidated financial
statements in sterling and conducts business in many
currencies. As a result, it is subject to foreign currency
risk due to exchange rate movements, which affect the
Group’s translation of the results and underlying net
assets of its operations. To manage this risk, the Group
uses foreign currency borrowings, forward contracts
and currency swaps to hedge non-sterling net assets,
which are predominantly denominated in euros, US
dollars and Malaysian ringgits.
In 2025, the continuing Group experienced a translation
headwind of £0.2m on EBITDA, with average FX rates
against our three principal currencies of €1.17, $1.32
andMYR 5.64 to the pound.
Given the global nature of our customer and supplier
base, the impact of transactional foreign exchange can
be very different from translational foreign exchange.
We are able to partially mitigate the transaction impact
by matching supply and administrative cost currencies
with sales currencies. To reduce volatility which might
affect the Group’s cash or income statement, the Group
hedges net currency transaction exposures at the point
of confirmed order, using forward foreign exchange
contracts. The Group’s policy is, where practicable, to
hedge all exposures on monetary assets and liabilities.
Cash performance
The table overleaf summarises the movement in net
debt and is in the format used by management.
Underlying operating profit (excluding joint ventures)
decreased to £39.3m reflecting the trading performance
described above.
The net working capital inflow of £72.8m principally
reflects an increase in committed receivables facility
utilisation and receivable sales of £77.2m (see below),
as well as lower inventory levels at year end.
In December 2022, the Group put in place non-recourse
receivables financing facilities for a maximum
committed amount of €200m. Factored receivables
assigned under the facilities amounted to £105.6m
netat 31 December 2025 (30 June 2025: £114.1m net,
31 December 2024: £87.3m net). Under the facilities,
Synthomer plc Annual Report 202517
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Financial review continued
Proceeds on sale of business of £21.3m comprises
£24.2m from the sale of William Blythe noted above,
less £2.9m in sale of business costs related to future
divestment projects.
Group debt is denominated in euros and dollars.
Theeuro strengthened relative to sterling during the
year, leading to a foreign exchange loss in net debt.
Financing and liquidity
At 31 December 2025, net debt was £575.0m (30 June
2025: £638.3m, 31 December 2024: £597.0m). The
reduction principally reflects the positive Free Cash Flow
movements noted above and the divestment proceeds
for the William Blythe business, partially offset by
restructuring and site closure costs, capital repayment
of lease liabilities, and the movements in foreign
currency-denominated net debt balances.
As at 31 December 2025, committed borrowing
facilities principally comprised: a €300m RCF maturing
in July 2027, the UK Export Finance (UKEF) facilities of
€288m and $230m both maturing October 2027, and
€350m of five-year 7.375% senior unsecured loan notes
maturing May 2029. At 31 December 2025, the RCF was
drawn down by £48.0m and the UKEF facilities were
fully drawn. The remaining €150m in 3.875% senior
unsecured loan notes maturing July 2025 were repaid
during the year.
The Group’s undrawn committed liquidity at
31 December 2025 was £385.5m, comprising
unrestricted cash and short-term deposits of
£189.9mand the undrawn portions of the RCF.
The existing RCF and the UKEF facilities are subject
toone leverage ratio covenant. The Group’s net debt:
EBITDA for the purposes of the leverage ratio covenant
increased to 4.7x at 31 December 2025 (31 December
2024: 4.6x), principally due to lower EBITDA in the
period, but well within the 5.25x requirement.
Movement in net debt
Full year ended 31 December
2025
£m
2024
£m
Opening net debt (597.0) (499.7)
Underlying operating profit (excluding joint ventures) 39.3 51.2
Movement in working capital 72.8 (24.9)
Depreciation of property, plant and equipment 86.0 84.3
Amortisation of other intangible assets 13.4 12 .1
Net capital expenditure (86.3) (83.2)
Operating Cash Flow
1
125.2 39.5
Net interest paid (60.6) (54.6)
Tax received/(paid) 0.5 (18.1)
Pension funding (5.3) (19.8)
Adjustment for gain on sale of assets (1.9) (4.3)
Adjustment for share-based payments charge 2.6 1.6
Adjustment for movement of provision (3.9) –
Dividends received from joint ventures – 1.0
Free Cash Flow 56.6 (54.7)
Cash impact of settlement of interest rate derivative contracts 0.6 –
Cash impact of restructuring and site closure costs (17.7) (20.2)
Cash impact of Software as a Service costs (1.1) –
Cash impact of acquisition costs (0.4) (1.7)
Payment of EC fine settlement amount – (39.1)
Proceeds on sale of business 21.3 20.5
Rights issue costs – (4.7)
Repayment of principal portion of lease liabilities (12.4) (12.1)
Dividends paid to minority interests (2.1) (0.5)
Foreign exchange and other movements (22.8) 15.2
Movement in net debt 22.0 (97.3)
Closing net debt (575.0) (597.0)
1 Operating Cash Flow is defined as Total Group EBITDA plus/minus net working capital movement less capital expenditure.
Synthomer plc Annual Report 202518
Note that the definitions used for the covenant test
include a number of adjustments to the net debtand
EBITDA figures shown elsewhere; typically these
definitional adjustments increase the covenant ratio
by0.4-0.5x compared with using reported net debt
andEBITDA.
Refinancing
On 30 April 2026, Synthomer refinanced its existing
RCFand UKEF facilities (the ‘Refinancing’), being
implemented through a wholly owned subsidiary of
Synthomer plc, through which a €300m new RCF and
new UKEF debt facilities of €288m and $230m (the
same size as the Group’s previous facilities) have been
made available. The refinanced debt matures in
February 2029.
The new RCF and new UKEF facilities include a net
debt:EBITDA leverage ratio covenant which will be tested
against covenant levels on a quarterly basis and a
minimum liquidity covenant which will be tested on a
monthly basis. The net debt:EBITDA ratios required under
the covenant for year end 2026, 2027 and 2028 have been
set at not more than 6.25x, 5.25x, and 4.25x respectively,
with intra-year levels aligned to the Group’s expected cash
flow profile, starting from 30 September 2026 (with no
test as at 30 June 2026). The Refinancing is also
supported by a comprehensive security and guarantee
package provided by certain members of the Group,
including pursuant to the “permitted liens” permissions
under Synthomer’s senior unsecured notes (the ‘Notes’).
The Notes remain in place, and the terms of the Notes
indenture and maturity of the Notes have not been
amended. In connection with the Refinancing, certain
ofthe Company’s subsidiaries (which hold the Group’s
operations in the USA): have become “unrestricted
subsidiaries” under the Notes indenture; have, to the
extent applicable, been released as Notes guarantors;
and have granted guarantees and security in support of
the Refinancing.
Following the Refinancing, the Group expects net
financing costs of c.£70m in 2026.
The Company has agreed customary fees with its
lenders and UKEF in connection with the Refinancing.
Subject to certain conditions, the new UKEF facility
lenders have the option to elect to receive certain of
these fees in the form of ordinary shares in the capital
ofthe Company (rather than in cash) at a price per share
equal to 37.5p per share. Based on current expressions
of interest, the Company expects to issue new ordinary
shares representing less than 0.7% of the current issued
share capital of the Company as a result of the share
election option for these fees.
Lenders will also have a right to receive an exit fee
(“ExitFee”) on repayment or maturity of the new
facilities. The Exit Fee will be equivalent to 1.25%
ofcommitments. The new UKEF facility lenders may,
subject to certain conditions, elect to receive certain of
these fees in the form of ordinary shares in the capital
ofthe Company (rather than in cash) at a price per share
based on the 90-day volume weighted average price
asat the day prior to the repayment or maturity.
Balance sheet
Net assets of the Group decreased by 17.4% to £914.5m at
31 December 2025, mainly reflecting the loss in the year.
Provisions
The Group provisions balance decreased to £21.4m
(31 December 2024: £35.3m) reflecting cash utilisation
of £4.2m and the sale of William Blythe which held a
total provision of £2.4m.
Retirement benefit plans
The Group’s principal funded defined benefit pension
schemes are in the UK and the USA and are both closed
to new entrants and future accrual. The Group also
operates an unfunded defined benefit scheme in
Germany and various other defined contribution
overseas retirement benefit arrangements.
The Group’s net retirement obligation decreased by
£10.1m to £39.6m at 31 December 2025 (31 December
2024: £49.7m), reflecting changes in the market value of
assets and the valuation of liabilities in accordance with
IAS 19, including a surplus of £40.3m for the UK
scheme. The net retirement obligation reduction is
driven by £5.3m of cash contributions and actuarial
gains of £13.6m, partially offset by exchange losses
of£2.8m.
Synthomer plc Annual Report 202519
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
Coatings & Construction
Solutions
“ We’re strengthening our
market-driven innovation pipeline
andcustomer proposition to
unlockfuture opportunities while
continuing to optimise costs.”
Ana Perroni Laloe
President, Coatings & Construction Solutions
Total addressable market
£9bn+
People
2,000
Manufacturing sites
17
CCS
Our most speciality-focused division experienced a challenging demand
environment in 2025 as customers and end users responded to global
tariff changes and uneven activity levels in sectors including energy and
construction. The division initiated further cost efficiency measures
while continuing to invest in its long-term profitable growth
opportunities, including its market-driven innovation pipeline.
Main product applications
Architectural and masonry coatings
Waterproofing and flooring
Fibre bonding
Energy solutions
2025 revenue change vs 2024
Volume Price/mix FX Total
(6.8)% (4.8)% 0.1% (11.5)%
2025 revenue by end market
Total
£699.2m
Architectural coatings 30%
Consumer materials 25%
Construction 21%
Industrial coatings 14%
Energy solutions 10%
Synthomer plc Annual Report 202520
CCS performance review
Full year ended 31 December
2025
£m
2024
£m
Change
%
Constant
currency
1
%
Revenue 699.2 790.5 (11.5) (11.6)
Volumes (ktes) 478.4 513.1 (6.8)
EBITDA 64.3 85.9 (25.1) (25.1)
EBITDA % of revenue 9.2% 10.9%
Operating profit – underlying 38.4 60.6 (36.6) (36.6)
Operating profit – statutory 6.8 32.5 (79.1)
1 Underlying constant currency revenue and profit retranslate current year results using the prior
year’s average exchange rates.
Performance
Divisional revenue decreased by 11.6% in constant currency to £699.2m
(2024: £790.5m), driven by a 6.8% decrease in volume compared with 2024,
changes in mix, and lower pricing reflecting pass-through of raw material
costs. Changes in oil and gas drilling activity led to de-stocking in our
high-margin energy solutions business in H1, which began to stabilise
inH2, while demand in coatings and consumer end markets was volatile,
partly in response to global tariff changes. Volumes in the USA were
particularly affected by customer caution and smaller order sizes, as
wellas customer formulation changes, and CCS responded through
measures including localising some production from Europe to the USA.
Theconstruction segment began to show modest signs of volume
improvement in European markets, albeit from low levels. A number of
newbusiness wins and regains towards the end of the period reflected
arefreshed focus on addressable growth markets and changes in the
division’s management team.
Divisional gross margin performance was also mixed. An improvement
from low levels in construction, driven by the launch of new products, and
relatively stable performances in coatings and consumer segments, were
offset by adverse mix effects in energy solutions. CCS enhanced its focus
on cost reduction initiatives, including in raw material procurement as part
of Synthomer’s Group-wide procurement optimisation plan. The division
delivered c.£13m in cost savings in the year. However this was offset by
negative operating leverage to lower volumes. As a result, CCS generated
EBITDA of £64.3m (2024: £85.9m), equating to an EBITDA margin of 9.2%
(2024: 10.9%).
CCS is typically the most seasonally weighted of our divisions to the
firsthalf.
Strategy
In response to market conditions, CCS accelerated and reprioritised
anumber of asset optimisation projects and other cost and capacity
management activities during the year, including temporarily idling excess
capacity, reducing shift patterns and undertaking a broader review of
operating costs including headcount. 2026 performance is expected
tobenefit from the annualisation of a number of these projects which
completed during the course of 2025. The division is also implementing
anumber of inventory management measures to enhance cash flow.
In addition to these short-term measures, CCS remains focused on
strengthening its leading position as a manufacturer of high-performance
speciality products and materials, including through market-driven innovation.
This included the launch of a number of new products for the construction
segment in 2025 and increased overall product vitality. This will continue,
as we adapt our product portfolios for market areas where we see growth
opportunities, such as battery technology and products that support data
centre construction.
We also continue to embed a more end-market aligned approach across
the division, with key account management and value selling allowing us to
leverage our leading market positions in niche European markets into other,
faster-growing geographies including China, the Middle East and USA.
Synthomer plc Annual Report 202521
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
AdhesiveSolutions
“ We continue to strengthen our
speciality portfolio, with a focus on
diversification, sustainable innovation
and capacity, while delivering further
benefits from our performance
improvement programme.”
Stephan Lynen
President, Adhesive Solutions
Total addressable market
£10bn+
People
700
Manufacturing sites
6
AS
Strong earnings and margin momentum continued despite subdued
underlying market conditions, driven by further progress on cost and
reliability improvement, together with an increased focus on innovation
and globalgrowth initiatives.
Main product applications
Tapes and labels
Tyres and plastic modification
Packaging and hygiene
2025 revenue change vs 2024
Volume Price/mix FX Total
(1.2)% (0.3)% (1.5)% (3.0)%
2025 revenue by end market
Total
£570.8m
Tapes and labels 34%
Assembly and other 28%
Tyres 15%
Packaging 9%
Plastic modification 8%
Hygiene 6%
Synthomer plc Annual Report 202522
AS performance review
Full year ended 31 December
2025
£m
2024
£m
Change
%
Constant
currency
1
%
Revenue 570.8 588.4 (3.0) (1.5)
Volumes (ktes) 266.0 269.3 (1.2)
EBITDA 66.0 47.9 +37.8 +39.5
EBITDA % of revenue 11.6% 8.1%
Operating profit – underlying 31.2 15.0 +108.0 +110.0
Operating profit/(loss) – statutory 10.8 (9.5) n/m
1 Underlying constant currency revenue and profit retranslate current year results using the prior
year’s average exchange rates.
Performance
Divisional revenue decreased 1.5% in constant currency to £570.8m (2024:
£588.4m), broadly in line with sales volumes after a slowing of demand
from Q2 as end customers responded to global tariff changes. Volumes
were also constrained by a prolonged operational shutdown at our
Longview site in Texas, USA, partly to increase APO capacity. Third-party
contractor issues meant the turnaround took longer than expected, and
ledto temporary constraints in deliveries to customers. With the project
completed in July, however, the division now has capacity for volume
growth in higher-margin speciality products.
Overall, the division demonstrated resilient pricing and improved gross
margin, led by its speciality product portfolio, which accounted for c.60%
ofAS revenue in the year. Many base products remained under pricing
pressure from oversupply and global competition, particularly in European
markets, although in certain categories the business benefitted modestly
from selective competitor capacity reductions or closures.
Geographically, revenue grew in Asia and was resilient in the USA, but lower
in Europe. From an end-market perspective, assembly, tyres, and tapes and
labels had a robust period while packaging and hygiene revenues were
more subdued.
Divisional EBITDA increased significantly, by 39.5% in constant currency, to
£66.0m (2024: £47.9m), with EBITDA margin increasing by 350bps to 11.6%
(2024: 8.1%). This was principally due to lower operating costs driven by the
reliability and performance improvement programme put in place in 2023
delivering c.£11m in 2025, supported by raw material cost savings achieved
through the Group-wide procurement optimisation programme.
Strategy
AS is focused on a number of strategic growth initiatives designed to build
on our leading positions in a range of speciality adhesive applications in
attractive end markets. These are often built around multi-year relationships
with high-quality customers, which leverage our global production network
and comprehensive technology and service platform. Our focus on
supporting customers’ ambitions for sustainability, circularity and
recyclability is key to many such partnerships.
In April 2025, we announced a strategic partnership and supply agreement
withHenkel, focused on enabling carbon emission reductions in its hot
meltadhesive product portfolio. The year also saw our launch of CLIMA-
branded products, which deliver at least a 20% cradle-to-gate reduction in
certified product carbon footprint.
The majority of AS investment aims to strengthen our speciality portfolio
inline with the Group’s differentiated steering strategy. Following our
APOcapacity expansion and other actions at Longview, this will be
akeygrowth opportunity in the coming years. In the more volatile and
competitive base product areas (c.40% of divisional revenue) we continue
tofocus on enhancing cost competitiveness and reliability, and leveraging
partnerships. Our project, launched in 2024, to strengthen our supply chain
for hydrocarbon resin production in Europe is managed under contract by
Dow at its site in Böhlen, Germany, which is now scheduled for closure at
the end of 2027. During the year we have implemented additional global
partnerships to secure our raw material supplies.
AS also continues to build on the dedicated performance improvement
programme, launched in 2023, which has transformed the adhesive resin
business acquired by Synthomer in 2022. The programme has enabled
improvements in reliability for customers and achieved c.£35m in
cumulative benefits to date, by reducing costs and improving end-to-end
operations, from supplier network improvement to production site efficiency
and delivery logistics. The programme was further expanded to target a
total of at least £40m in cumulative benefits by the end of 2026.
Synthomer plc Annual Report 202523
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
Health & Protection and
Performance Materials
“ We continue to seek ways to enhance
our proposition to customers through
innovation and service support,
whiledriving cost efficiencies and
portfolio rationalisation in line with
Synthomer’s strategy.”
Rob Tupker
President, Health & Protection and Performance Materials
Total addressable market
£4bn+
People
1,000
Manufacturing sites
6
HPPM
HPPM continued to focus on cost efficiency and unit margins as volumes
were squeezed by lower customer demand while continuing to develop
new products for the Health & Protection market, where underlying
global growth drivers remain strong. William Blythe was divested in
May2025 and our portfolio rationalisation plans continue to progress.
Main product applications
Medical glove manufacture
Speciality paper and food packaging
Carpet and artificial turf
Polymer modifiers
2025 revenue change vs 2024
Volume Price/mix FX Total
(10.4)% (6.0)% 1.1% (15.3)%
2025 revenue by end market
Continuing
£469.2m
Health & Protection 34%
Paper 18%
Carpet 14%
Acrylate monomers 13%
Speciality vinyl polymers 10%
Foam 7%
Antioxidants 4%
Synthomer plc Annual Report 202524
HPPM performance review
Full year ended 31 December (continuing)¹
2025
£m
2024
£m
Change
%
Constant
currency
2
%
Revenue 469.2 554.2 (15.3) (16.5)
Volumes (ktes) 522.5 583.3 (10.4)
EBITDA 24.2 33.0 (26.7) (28.5)
EBITDA % of revenue 5.2% 6.0%
Operating (loss)/profit – underlying (2.1) 6.1 n/m n/m
Operating loss – statutory (33.0) (11.6) +184.5
1 William Blythe has been classified as a discontinued operation
2 Underlying constant currency revenue and profit retranslate current year results using the prior
year’s average exchange rates.
Continuing divisional performance
Divisional revenue was £469.2m (2024: £554.2m), driven by a 10.4%
decrease in volume and lower prices reflecting reduced raw materials
costs. Volumes in Health & Protection decreased by 17.3% compared to
2024, as our latex glove manufacturing customers reacted to market
developments in the USA, where the announcement in summer 2024 of
tariff increases on their global competitors from 1 January 2025 drove
some pre-emptive buying activity. This began to moderate in the second
half, and demand from both new and existing customers began to improve
in Q4. We secured another income stream in H1 for additional services
from our multi-year technology partnership to support growth in the
onshore US glove market. Underlying hygiene demand growth remains
strong globally, but unit margins remained low by historical standards.
In our Performance Materials portfolio, volumes decreased by 2.5% as
market conditions for Acrylate Monomers and SBR for carpet and foam
inEurope remained difficult. Speciality Vinyl Polymers, Antioxidants and
European Paper activities were more robust.
Divisional EBITDA decreased by 28.5% in constant currency to £24.2m
(2024: £33.0m), with an EBITDA margin of 5.2% (2024: 6.0%). The division
ismaking EBITDA margin progress through operating cost reductions,
including from further efficiency programmes and the closure of a small
manufacturing plant in China in June; however this was offset by
negativeoperating leverage to lower volumes in the Performance
Materialsbusiness, with Acrylate Monomers particularly affected.
Strategy
Much of the HPPM division has base chemicals characteristics, so our
differentiated steering approach focuses on improving cost efficiency
across our value chains while enhancing our overall value proposition to
customers through selective investment in process and product innovation
and sustainability.
Our Health & Protection business continues to focus on opportunities to
leverage our position as a global market leader in NBR manufacturing with
significant technology and manufacturing expertise. This is reflected in our
support for customers as the latex glove demand environment evolves.
Examples in 2025 include our partnership with suppliers Neste and PCS
tomanufacture bio-based nitrile latexes for the glove industry. We also
continue to develop other products that aid reusability, weight reduction
and high performance for customers in this market.
We also continue to support our US partner with further technology licensing
and manufacturing expertise as they develop onshore US capacity for nitrile
latex and glove manufacture, and we are exploring other potential partnership
opportunities for this business globally that require little or no capital investment.
In Performance Materials we signed a partnership with Lummus Technology
to license Synthomer’s proprietary acrylic acid esters technology, part of
theAcrylate Monomers business, which will now reach a broader market
through Lummus’ platform, and secured a major multi-year contract in our
European Paper business. Speciality Vinyl Polymers also commenced a
partnership to expand its reach in China. A number of projects are underway
to deliver ISCC PLUS-certified reductions in the carbon emissions of our
production processes, conferring sustainability benefits for customers
seeking to reduce their own value-chain carbon footprints.
In May 2025 we completed the divestment of William Blythe Limited, a
non-core inorganic chemistry business, to its management team alongside
H2 Equity Partners. This transaction further reduced the complexity of our
site portfolio and has enabled greater focus of capital, time and other
resources. As described in the CEO review, during the year we broadened
the scope of our non-core divestment portfolio, andare progressing with
several processes to accelerate the Group’s deleveraging and simplify the
business portfolio further.
Synthomer plc Annual Report 202525
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
Sustainability in
focus: building
deeper partnerships
with our customers
“This year we have focused on
building stronger partnerships
withour customers and other key
stakeholders to create value and
shape a more sustainablefuture.”
Chris Brown
Vice President, Environmental, Social and Governance
This was another productive year for our sustainability agenda,
with work to accelerate innovation and deepen partnerships
with customers and suppliers continuing, despite ongoing
market challenges.
Synthomer has come a long way since we set out our Vision 2030
framework five years ago. Today, sustainability is a business principle
and a foundation of our growth strategy and we have made consistent
progress against most of our targets. Targets are important, since they
help us make – and report on – progress, but they are not a strategy
inthemselves. Which is why everything we do when it comes to
sustainability must be in service of our key stakeholders’ needs,
anddemonstrate the benefits to our customers of choosing us over
another supplier. We want them to see us as a sustainability enabler.
Ifthey do not, we risk missing out on future business opportunities.
So while we have continued sharpening our approach in areas like
innovation, human rights and value chain emissions data analysis,
weare also building deeper partnerships with our customers and
suppliers to help accelerate change across our value chain.
Importantly, others are recognising our progress. In 2025, we won
asustainability award from a key adhesives customer, Henkel, and a
supplier award from our high-performance materials customer, Nitto.
This second award recognised our commitment to quality, service and
sustainability. We also retained our CDP Climate A- rating, which places
us in the leadership group, and our silver EcoVadis rating, where we are
now in the top 2% of rated companies for sustainable procurement.
This year also marked the end of the first of three time horizons that
weset out two years ago in our climate transition action plan. As well
as finding new ways to meet our science-based 2030 GHG emissions
targets, the action plan will help us identify the business opportunities
to reach our 2050 net zero ambition.
That deadline is getting closer. We need to start developing the next
generation of sustainable solutions today in order to keep delivering
theproducts that our customers will need in future. We know from our
latest scenario analysis that if we do not, we may miss opportunities
tocontinue delivering our growth strategy.
»
See our latest scenario analysis on pages 58 to 63.
Synthomer plc Annual Report 202526
Highlights from2025
• •
Delivered first sales of our BIO and CLIMA products.
• •
Won supplier sustainability awards from two
keycustomers.
• •
Launched a new customer portal providing
keyproduct safety information.
• •
Eliminated alkylphenol ethoxylates from our global
product portfolio.
• •
Developed a new greenhouse gas forecasting
model, identifying new options to deliver our climate
transition plan.
• •
Maintained our A- ‘leadership’ level for CDP Climate.
• •
More than 1,900 employees engaged through our
Sustainability Academy.
Continued commitment under challenging
circumstances
Unlocking these opportunities will be challenging, not
least if broader market conditions continue to test our
industry. We have certainly seen a shift in business
priorities in 2025, as customers, suppliers and peers
prioritise managing cost pressures. However, change is
not linear and a good strategy does not get blown about
by short-term challenges. Sustainability remains a key
enabler for our strategy, but it is also a business
consideration like any other.
Our ISCC PLUS certification is a good example. In 2025,
weachieved ISCC PLUS accreditation for 11 of our
manufacturing plants, enabling us to offer customers
our BIO and CIRCLE products using the mass balance
approach. While changes in short-term business
priorities have made it harder to incorporate additional
cost, we know that customers are interested in these
products and we have now made initial customer sales
in our Adhesives and our Coatings businesses.
While it is important we help our customers understand
the benefits of our products today, it is essential that we
understand their needs, challenges and timelines so we
can work together more effectively to create the next
generation of more sustainable products.
Accelerating change through greater
collaboration
Sustainable change has to be championed by the
people who work most closely with our customers
andsuppliers. Our Sustainability Academy, which we
launched in 2024, is playing an important role in this,
helping our commercial, innovation and procurement
teams develop the tools and language they need to
become those champions. And it is thanks to their
hardwork and collaboration that we are building
deeperpartnerships across our value chain.
As a B2B company, working with our customers to
helpthem realise their goals – and with our suppliers to
understand theirs – is the only way we will achieve ours.
Our partnerships with key universities are important
here. They help us accelerate innovation and train the
next generation of synthetic and polymer chemists in
key aspects of green chemistry (see page 35). We
increasingly participate in key industry organisations,
such as the European Chemical Industry Council
(CEFIC), the American Chemistry Council (ACC) and
theChemicals Industries Association (CIA) in the UK.
We are also an active member of the Together for
Sustainability (TfS) initiative. This year we participated
in three TfS workstreams focusing on assessing
andauditing suppliers, building skills and Scope 3
emissions. These collaborations are essential given
ourindustry’s importance as nations and regions build
their industrial strategies in the face of increasing
competition from other parts of the world.
Synthomer plc Annual Report 202527
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Sustainability in focus
Getting to work on delivering our
climatetransition action plan
We have reported against the recommendations of the
Task Force on Climate-related Financial Disclosures
formany years (see pages 58 to 63) and in 2024
conducted our first double materiality assessment (see
page 30) and implemented our new climate transition
action plan (see left).
Both have strengthened our understanding of our
biggest risks and opportunities and confirmed that
wewere broadly focused on our most material issues
through our Vision 2030 framework. What our climate
transition action plan also showed us is that the biggest,
fastest impact we can have between now and 2030 is
through sourcing lower-carbon feedstocks.
As well as introducing the ISCC PLUS products, this year
we piloted the use of low-carbon versions of two key
raw materials: butyl acrylate (BA) and butadiene (BD).
The pilot targeted lower-carbon BA and BD at two
specific sites and improved our understanding of how
toaccount for multiple sources of a raw material in a
product carbon footprint. It also highlighted practical
challenges for our procurement team in maintaining a
secure supply from a smaller pool of suppliers. We will
use what we have learnt to continue developing options
for lower-carbon products and better understand their
impact on our procurement approach. This will help us
determine better ways to deliver lower-carbon options
for our customers.
As part of our action plan, we are working to identify
alternative raw materials to complement existing
lower-carbon fossil-based products over the medium
and long term. In 2025, we reviewed market-ready and
emerging drop-in feedstocks from recycled, bio-based
and CO
2
-derived sources, as well as new chemistries
and technologies for future polymers. All three
alternative feedstocks – and several relevant
technologies – are projected to become commercially
significant by 2030, presenting meaningful opportunities
for our portfolio. The barriers to adoption are now
shifting from technical feasibility towards the need
forstronger market pull, as well as supportive policy
frameworks to help these lower-carbon solutions
compete with conventional fossil-based materials.
Our procurement teams play a crucial role here.
Theyare helping us build closer relationships with
keysuppliers so we can identify and source the raw
materials we need to deliver the next generation of
sustainable products, proving that innovation does
notalways happen in a laboratory.
New GHG emissions forecasting model
toaccelerateprogress
As in 2024, much of what we have achieved this year
isthanks to data insights and how they inform our
discussions with stakeholders. This year, we have
worked with our businesses and functions to develop
anew GHG emissions forecasting model that helps us
understand the potential future impact of our business
growth plans. The model also enables us to review
ourraw material and product costs versus carbon
impact. Our businesses and procurement teams have
responded positively to the tool and its ability to open
conversations with customers and suppliers about the
impact of GHG emissions in the same way as for cost
and price.
This tool is another important milestone in addressing
our Scope 3 emissions – by far the largest proportion
ofour carbon footprint. Developing it has involved
mapping our customers’ purchases against the
rawmaterials we use to make our products and
thesuppliers we purchase them from. It provides
exceptional granularity on any given emissions
trajectory for individual customers and product lines.
Our climate transition action plan
In 2024, we developed a new climate transition action
plan to support our journey towards net zero. The plan
focuses on four specific areas and is set out across
three time horizons (2025, 2026-2030 and 2030-2050):
• •
Integrating a GHG forecasting model into our
business plans to identify the product innovation
and market development options to reduce our
GHGemissions over the next five or more years
• •
Reducing Scope 1 and 2 GHG emissions by
continuing to deliver our current five-year capital
improvement plan, driving energy efficiency through
our manufacturing excellence programmes,
sourcing 100% renewable electricity for all our sites
and developing net-zero roadmaps for three pilot
manufacturing sites
• •
Reducing Scope 3 GHG emissions by selectively
sourcing lower-carbon fossil-based feedstocks,
sourcing certified sustainable feedstocks,
developing value chain partnerships and innovating
novel (recycled, bio-based and CO
2
-derived)
feedstocks and products
• •
Risk assessment and scenario analysis to further
develop our strategic understanding of climate risk
and its financial impacts for our business.
Synthomer plc Annual Report 202528
Ithas also helped identify important data gaps and the
specific suppliers we need to work with more closely to
understand their carbon footprint and goals.
We plan to improve the model in 2026 to allow the tool
to demonstrate the margin, price and carbon impact of
our products. This will help us make better informed
business decisions while delivering more sustainable
products for ourcustomers.
We see plenty more potential for other digital tools
andartificial intelligence (AI) to help us. In 2026 we
willinvestigate options to build AI functionality into
theforecasting tool to generate new insights to keep
reducing our Scope 3 emissions.
Our customers want to know more about our products’
carbon footprint (PCF), and our growing portfolio of
detailed, TfS-compliant PCF reports has become a
valuable resource.
Creating these reports is time-consuming. So, at the
end of 2025 we ran a pilot for a new PCF automation
tool at our site in Ribécourt, France. The tool
automatically creates a carbon footprint for specific
products using manufacturing procurement and
production data. As well generating targeted PCFs
tomeet specific customer requests, this tool will help
usexpand our PCF portfolio more quickly. It will also
enable us to track Scope 3 GHG emissions in real time,
instead of manually collating data once a quarter. While
this will initially occur at an individual plant level, our
ambition is to integrate the tool across our whole
business over the next five years.
An ongoing commitment to product stewardship
One of the most important ways we can support wider
sustainability is by minimising or eliminating the use of
certain chemicals. The majority of our products are not
classified as hazardous, and only a small proportion of
what we sell contains hazardous ingredients. However,
that proportion means we are, rightly, subject to strict
regulations on their use and we provide customers with
up-to-date, legally compliant safety sheets for products
in all the markets where we operate.
But product safety regulation is regional, complex and
changing rapidly. So over the past few years we have
strengthened our approach. This includes regular
training sessions to help our procurement teams
understand key regulation and ensure they ask
suppliersthe right questions about raw materials.
Wealso have a new tool that enables our innovation
teams to screenraw materials against regulations
tohelp themmake faster, more informed decisions
when designing products.
Meanwhile, we continue to improve the way we share
information with customers, and this year launched a
new customer portal that includes product regulation
passports. The passports provide concise information
that enables customers to check compliance in multiple
geographies, answering many of our most frequently
asked questions.
The portal itself is an excellent example of our
customer-centric approach. Launched in January 2025,
it currently contains our Adhesive Solutions and SVP
business product lines, and we intend to add more
businesses in 2026. To date, more than 100 customers
have downloaded over 1,500 documents and more
customers are signing up all the time.
»
See Synthomer’s customer portal.
Building deeper relationships for radical collaboration throughout the value chain
We are using data, information and knowledge from across our value chain to generate insights that help us create options for
more sustainable products and services for our customers.
Supplier
insights
Operational
insights
End-market
insights
Customer insights
Innovation
Integrate into decision making and business models
Raw
materials
Manufacture
Formulation
andproduction
Product use
Responsible
disposal
Synthomer plc Annual Report 202529
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Sustainability in focus
Our double materiality assessment
In 2024, we completed a double materiality
assessment (DMA) to evaluate both the impact of
ouroperations on people and the planet, and how
sustainability issues could affect our financial
performance. The process included:
• •
Mapping our value chain and stakeholders to
identify a long list of risks and opportunities.
• •
Engaging with key stakeholders – employees,
investors, customers, and suppliers – to validate
this list.
• •
Using our existing Group risk framework
methodology to quantify the financial materiality
ofthose risks and opportunities on our business
aswell as their likely societal impact.
»
More information is available at
Synthomer.com
From this, we identified the topics (shown in the
graphic on the right) that are most material to our
business at a Group level, along with a list of impacts,
risks, and opportunities. The DMA confirmed that
mostof our Vision 2030 targets aligned with our
material priorities.
We are now reviewing future regulatory reporting
requirements, including the EU Corporate
Sustainability Reporting Directive (CSRD) and
theUKSustainability Reporting Standards (UK SRS).
We will review and revise the DMA and relevant key
performance indicators in 2026 to confirm these
remain our most material risks and continue to be
aligned with our group risk management methodology.
IMPACT MATERIAL
NON-MATERIAL
DOUBLE MATERIAL
FINANCIAL MATERIAL
Own workforce
Workers in the
value chain
Water and marine
resources*
Affected
communities
Biodiversity and
ecosystems
Consumer and
enduser
Pollution
Business
conduct
Resource use
and circular
economy
Product
stewardship
Climate change
Financial impact on Synthomer
Synthomer’s impact on people and the environment
Material topics
 
Environmental
 
Social
 
Governance
 
Entity-specific
* Water and marine resources is identified as material for the Synthomer entities
in France due to manufacturing sites with high water stress. On a global level,
this impact is not deemed material as it is confined to the sites in France.
Synthomer plc Annual Report 202530
We want to be more than just compliant, though,
andare committed to eliminating and reducing the
proportion of hazardous ingredients in our products
wherever possible. Our product innovation scorecard
commits us to eliminating substances of very high
concern (SVHCs) from our portfolio, and today 1.12%
ofour products contain them at a concentration higher
than 0.1%.
Meanwhile, we stopped manufacturing per- and
polyfluoroalkyl substances (PFAS) in 2023. However, we
still find traces in some of our raw materials, so a new
cross-functional taskforce is developing a screening
process that will help us to eliminate them entirely.
We also reached a significant milestone this year in
ourvoluntary programme to eliminate alkylphenol
ethoxylates (APEOs) from our products. In September
2025, our Adhesive Solutions division produced its last
batch of SUNCRYL™ water-based release coatings
containing APEOs in North America. This completes a
multi-year initiative to reformulate 17 products across
our divisions and means our global product portfolio is
now APEO-free.
Steady progress against Vision 2030
We provide more detail on performance against our
Vision 2030 targets on pages 41 to 43, but continue
tomake good progress against many ofthem.
The broader economic climate has slowed our short-term
ability to deliver some of our bigger plans. Due to financial
pressures explained in this report on pages 7 to 9 we
have constrained our five-year capital investment plan for
Scope 1 and 2 GHG emissions reduction and paused the
purchase of energy attribution certificates contributing to
our Vision 2030 renewable electricity target. While these
decisions have affected our short-term progress we
successfully met our 2025 objective and remain on track
to achieve both our 2030 Scope 1 and 2 science-based
target and renewable electricity target.
Nonetheless our sites have continued implementing
‘self-help’ measures to reduce energy consumption,
including installing more energy efficient equipment
when old equipment reaches the end of its useful life.
Meanwhile, our three sites located in areas of high
waterstress and with high water use have made
goodprogress in establishing sustainable water
management programmes.
Other highlights include a recordable injury case rate
of0.15, meaning we have exceeded our 2030 target for
the third consecutive year. We also successfully met our
2025 objectives for both senior management gender
diversity and senior leaders from ethnically diverse
backgrounds.
»
See People in focus on pages 36 to 40.
Looking ahead
Our people should be proud of everything they have
achieved in the past five years. It is thanks to their hard
work that we are on track to deliver our 2030 targets
while building deeper, more collaborative partnerships
with our customers. A growing number of customers
are asking for our help, and we know we can do more.
We see huge potential for our growth strategy over the
coming decade, as long as we work at the right pace
with the right knowledge. So an important focus for
usin 2026 will be reviewing the way we measure
andcommunicate the benefits of our products to
customers. As we do so, we will continue to work in
partnership with customers, suppliers and peers to
accelerate progress across our value chain.
More information on our
approach to sustainability
We provide more information on the work we are
doingto understand our climate-related risks and
opportunities in our Climate Action report, summarised
on pages 58 to 63. This includes work in 2025 to
update our climate-related risk assessments and
scenario analysis.
We obtain independent assurance for our ISO
management systems and independent verification
ata limited assurance level of our Scope 1, 2 and 3
GHG emissions.
We benchmark our progress, and identify areas where
we can improve, through disclosures to organisations
including CDP, Ecovadis, S&P, London Stock Exchange
Group and MSCI.
This year, we maintained our A- ‘leadership’ level for
CDP Climate and continue to work closely with key
industry bodies. For more information, see Ratings
andResources on our website.
We provide more informationon our most relevant
sustainability issuesin our ESG data pack and a series
of in-depth insights that are available on ourwebsite.
Environment
Climate action
Water
Waste and pollution
Social
Health and safety in the workplace
Workers in the value chain
Product safety
Diversity, equity and inclusion
Communities
Governance
Business conduct
Synthomer plc Annual Report 202531
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
Sustainability as a service
Our Alcotex™ speciality polyvinyl
alcohol(PVOH) grades are helping to
make agriculture more sustainable. Our
products deliver biodegradable, water-
soluble, high-performance film-forming
solutions for seed coating and crop
protection. We have partnered with key
market players for more than 10 years
and continue to expand as demand
growsfor microplastic-free solutions.
Increasing performance
Health & Protection and
PerformanceMaterials
Our innovative Plextol™ Recyclear™
adhesive enables labels on HDPE bottles
and PP film substrates to be easily
removed during recycling, supporting
amore circular economy. The adhesive
has been approved by RecyClass, a
respected cross-industry initiative
setupto encourage greater plastics
circularity in Europe.
Reducing raw materials
Adhesive Solutions
We announced a new strategic
partnership and supply agreement
withour adhesives customer Henkel
inApril 2025, helping to commercialise
our newCLIMA-branded products. Using
our most advanced CLIMA products,
Henkel has cut its carbon footprint by
46% – five years ahead of its goal. In
November ourteam won Henkel’s 2025
Sustainability Award.
Reducing CO
2
emissions
Adhesive Solutions
We are committed to working in partnership with our customers to deliver
theproducts and solutions that help them meet their sustainability goals.
Herewe share a selection of our biggest successes.
Synthomer plc Annual Report 202532
Our new high-performance nitrile
butadiene rubber (NBR) – SyNovus™
Lite– has been engineered specifically
forultra-thin gloves. SyNovus™ Lite
helpscustomers lower their product
carbon footprint by 14.4% and reduce
Scope 3 emissions by 4% compared to
itsalternatives, without compromising
performance.
Reducing energy use
Health & Protection and
PerformanceMaterials
We have helped one of our largest
customers reduce the waste footprint
ofone of their high-volume disposable
hygiene products by 18%. Drawing on
ourpolymer expertise, we were able to
modify our polymer resin to produce
alighter-weight end product while
maintaining key performance attributes,
including tensile strength.
Reducing waste
Coatings & Construction Solutions
Many industries, such as medical, filtration
and home textiles, are increasingly looking
for solutions that do not include per- and
polyfluoroalkyl substances (PFAS) while
maintaining water repellent properties. Our
Sequapel™ 409 product has successfully
provided excellent hydrophobicity
properties through innovative non-PFAS
technology, as well as stability over a
wide range of temperatures.
Reducing hazardous
materials
Coatings & Construction Solutions
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Synthomer plc Annual Report 202533
Review of the year
Innovation in focus:
meeting customers’
current and future needs
“Thanks to our innovation and
technology teams, weare
workingmore closely thanever
with our customers todevelop
andcommercialise products with
important sustainability benefits.”
David Ring
Vice President, Group Innovation
Innovation remains the basis for creating value for our
customers and helping them realise their sustainability
goalswhile delivering our growth strategy.
Our innovation and technology teams have had a busy year developing,
launching and commercialising products across all our divisions to help
customers address existing needs and unlock new value in our end
markets. This includes products that help them lower their carbon
footprint, eliminate the use of hazardous materials and support a more
circular economy. At the same time, we continued to ensure that new
and protected products make up at least 20% of our sales volume – the
NPP metric – over the long term. This year we reached 23%.
From 2026, we intend to change our innovation key performance
indicator to track gross margin (GM) vitality instead of NPP. Tracking
gross margin rather than volume is a clearer way of measuring and
targeting innovation, and is in line with our strategy to become a more
speciality-focused chemicals business. By measuring vitality rather
than NPP we can ensure we maintain a healthy innovationpipeline
thatcontinues to bring new products and new benefits to market.
We have tracked GM vitality for many years, and in 2025 we delivered
8.2% GM vitality (2024: 7.5%), launching more than 40 new products to
market across our three divisions.
Once again, we exceeded our Vision 2030 sustainable products target
to have at least 60% of new products with enhanced sustainability
benefits. We provide more data on page 41.
Planning for the long term while moving at pace
While innovation is an essential part of how we address specific
customer needs, it also plays an important strategic role in helping
usanticipate and solve longer-term challenges.
Strengthening our long-term innovation pipeline is a key priority and
wetook several important steps this year, including appointing a new
innovation and technology specialist to help us take a more externally
focused, exploratory approach. This supports the work our central
scouting team already does to actively track market developments for
bio-based, recycled and CO
2
-based feedstocks. We also worked with
external experts to define priority innovation areas to support key
growth opportunities and help target our resources accordingly.
Synthomer plc Annual Report 202534
Meanwhile, our collaboration with the University of
Leeds has helped us develop new high throughput
polymerisation capability at our Harlow Technical
Centre, which will enable faster screening and help
accelerate our innovation projects.
Innovation and sustainability in our divisions
Delivering more sustainable solutions more quickly relies
on understanding our customers’ current and future
needs, and taking action today to make sure we can
deliver the products of tomorrow. We have continued to
build deeper, more collaborative partnerships with some
of our biggest customers this year, with our divisional
innovation teams playing a key role. The table below
shares a few examples of theirwork.
Looking ahead
While designing with sustainability in mind is now
business as usual, the way we do it will keep evolving,
and our central innovation team will continue working
closely with our divisional innovation teams to support
their needs. In CCS, we are developing a new customer-
centric innovation approach to identify key growth areas
and ensure we deliver the products our customers need
at pace. In AS, we want to strengthen our relationships
across the entire value chain so we can accelerate
workon a range of products designed tosupport
electric vehicle manufacturers. In HPPM, we want to
continue driving market-leading innovation for our glove
customers and develop solutions that support a more
circular economy.
While it takes time to develop new polymer products to
meet market demand, we need to ensure we are agile
enough to respond to our customers’ rapidly changing
needs and maintain competitive advantage. This year
our Innovation Taskforce worked with our internal
business excellence and continuous improvement team
(SynEx) to redesign our full innovation operating model.
This involved reviewing every aspect of our internal
processes – from how we make strategic innovation
decisions, to how we allocate resources, to the metrics
we choose to measure progress. Our aim is to create a
more agile approach, accelerating the speed at which
we deliver more routine innovation projects, while
freeing up people’s time to design and develop more
advanced ideas to support our strategy and help
customers meet their own ambitions.
We also established an Innovation Project and Portfolio
Management Office, which has piloted a new tactical
innovation process to help streamline the way we
respond to customer requests for simpler, more
routineinnovation projects. And we refined some of
ourinnovation governance processes to strengthen
decision making, prioritisation and resource allocation.
Accelerating innovation through
academicpartnerships
One of the best ways we can participate in – and
accelerate – long-term innovation is through our
academic partnerships. We primarily focus on projects
that drive innovation in sustainable polymers, bio-based
monomers and green chemistry to complement our
existing product portfolio.
In 2025, we launched a three-year collaborative
programme with the University of York, supported
through a UK Government Prosperity Partnership
grant.As well as aiming to drive decarbonisation and
defossilisation of speciality polymers, the programme
will help train the next generation of synthetic and
polymer chemists in key aspects of green chemistry.
Innovation highlights from our divisions
Adhesive Solutions
• •
Our Suncryl™ products are now available in Europe and North America free of any APEOs, meaning we are
aheadoflegislation to ensure our products do not contain substances of concern.
• •
Launched in 2024, our Plastvance™ products help customers make thinner plastic packaging with the same
performance. This means less material is used to package the same amount of product.
Coatings & Construction Solutions
• •
Our R&D teams are actively working with bio-based monomers to produce lower-carbon hybrid binders for paints
andcoatings applications.
• •
We have specifically developed our ALBECOR™ resins to enable low-temperature powder curing systems, reducing
customers’ energy use and the product carbon footprint of our cured coating by up to 10%.
Health & Protection and Performance Materials
• •
In February 2026, we announced a new partnership with Godavari Biorefineries Limited (GBL) to develop bio-based
alternatives to existing fossil-based monomers. Through this partnership, we are commercialising bio-based butyl
acrylate, using GBL’s bio-based butanol, to help accelerate the industry’s transition to more sustainable raw materials.
Synthomer plc Annual Report 202535
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
People in focus:
steady progress in
achallenging year
“I have been struck by our people’s
commitment to our business
andeach other – it is thanks to
them that we have successfully
navigated a challenging year.”
Gayla Cowie
Chief Human Resources Officer
Once again, our people have remained focused on helping
usdeliver our strategy while we continue to build an inclusive,
collaborative culture that celebrates diversity of thought and
acts on the views of our employees.
Fostering greater collaboration while supporting wellbeing
We have made good progress in the past five years to create a more
inclusive, high-performance culture. What our people have helped us
achieve despite ongoing market challenges has shown that we are
stronger together and that the best innovation happens when we work
collaboratively. This is why this year we adjusted our hybrid working
policy to increase the time we spend working together at our sites,
offices and laboratories.
This sense of togetherness is particularly important during uncertain
times, and we recognise that our cost reduction programme and
decision to remove around 250 roles globally has been unsettling.
While this was crucial for maintaining our competitive edge in a very
challenging economic landscape, we took a people-first approach,
treating affected individuals with empathy and respect and providing
asmuch support as possible.
Throughout the year, we have maintained our focus on employee health
and wellbeing, including new online sessions hosted by our Employee
Assistance Programme provider on topics such as stress awareness,
building resilience, and the power of open conversations to address
mental health issues. We also ran well-attended sessions to mark
World Mental Health Day and International Stress Awareness week.
Our annual Synthomer Cares week is always a great opportunity
foremployees to come together. Once again, sites organised local
activities, including helping at food banks, while globally, almost
400employees helped raise money for the medical humanitarian
organisation Médecins Sans Frontières.
Synthomer plc Annual Report 202536
Highlights from 2025
• •
Outperformed our annual recordable injury case
rate (RCR) target for the third consecutive year
• •
Launched Aspire, our new accelerated talent
programme for future senior leaders
• •
Rigorous follow-up on action planning from our
2024 Your Voice survey to improve ways ofworking
• •
Achieved our short-term gender and ethnic
diversityobjectives
• •
97% of all employees completed training on our
newCode of Conduct
Our people priorities
We focus on the following four priority areas in order
tosupport Synthomer’s overall business strategy:
• •
Invest in key capabilities
• •
Ensure simplified and customer-focused
processesand systems
• •
Build an environment of talent growth and
careerdevelopment
• •
Embed an inclusive and supportive workplace
Taking action to respond to our people’s views
One of the most important ways we can support our
people is by listening to – and acting on – their feedback.
Having run our last Your Voice employee engagement
survey at the end of 2024, our focus in 2025 was on
defining and delivering meaningful actions to address
what we heard. To date, we have identified more than
150 actions across the organisation. In Kuala Lumpur,
Malaysia, we ran ‘quick connect’ development sessions,
giving approximately 100 employees the opportunity to
meet with leaders and share career stories. We have
rolled out a similar format in other locations, such
asHarlow, UK, Sintra, Portugal, and Marl, Germany,
withplans for more during 2026. Globally, we ran a
Synthomer University awareness campaign and
launched new functional career frameworks in
responseto employee feedback. We also developed
anew change management hub to provide support
during change and transformation processes.
We share quarterly progress updates with employees,
which include key metrics and examples of progress.
This year, we established a dedicated community
ofpractice to share good examples of Your Voice
actionplanning across the organisation. Both help
demonstrate the tangible action we’re taking in
response to people’s feedback.
Board engagement with our employees
Our Board continued their Employee Voice engagement
initiative, holding six in-person sessions in France and
the UK during 2025.
The Board noted the positive culture and team spirit at
these sites and employees said they appreciated the
progress we are making on career development. These
sessions reinforced the importance of continuous
improvement in areas like knowledge sharing and
communication, as well aligning priorities and finding
ways to make it easier for people to do their jobs.
»
More information on the Board’s engagement
with employees and other stakeholders is
available on pages 78 to 82.
Continued progress in recognition
andperformance
We continue to embed our new global approach to
employee recognition, including running our second
annual Inspire Awards. This year, the programme
received around 60 nominations globally, with the
threewinning teams showcased at our April 2026
Synthomer Leadership Team meeting.
Our broader Star Awards scheme is also available globally
and aims to recognise behaviours and achievements
that support our strategy. We received more than 700
Star Award nominations over the course of 2025.
Developing a collaborative culture of excellence takes time
and our approach continues to mature. We remain focused
on supporting good performance and development
conversations between employees and managers and
embedding our performance management framework to
strengthen our talent pipeline and succession planning.
While the framework is built on continuous conversations,
our more structured mid-year review andsummary
conversation processes achieved high completion
ratesthis year, at 82% and 97% respectively.
Synthomer plc Annual Report 202537
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / People in focus
Developing our leaders and strengthening
ourdigital skills
We know from Your Voice that our people want a clear,
consistent approach to career development. So we have
continued building our comprehensive framework of
accelerated talent programmes. It starts with Ignite,
which is our graduate leadership programme, and
includes Elevate, our emerging leader programme.
During 2025, we welcomed the first cohort into our
newAspire programme, which targets future senior
leaders. It combines a deeper approach to advanced
leadership skills with experiential learning from
entrepreneurial challenges.
We have also significantly broadened our Leadership
Essentials programme. Open to all leaders across the
organisation, this provides a variety of training on different
aspects of leadership. Meanwhile, our Leadership
Academy provided opportunities to develop skills in areas
such as leading change, unconscious bias, giving and
receiving feedback and handling difficult conversations.
While the Leadership Academy is already a key part of
Synthomer University, we added other Academies to the
University during the year, including the Sustainability
Academy and DE&I Academy.
Good progress against our DE&I goals
Diversity, equity and inclusion (DE&I) remains a core
pillar of Synthomer’s strategy, and has changed from
project-based initiatives a few years ago to becoming
anintegral part of what we do. Women now represent
24.1% of our workforce, while our Board is 44.4%female.
We have made good progress towards our Vision 2030
diversity target in the past five years. We met both 2025
objectives, with women representing 35.3% of our senior
leadership (2025 target: 33%) and 21.6% of senior leaders
from ethnically diverse backgrounds (2025 target: 20%),
based on categories in the UK Parker Report.
We provide more information on our Vision 2030 target
on page 43. For more on Board-level diversity, see our
Nomination Committee report on pages 95 to 97.
While we are pleased with this progress, we need to stay
focused on this important topic to meet our Vision 2030
target of women representing 40% of senior leaders. Our
focus groups on female representation in manufacturing
play an important role here. Initially launched in Europe
in 2024, these sessions enable us to hear from female
employees about the barriers they face working in
traditionally male manufacturing roles. This year we
expanded the initiative to include sessions in Asia and
the USA, hosted by either our executive sponsor for DE&I
or a senior female manufacturing leader. We have heard
consistent themes in all regions and have agreed a
tangible action plan with our Operations Executive team.
Our DE&I ambassador network and employee resource
groups continue to play an integral part in our work.
Forexample, our cultural diversity group, EMPOWER,
celebrates different cultural awareness days and
regularly runs unconscious bias training.
Our employee resource groups
We have three DE&I employee resource groups:
ENGENDER – our women’s network
THRIVE – our LGBTQ+ network
EMPOWER – our cultural diversity network
Our gender diversity statistics
All employees
Female 912
Male 2,871
Not declared 5
Total 3,788
24.1%
female
Board
Female 4
Male 5
Total 9
44.4%
female
Senior management
Female 18
Male 33
Total 51
35.3%
female
Synthomer plc Annual Report 202538
Digitalisation is an increasingly important area, especially
given the potential for artificial intelligence (AI) tools
tohelp boost efficiency and innovation. To ensure we
adopt appropriate AI tools and get the maximum benefit
from them, our IT and HR teams are working together
toprovide our people with relevant training. We also
launched a new AIpolicy and formed a corresponding
AI community ofpractice. A regular news section is
available on our intranet, supported by lunch-and-talk
sessions on the subject.
Helping our people do the right thing
We expect everyone who works with and for Synthomer
to act with integrity and respect – as enshrined in our
values. Our Code of Conduct applies to everyone at
Synthomer and training on it is mandatory. This year,
97% of our employees completed that training. Having
updated the Code in 2024, we held 17 workshops at sites
around the world this year to communicate the changes.
We operate in an increasingly complex world, with
different jurisdictions setting out different legislation.
This year we updated our policies on anti-bribery and
corruption, human rights, and whistleblowing to help
ourpeople better understand our expectations. We
alsostrengthened procedures for recording gifts and
hospitality, conflicts of interest and trade compliance,
and launched training on our new fraud prevention policy.
We want people to feel able to speak up if they see
something they are unsure of and have several channels
to support them. These include our independent
whistleblowing hotline, EthicsPoint, which this year
received 17 reports (2024: 16). We investigate all reports
and take action where needed. This year we introduced
new awareness posters in local languages at all our
sites and intend to relaunch EthicsPoint in 2026 to
encourage more people to speak up.
Strengthening our focus on human rights
Being a responsible business includes an unwavering
commitment to respecting and protecting human rights
across our operations and supply chain. This is an
ongoing challenge given that some of the locations
where we work have a high risk of human rights abuses,
modern slavery and human trafficking. We take a
zero-tolerance approach to any wrongdoing, as
enshrined in our Modern Slavery Statement, and all
employees learn about the risks of modern slavery as
part of broader Code of Conduct training.
»
Our full Code of Conduct is available on our
website, along with our Group policies.
Our Human Rights Working Group helps us focus on the
areas where we can make most impact, which this year
included assessing modern slavery risk at all our sites.
We also include specific human rights and modern
slavery questions in our internal audit procedures and
introduced a new e-learning module on modern slavery.
In 2025, 100% of relevant employees completed the
training. In the UK, we also launched a new module on
workplace harassment, which was completed by 95%
ofemployees.
Looking ahead
We remain committed to building an inclusive,
collaborative culture of excellence to help deliver
Synthomer’s strategy. To support this, we plan to
updateour reward framework and develop a new
careerhub for employees. We will run our next
employee engagement survey in 2026.
We will also continue strengthening our approach
tomanaging human rights risks, exploring options
todevelop metrics and targets to track and report our
progress, and will run more Code of Conduct roadshows.
We are guided by five core values and
associated behaviours that we all share
SHE
Integr i t y
Teamwo r k
Innovation
Accountab i l it y
Our values were developed based on feedback from
our employees, and represent the key expectations of
everyone in Synthomer.
Synthomer plc Annual Report 202539
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / People in focus
Our approach to managing
healthandsafety
All our sites must align their processes and policies
with our Group-wide Safety, Health and Environment
Management System (SHEMS). Find out more at
Synthomer.com
Health and safety: staying focused on our
long-term goals
Keeping our people and contractors safe is our highest
priority, and is enshrined in our core SHE value, which
states that ‘we always have time to work safely’.
Our 2025 health and safety performance
This mantra is especially important in challenging times,
and it is testament to our people’s continued commitment
that our recordable injury case rate (RCR) of 0.15
outperformed our annual objective for the third consecutive
year. However, this year’s process safety event rate (PSER)
of 0.25 was higher than our 2025 objective. Both metrics
were influenced by a series of low-consequence incidents
at just two sites – Le Havre in France and Mogadore,
Ohio, USA. We launched a new SHE Week initiative
toaddress common issues, which included all our sites
running refresher sessions on ‘back to basics’ themes as
well as lessons learnt from our RCR and PSER cases.
We had a tremendous response, with more than 90%
ofoperational employees taking part, with an average
attendance of more than eight hours per person.
Priorities for 2026
We are determined to improve our short-term PSER rate
and plan to review the way we control chemicals that do
not represent a major accident hazard but still cause
lower-consequence reportable incidents. We also plan
to work with operational teams to strengthen the way
sites are brought back online after maintenance and
willcontinue to ensure we have the appropriate levels
oftraining across our teams. We are also aiming to roll
out our bowtie barrier check app to more sites in 2026.
Our safety performance by division
Full year ended 31 December 2025 2024
Recordable injury case rate
per100,000 hours for employees
and contractors
CCS 0.23 0.25
AS 0.00 0.00
HPPM 0.10 0.09
Continuing Group 0.15 0.14
Process safety event rate
per100,000 hours for employees
and contractors
CCS 0.41 0.15
AS 0.24 0.69
HPPM 0.06 0.09
Continuing Group 0.25 0.21
An improving long-term picture
Safety incident hotspots are unusual for us but are
essential reminders of why we must remain vigilant.
Importantly, our longer-term SHE trends continue to
demonstrate that the longer sites are part of Synthomer
and our SHEManagement System (SHEMS), the better
their performance.
For example, our most hazardous incidents, involving
flammable and toxic chemicals, have fallen year-on-
year, particularly at our newest sites. Our multi-year
‘bowtie’ barrier check initiative has helped with this,
andwe have now completed around 40% of all checks.
This year we developed a new digital tool to help record
those checks more efficiently. We trialled the app at
several sites in 2025 and have since made some
improvements based on user feedback.
We always look for opportunities to improve our
performance, using data to help identify focus areas.
This year, for example, we focused on contractor safety,
following a series of incidents in 2024, and now include
contractor engagement – onboarding, task preparation
and planning as well as on-site performance monitoring
– within our audit programme.
We continue to focus on ‘leading’ indicators, such as
monitoring the standard of our permit to work process,
alongside near-miss and weak-signal reporting. We have
expanded our SHE competency programme to include
operational supervisors and continued our process
safety training for operators. With almost three-quarters
of operators now trained, we have begun building a
refresher programme. Meanwhile, our annual SHE
Principles and Golden Rules refresher training is now
mandatory for all employees.
This year we replaced our face-to-face SHE conferences
with global calls and our new global SHE Week to reduce
non-essential cost. This enabled teams at every site
toparticipate in a mix of mandatory and local activities.
Synthomer plc Annual Report 202540
Our Vision 2030 progress
Our Vision 2030 roadmap lays out a series of
sustainability-related targets in areas that matter
most to our stakeholders and where we can have
the most material impact.
We keep our targets under review and occasionally
update them when needed. We also provide more
detailonline on each of our target areas, including
ourdefinitions, approach, governance, progress and
priorities. This information is organised into three areas
– environment, people and governance – and can be
found on our website. This information includes more
detail on our community programme.
Met or exceeded target.
Sustainable products
Vision 2030 target
At least 60% of new products with enhanced sustainability benefits.
Target 60%
2025 84%
2024 69%
2023 64%
Our short-term 2025 objective*
At least 55% of new products with sustainability benefits.
Progress against the target and objective in 2025
This year we launched 43 new products with enhanced
sustainability benefits as defined by our product sustainability
scorecard, meaning we exceeded our 2030 target forthe third
consecutive year.
Innovation is the basis for creating value for our customers
andhelping them realise their sustainability goals. It also plays
animportant strategic role in helping anticipate and solve
longer-termchallenges.
Strategy 
»
For more information on our approach to innovation
and this year’s highlights, seeInnovation in focus on
pages 34 to 35.
Sustainable procurement
Vision 2030 target
80% procurement spend with a sustainability rating.
Target 80%
2025 39%
2024 53%
2023 46%
Our short-term 2025 objectives*
• •
50% procurement spend covered by a sustainability
ratingandimprovement plan
• •
Audit eight key suppliers’ sites by 2025
• •
Ensure that all our highest-risk suppliers agree to our
SupplierCode of Conduct or equivalent standards.
Progress against the target and objectives in 2025
Our overall percentage of spend where the supplier had a valid
EcoVadis scorecard assessment fell in2025, due to 11 priority
suppliers – who represent 22% of our spend – not renewing their
ratings before year end. While we did not meet our 2025 objective,
we added an additional 200 suppliers to our EcoVadis platform,
andour sustainable procurement programme ranked in the top 2%
of all companies rated by EcoVadis.
Having met our short-term audit objective a year early, we added
another eight sites in 2025. Key themes for this year included
management, environment, health and safety, labour and human
rights, and governance issues. As part of our ongoing work to
deepen relationships with our suppliers, we ran sixwebinars to
share examples of our work and encourage them toparticipate
inaudits.
We updated the human rights and modern slavery guidance in
ourSupplier Code of Conduct and introduced a modern slavery
e-learning module for our procurement teams.
To date, 92% of our highest-risk suppliers have agreed to meet our
Code or equivalent standards. We remain committed to achieving
100% and are taking targeted action with our suppliers to reach
fulladoption.
Strategy 
»
See Sustainability in focus on pages 26 to 33.
* Set in 2020, excluding health and safety objectives,
which are reset on an annualbasis.
Link to strategy
  Organic growth in attractive end markets
  Rigorous and consistent portfolio management
tobuildfocused, leadingpositions
  Operational and commercial excellence inhow we run
ourbusiness
  Differentiated steering in how we allocate capitaland talent
  Diversity, equity and inclusion, and holistic
peopledevelopment
Synthomer plc Annual Report 202541
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Our Vision 2030 progress
Environment
Vision 2030 target
Reduce Scope 1
1
and 2
1
absolute emissions by 47%.
Target 47%
2025 32%
2024 45%
2023 41%
Our short-term 2025 objectives*
• •
30% absolute reduction in Scope 1 and 2 emissions (versus 2019)
• •
5% energy reduction on intensity (versus 2022)
Progress against the target and objectives in 2025
While our absolute Scope 1 and 2 emissions rose in 2025 versus
2024, they continue their downward trend, with overall emissions
32% lower than our 2019 baseline, meaning we successfully
achieved our 2025objective.
Our Scope 1 emissions were around 2% lower, reflecting reduced
output at some sites (compared with 2024), the closing of our
sitein Ningbo, China, and some impact from project savings
outlinedbelow.
Our Scope 2 emissions were significantly higher than 2024 but still
almost 43% lower than our 2019 baseline. The increase is a result
of our short-term decision not to buy renewable power certificates
this year (see renewable energy target, right).
Our 2025 energy intensity was 3% higher than 2022. This was due
to lower production volumes at some sites and means we did not
achieve our 2025 objective.
While tough market conditions have affected our metrics, these
headline figures do not tell the full story. Many sites have continued
implementing self-help measures to reduce energy consumption
and drive efficiency. For example, through a steam leak reporting
programme, our site in Middelburg, the Netherlands, replaced more
than 120 steam traps and fixed more than 100 leaks, saving more
than €2m and reducing Scope 1 emissions by around 6kt.
In 2026, we aim to introduce new utility dashboards and
incorporate real-time digital utility metering at nine sites with
thehighest energy consumption.
»
For more information on Scope 1, 2 and 3, and our
renewable electricity use, see Sustainability in focus on
pages 26 to 33, ourclimate transition action plan on
page 61 and ourClimate action insight paper at
Synthomer.com. See our Environmental performance
summary on pages203 to 206 for datadisclosures.
Vision 2030 target
Reduce Scope 3
1, 2
absolute emissions by 28%.
Target 28%
2025 15%
2024 22%
2023 14%
Progress against the target in 2025
Our Scope 3 emissions were approximately 7% higher than 2024.
Most of this increase is due to revisions to the Secondary GWP
factors used for strategic raw materials, since our production
volumes remained similar to last year. A change in supplier
distribution in some of our strategic raw materials, as well as
availability of supplier-specific GWP factors for those volumes,
alsohad an impact.
»
See Sustainability in focus on page 28 for more detail
on our work this year to develop a new Scope 3 GHG
emissions forecasting model.
Vision 2030 target
80% of electricity from renewable sources.
Target 80%
2025 38%
2024 80%
2023 80%
Progress against the target in 2025
This year, 38% of our electricity came from renewable sources.
While this is significantly lower than previous years, it is due to a
short-term decision not to purchase renewable power certificates
related to cost pressures.
Nonetheless, we remain on track to meet our goal to have 80%
ofelectricity from renewable sources for all sites, where feasible,
by2030.
Vision 2030 target
Establish sustainable water management at sites located
inareasof high water stress.
Progress against the target in 2025
Our three priority sites with high baseline water stress and/or
highforecast water stress, high water demand continued to make
progress against their water stewardship targets, albeit more slowly
than we would like. This was due to cost challenges and regulatory
factors. Our Le Havre, France, site has now agreed a project plan with
its regulator. Our site in Langelsheim, Germany, aims to implement
phase one of a project to reduce reliance on river water for cooling
in the next two years, which could reduce demand by 15-20%.
While our overall absolute water consumption was 1% lower,
ourwater withdrawal intensity was 5% higher than 2024. This
waslargely due to lower output and higher demand for cooling at
some of our locations that experienced a particularly hot summer.
Our short-term 2025 waste reduction objective*
5% reduction in total waste per tonne (versus 2022).
Progress against the objective in 2025
Our three-year rolling waste intensity metric was 5% worse over the
2023-2025 period, versus 2021-2023. This was due to a series of
significant one-off events in 2025, including the demolition of an
old plant at our site in Marl, Germany.
Many sites are working on projects to improve the efficiency of
theirmanufacturing processes since this can be a common cause
of waste. They also look for opportunities to reduce, reuse and
recycle material. For example, our site in Ribécourt, France, reduced
wastewater treatment sludge by 30% bychanging its filter cleaning
procedures and addressing quality issues in process solution
make-up.
While reporting total waste generation is important, the impact
ofone-off waste disposals often hides underlying performance
trends. In 2026, we will, therefore, revise the definition of our
wasteintensity metric to focus on manufacturing waste instead
oftotal waste.
Strategy 
Synthomer plc Annual Report 202542
Our employees
Vision 2030 target
40% senior management
3
gender diversity.
Target 40%
2025 35.3%
2024 29.2%
2023 30.4%
Vision 2030 target
Achieve upper quartile engagement scores against
externalbenchmarks.
Our short-term 2025 objectives*
• •
33% female senior leaders
• •
20% senior leaders from ethnically diverse backgrounds
Progress against the target and objectives in 2025
We successfully achieved our 2025 senior management gender
diversity objective. The percentage of senior leaders from ethnically
diverse backgrounds was 21.6%, also achieving our 2025 objective.
Gender diversity remains a key area of focus for our DE&I efforts,
with short- and long-term initiatives in place. At the same time, our
guidelines ensure we follow strong DE&I principles when recruiting
internally and externally. This, together with our internal talent
marketplace platform, has helped us make further progress
towards our 2030 gender diversity target, all based on meritocracy.
We consider DE&I a key enabler for our success and remain
ambitious in our objectives. This ambition was confirmed in
abenchmarking exercise that showed our 2030 gender diversity
target is within the top quartile for our peer group.
We ran our latest global employee engagement survey – Your Voice
– in November 2024, with 80% of employees sharing their views.
Our Board continues to hear directly from employees via our
Employee Voice programme.
Strategy 
 
»
We provide more information on all our work this year in
People in focus on pages 36 to 40.
Health and safety
Vision 2030 target
Recordable injury case rate (RCR).**
Target 0.20
2025 0.15
2024 0.14
2023 0.16
Vision 2030 target
Process safety event rate (PSER).**
Target 0.10
2025 0.25
2024 0.21
2023 0.18
Our short-term 2025 objectives*
• •
RCR of 0.20
• •
PSER of 0.20
Progress against the targets and objectives in 2025
We outperformed our RCR target and remain in the top quartile for
our industry for a third consecutive year. However, around one-third
of our occupational health incidents occurred at our site in Le Havre,
France. Although all low consequence, our central SHE team is now
working with site leaders to implement acomprehensive
behavioural safety programme.
Our process safety event rate metric remains higher than we would
like despite a particularly good year for our sites in Jefferson Hills in
the USA, Middelburg in the Netherlands, and Harlow in the UK. These
sites benefited from knowledge sharing on root cause issues in 2024,
viaour process safety network.
The overall rate was affected by a series of low-consequence
incidents at our site in Mogadore, Ohio, USA, which underwent
significant leadership and organisational changes. The site team
isnow working through a seven-point improvement programme
toaddress the common issues that contributed to these events.
As with our environmental progress, the headline metrics are only part
of the picture. We continue to see significant improvement at our newest
sites, as well as reductions in incidents with the highest consequences.
»
We provide more information on health and safety
progress this year, including in our multi-year bowtie
barrier initiative, on page 40.
Strategy 
* Set in 2020, excluding health and safety objectives,
which are reset on an annual basis.
** Per 100,000 hours for employees and contractors.
1 Independent Limited Assurance
We engaged Grant Thornton UK LLP to provide
independentlimitedassurance over our:
Scope 1 emissions (tCO
2
e)
Scope 2 market-based emissions (tCO
2
e)
Scope 2 location-based emissions (tCO
2
e)
Scope 3 total (tCO
2
e)
This limited assurance engagement has been performed in
accordancewith ISAE 3000 (Revised) and ISAE 3410 for the
year ended 31 December 2025. See limited assurance report
withanunmodified opinion.
2 SBTi-approved Scope 3 science-based target is for Category 1:
Purchased Goods and Services.
3 Senior management is defined as members of the Executive
Committee plus senior managers directly reporting to them.
Synthomer plc Annual Report 202543
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year
Managing risk
The environment in which we operate is ever
more complex, with geopolitical uncertainty,
cyber security incidents, technological
advancements such as AI, and extreme
weatherpresenting challenges and
opportunitiesto our business.
We continued to adapt our risk management framework
in 2025 to protect our business, pursue our strategic
objectives and keep pace with the broader environment.
Our risk process is focused on nine principal risks.
These risks, or a combination of risks, were they to
ariseand not be effectively mitigated, would cause
serious disruption to our business, threatening future
performance, solvency, liquidity or our ability to deliver
our strategy.
The heatmap shows the relative positioning of our
principal risks based on the three dimensions we use to
assess our risks: the likelihood of the risk materialising,
its potential impact and its velocity – the time between
the risk crystallising and the impact being felt. This is
based on our residual (net) ratings of risks after we have
considered any mitigating controls. Risks with a higher
velocity are shown with a red outline, while movements
in principal risks compared to last year are shown as
grey dotted lines.
Find out more about our principal risks, our mitigation
activities and the rationale for movements in principal
risks on pages 49 to 56.
Principal risk Change Page
1 Delivery of our
strategic initiatives
+
49
2 Demand uncertainty and
competitivedynamics
<>
50
3 Technology
and innovation
<>
51
4 Disruption in supply
toourcustomers
<>
52
5 Process safety
<>
52
6
Data management and
cyber security
+
53
7 Energy price risk in Europe
<>
54
8 Ethics and compliance
<>
55
9 Financial markets
andbalancesheet
+
56
Key
Strategic risk
Operational risk
Compliance risk
Financial risk
Higher velocity
+
Increased
<>
No change
—
Reduced
Impact
Likelihood
Synthomer plc Annual Report 202544
Our risk management approach enables us to
identify business opportunities, minimise threats
to the delivery of our strategic objectives and
build resilience within our business.
It is underpinned by an enterprise risk management
framework that helps us to track and report risks and
the associated actions we are taking to manage our
riskexposures.
We will continue to improve our approach to managing
risks and, in 2026, will align our risk management
processes to ISO 31000:2018. This standard provides
best practice guidance for risk management.
Our Board
The Board has overall responsibility for ensuring that
risk is effectively managed across the Group and for
creating the framework for our risk management to
operate effectively. The Board continues to set our risk
culture and the risk appetite it is prepared to accept to
achieve the Group’s strategic objectives, recognising
that these underpin the effectiveness of our risk
management framework.
We also recognise that the chemical manufacturing
industry is inherently dangerous and that our business
faces many risks. For principal risks, we consider the
risk appetite under three categories: risk averse, risk
neutral and risk taking. As an example, we put process
safety in the risk-averse category because safety is one
of our core values. That means any process safety risks
must be reduced as far as reasonably practical. In the
risk-taking category, however, we put technology and
innovation. These enable us to deliver our strategy, so
we are more willing to accept higher volatility on returns
in this area. Our risk appetite statements are embedded
in our enterprise risk management framework.
How we manage risk
Risk governance and oversight
Risk and
assurance
Establishes the
riskmanagement
framework
Provides guidance
andchallenge to
divisionaland functional
risk owners
Aggregates risk
information and helps
management to identify
principal risks
Top-down Risk assessment
Board of Directors
Sets the risk culture and risk appetite.
Has overall responsibility for reviewing
and approving our principal risks.
Audit Committee
Supports the Board to monitor
riskexposure. Reviews principal
andemerging risks, and the
effectiveness of risk management
and internal control processes.
Provides challenge to senior
management where appropriate.
Executive team/
Executive Risk Committee
Reports on principal and emerging
risks to the Audit Committee and
Board. Conducts top-down risk
identification and review. Ensures
the risk management policy and
riskmanagement framework are
implemented and embedded in the
business and appropriate responses
are taken to manage risks.
Division and function
riskowners
Responsible for risk identification,
assessment and management of
risks (determining the risk response),
the effectiveness of key controls and
progress of actions to continue
managing risk to an acceptable level.
Bottom-up Risk assessment – Divisions and functions
Synthomer plc Annual Report 202545
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Managing risk
In 2025 we conducted a detailed review and refresh of
our approach to risk appetite through the risk appetite
statements for our principal risks, to make sure they
continue to reflect Synthomer’s strategic focus and can
better be used for decision-making purposes. The Board
also approved our revised Risk Management Policy.
Audit Committee
On the Board’s behalf, the Audit Committee reviews
andassesses the effectiveness of the Group’s risk
management framework. The Audit Committee and
Board also review the Executive Risk Committee’s
assessment of principal and emerging risks and provide
challenge where appropriate.
This year, the Audit Committee received regular updates
on financial and non-financial risk matters, such as
compliance and financial controls, and summaries of
the work done by the Internal Audit function, which
operates a risk-based audit plan, and had discussions
with the external auditors. Together, our risk
management framework and associated reviews are
designed to manage risk within our risk appetite, rather
than to eliminate risk completely.
Executive Committee
Synthomer’s CEO, supported by the Executive
Committee, has overall responsibility for providing
assurance to the Board that sufficient measures have
been implemented within the Group to meet the Risk
Management Policy.
The Executive Committee is responsible for managing
our strategic, operational, compliance and financial risks
using the risk management framework. It also makes
sure our risk culture is embedded in the business.
It is responsible for defining the risk appetite for all
principal risks, for approval by the Board. All Executive
Committee members took part in an interactive
workshop to refine our risk appetite in 2025, results of
which were shared with and approved by the Board.
Executive Risk Committee
Our Executive Risk Committee (ERC), chaired by the
CFO, is responsible for:
• •
Conducting top-down risk assessments and reviews
• •
Maintaining an overview of the key risks identified
across the Group
• •
Assessing and reporting on principal and emerging
risks to the Audit Committee and Board.
Twice a year the ERC conducts bottom-up and top-
down reviews of our principal risks and assesses
emerging risks that could threaten the delivery of our
strategy. The ERC also takes a key role in assessing our
risk landscape. During the year, the ERC reviewed the
World Economic Forum (WEF) Global Risk Survey and
how the relevant risks are affecting Synthomer now and
will in the future.
Division and function risk owners
We have a structured risk management framework that
operates at division and Group function level. We use
astandard methodology to quantify risk, with a risk
assessment matrix to assess risks consistently.
Theriskmatrix looks at three risk dimensions:
• •
The likelihood of the risk materialising
• •
Its potential impact
• •
Its velocity – the time between the risk crystallising
and its impact being felt.
Our divisions and functions conduct their own bottom-
up risk assessments and record them in a risk register
using the Group’s standard risk management
methodology. They assess risks at both an inherent
(gross) level and a residual (net) level, considering the
mitigating controls that are in place. Risk owners also
identify any additional activities that could mitigate the
risk in line with our risk appetite, accepting that some
level of risk taking is necessary.
Three lines of assurance
We operate a three lines of assurance model.
Line 1
Our operational management and
employees form our first line of
assurance, responsible for
identifying and managing day-to-day
risk in their own areas. They are
guided by Group policies, procedures
and control frameworks.
Line 2
Our second line of assurance
includes our Group Risk function,
which develops and manages the
risk management framework and
engages with management to
identify, agree and update risk
information. This line also includes
other compliance and assurance
functions – for example, Group SHE,
Regulatory Affairs, Compliance
andISO audits – which review how
effective the mitigating actions and
controls are.
Line 3
Our Internal Audit function provides
our third line of assurance. It
provides independent assurance
oninternal controls. Our statutory
auditors provide external assurance
on the financial statements, while
anexternal specialist provides
assurance around ISO standards.
Synthomer plc Annual Report 202546
UK Corporate Governance Code 2024
In January 2024, the Financial Reporting Council
published a revised version of the UK Corporate
Governance Code. Our existing risk management
framework is well placed to meet the new requirements,
specifically the key changes relating to Provision 29.
Even so, in 2025 we have used the opportunity to assess
and enhance, where required, the maturity of our risk
and internal controls processes. Find more information
about the status of our preparations for the UK
Corporate Governance Code 2024, and the assessment
and effectiveness of our key controls, on pages 83 to 87
and pages 88 to 94.
Assessing our principal risks
Risks affect us in many ways. The divisions and Group
functions submit formal risk assessments twice a year.
We use these to identify the likelihood, potential impact
and velocity of risks across the business. Management
is also empowered and encouraged to manage and
reduce risks as part of normal day-to-day decision
making. Together, these assessments and our three
lines of assurance mean we can establish effective
controls to manage our risks.
Our key risk categories
We categorise our risks – and consider how effective
our mitigating actions and controls are – in four areas:
• •
Strategic risks that could prevent us achieving our
strategic objectives
• •
Operational risks that, if not successfully managed,
would threaten our viability – these relate to our
ability to operate a sustainable and safe business
• •
Compliance risks, where a breach of regulations
orlaws could lead to fines from regulators or
reputational damage, which may disproportionately
affect our standing in the investor and wider
community
• •
Financial risks that could threaten the Group’s
funding and fiscal security.
Risk movement
Our risk framework helps us identify the principal risks
we face and allows us to monitor the potential impact
and likelihood of a risk occurring. We have updated this
assessment to reflect the impact and likelihood of
theserisks changing depending on a range of factors.
• •
Data management and cyber security – while our
controls are effective and we have strong mitigations
in place, we are facing an increasingly challenging
threat landscape and seeing increased disruption
related to cyber attacks on other businesses, and
thisis reflected by attributing a higher impact for
thisrisk to Synthomer.
• •
Financial markets and balance sheet – although cash
is being tightly managed by the business, there is a
need to further strengthen our financial position, by
reducing leverage towards our medium-term target.
• •
Delivery of our strategic initiatives – general
M&Aconditions are more challenging and
althoughemployee retention levels are good,
theglobal competition for talent and skills
shortagesare increasing.
Climate change
We recognise the significant risk posed by climate
change – it remains integral to our risk management
processes and a core element of a number of our
principal risks. Having thoroughly reviewed climate-
related risks and opportunities, in line with our
approachlast year, we believe climate-related risk is
best managed within our existing principal risks, rather
than separately as a standalone principal risk. In 2025,
to continue developing our strategic understanding
andmitigation actions, we revised our climate risk
assessment and scenario analysis with a leading
climate analytics firm. See the Climate Action report
onpages 58 to 63. We will continue to review and
assess our approach in 2026.
Synthomer plc Annual Report 202547
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Managing risk
Integrating climate-related risks into our principal risks
means we consider both transitional risks and physical
risks in all aspects of our business operations. We
recognise the potential of climate change to particularly
affect the principal risks we face around:
• •
Delivery of our strategic initiatives
• •
Demand uncertainty and competitive dynamics
• •
Technology and innovation
• •
Disruption in supply to our customers
• •
Energy price risk in Europe
• •
Ethics and compliance.
If we fail to effectively respond to the risk of climate
change, we may compromise our strategy for growth
and our reputation. This is why we closely monitor and
continue to evaluate whether it should be considered
aprincipal risk in the future.
In 2025 we also continued to develop our risk
management framework and strategy in light of
externalstakeholder reporting requirements around
water, substances of concern and packaging. External
requirements include those from the UK Financial
Conduct Authority, the EU Corporate Sustainability
Reporting Directive (CSRD) and IFRS Sustainability
Disclosure Standards, as well as developments
aroundthe UK Sustainability Reporting Standards.
Emerging risks
We also identify and analyse emerging risks and the
management of these as part of our enterprise risk
management processes.
Emerging risks may affect us in the longer term, but
wedo not currently have sufficient information to
understand and assess the likely business impact.
Through the ERC, Audit Committee and Board, we
continue to evaluate and monitor emerging risks as
partof our risk programme, to make sure there is an
appropriate response, and to evaluate their potential
impact and likelihood of occurrence. In some cases,
emerging risks are superseded by other risks or simply
become less relevant as the environment we operate
inchanges.
We are currently monitoring a number of emerging
risks,including:
• •
Artificial intelligence (AI) – the growing use of AI
andthe opportunities and risks it might pose to
Synthomer, such as opportunities in the area of
novelchemical formulations, but also operational
and ethical risks. Synthomer is starting to actively
embrace AI, with certain guardrails in place to limit
potential risks to thebusiness
• •
Regulatory changes – including those relating to
sustainability disclosures (e.g. CSRD) and broader
regulatory/legislative changes affecting multiple
jurisdictions (e.g. packaging regulations)
• •
Geopolitical uncertainty – ongoing international
conflicts and confrontations, which may increasingly
affect international trading activity, including
sanctions, trade route availability or changes in
tariffpolicies.
Synthomer plc Annual Report 202548
Principal risks and uncertainties
Here we outline the most significant risks to our business. Other, lower-level risks could also affect
theGroup’s performance, and these are actively managed through our risk management framework.
Strategic risks
See page 56 for key to strategy icons
Delivery of our strategic initiatives
Risk owners Jan Chalmovsky, President, Strategy and M&A; Gayla Cowie, Chief Human Resources Officer
Link to strategy
 
Movement + Related to the general M&A conditions, and reflects global competition for talent and skills shortages
Overall risk appetite Risk neutral
Description 2025 response 2026 plans
Failure to deliver strategic initiatives, including sustainability
targets, managing talent and M&A-related activities
Delivering our strategic initiatives requires a broad range of
activities across the Group, each involving a variety of risks
that we monitor through our overall risk management
framework. An engaged workforce is a key factor in thriving
as an organisation, which is why attracting talent, retaining
employees and engaging the workforce remain significant
risks to delivering our strategy. This is particularly relevant
now, because the chemical manufacturing industry is
undergoing profound transformation and talent markets
remain competitive.
• •
We continued to deliver on our portfolio strategy and drive our
strategic projects, including the divestment of William Blythe
and cost-reduction initiatives across the Group.
• •
As part of our strategy to attract, retain and develop people and
talent in this demanding environment, we:
– Actively engaged the workforce by building on insights from
our 2024 employee engagement survey
– Launched Aspire, a new talent management programme for
futureleaders
– Set up a new change management hub to support
transformation
– Strengthened performance management through building
greater performance leadership capabilities
– Promoted Synthomer University as our central hub for
learning and upskilling – for example, by broadening the offers
of Academies such as our Leadership Academy or
Sustainability Academy
– Continued to strengthen our culture of inclusion, with
initiatives around female representation, and training offers
around unconscious bias and DE&I mentoring.
• •
We will continue to implement our strategy and deliver a range of
ongoing and new strategic projects.
• •
As part of our active workforce engagement initiatives, we will:
– Move towards a smaller, more senior Synthomer Leadership Team,
with increased responsibility for aligning our enterprise and leading
transformation
– Launch our next Group-wide engagement survey to strengthen
ourfocus on being an attractive workplace
– Run our next Global Talent Review and leverage our existing
talentprogrammes for graduates (called Ignite), emerging
leaders(Elevate) and future senior leaders (Aspire) to continue
tostrengthen our talent pipeline
– Roll out a new Career Hub to promote career development
andgrowth
– Embed our existing Star Awards scheme to continue to strengthen
workforce engagement
– Continue to establish and sustain a high-performing culture
bypromoting greater performance differentiation and linking
reward toperformance more strongly
– Continue to drive commercial excellence with targeted
organisational maturity assessments and individual
capabilityreviews.
Synthomer plc Annual Report 202549
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Principal risks and uncertainties
Strategic risks continued
Demand uncertainty and competitive dynamics
Risk owners Divisional presidents
Link to strategy
 
Movement
<>
 
Overall risk appetite Risk taking
Description 2025 response 2026 plans
Failure to grow in existing markets, identify and exploit
newmarkets, and respond to competitor activity in a
volatile market
The performance of the markets we operate in is fundamental
to our growth. We have seen challenging conditions in recent
years, given global geopolitical and macroeconomic events,
including high inflation. This has led to weaker overall demand
in our end markets, especially in segments for durable
end-use products, and may be exacerbated by increased
competition, with capacity expanding in China and Asia.
While our production is largely in-market – to be close to our
customers – potential changes in global terms of trade or
trade flows could affect some supply chains or our competitive
landscape. These factors, make demand forecasting very
uncertain, leading to downside and upside risk.
• •
In our CCS division, we:
– Focused on growing our customer base and new product
pipeline in all regions, particularly outside Europe
– Leveraged China growth opportunities and partnerships
through our China Innovation Centre
– Successfully delivered a number of cost-saving initiatives to
compensate for weaker demand during 2025.
• •
In our AS division, we:
– Continued to focus on more cost savings and reliability
improvement
– Focused on expanding and commercialising our innovation
pipeline and our sustainability offering.
• •
In our HPPM division, we:
– Delivered material cost savings across the board, closed one
factory and sold a non-core business
– Continued our Health & Protection strategic partnership in the
USA and set up a new partnership in our SVP business.
• •
In our CCS division, we will:
– Continue to focus on more cost savings
– Continue to focus on growing our global customer base,
particularlyin the Americas, Middle East and Asia, including
leveraging opportunities in China
– Focus on growing our innovation pipeline and the speed with
whichwe deliver innovation.
• •
In our AS division, we will:
– Continue our cost savings and reliability improvement programme
– Focus on commercialising our opportunity pipeline and
differentiating through our innovation and sustainability offering
– Leverage our new capacities from our recently completed APO
expansion in USA.
• •
In our HPPM division, we will:
– Continue to deliver on the cost savings initiatives launched in 2025
– Aim to materially grow our volumes in Health & Protection, driven
bycommercial excellence and innovation
– Keep delivering our core/non-core strategy
– Continue to diversify and globalise our SVP business.
Synthomer plc Annual Report 202550
Strategic risks continued
Technology and innovation
Risk owner David Ring, Vice President, Group Innovation
Link to strategy
 
Movement
<>
 
Overall risk appetite Risk taking
Description 2025 response 2026 plans
Failure to adapt existing products and develop/manufacture
new products
Innovation is a critical enabler for our growth strategy.
Alongside differentiated performance from our products,
ourcustomers and end users are looking for improvements
insustainability – such as a lower carbon footprint and
circularity. These are also critical enablers for our new
material (Scope 3) decarbonisation programme.
If we fail to identify opportunities effectively and implement
innovation programmes, or keep abreast of developments
inAI/machine learning, we could fail to realise growth
opportunities and potentially lose market share.
Failure to protect our IP could see us lose competitive
advantage and value from our investments.
• •
We began to roll out a new knowledge management system.
Byyear end, around one third of relevant employees had been
trained on the new management system.
• •
A three-year collaborative programme to drive material
(Scope3) decarbonisation and defossilisation of speciality
polymers began in 2025 with the University of York. With a clear
framework for collaboration and programme management in
place, it is supported through aUK Government Prosperity
Partnership grant.
• •
Our Innovation Taskforce continued to make sure we have the
right capabilities and processes for our future needs, including
using AI and machine learning where appropriate.
• •
Using our internal business excellence team (SynEx),
weoverhauled the innovation operating model in CCS.
• •
New CCS roles of Exploratory Innovation Director, and Project
and Portfolio Manager, have been created and recruited, with
aview to improving front-end innovation, delivery rate and the
seed-to-market time.
• •
To effectively deploy digital and AI methods, data quality is
critical, so our focus in 2025 was on standardisation and
improving quality.
• •
A machine-learning pilot project with an external partner
forNBR polymers systems used in glove applications was
completed. Based on a broad standard data set, this work has
demonstrated predictive capabilities for the NBR polymers that
were evaluated.
• •
Implement scale-up and governance improvements identified by
ourInnovation Taskforce.
• •
Continue to embed new innovation operating model across CCS,
aiming for more efficient innovation and delivery to market.
• •
Establish a clearer focus on front-end innovation, ideation and R&D,
aiming for abalanced innovation portfolio across sustaining,
breakthrough anddisruptive innovation.
• •
Fully implement global knowledge management system across
alldivisions to build data for machine learning.
• •
Deliver rapid-screening emulsion polymerisation pilot project
usingmachine learning.
• •
Update, develop and clarify the role of Group Innovation within
Synthomer and align with divisional innovation goals.
Synthomer plc Annual Report 202551
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Principal risks and uncertainties
Operational risks
Disruption in supply to our customers
Risk owners Divisional presidents
Link to strategy
 
Movement
<>
 
Overall risk appetite Risk neutral
Description 2025 response 2026 plans
Failure, disruption, volatility or lack of reliability in the
supply chain
Security of energy, raw material supplies, logistics, and plant
availability and reliability are all critical to maintaining supplies
to our customers.
These may be affected by external factors, such as market
shortages, climate-related transition risks (including
regulation and taxes), short- and/or long-term physical
climate-related disruption (including weather events and
natural disasters), pandemics, global macroeconomic and
geopolitical events, or an internal event that affects plant
availability, reliability or safe operations.
Any of these factors could lead to a disruption in supply to
ourcustomers, which may adversely affect our reputation –
especially given our strategic commitment to operational
andcommercial excellence.
• •
We have specific initiatives underway to continue to manage
risks in our raw material supply chain, which include reviewing
our storage strategies for certain raw materials. An example
isinMalaysia, where we are spreading raw-material storage
activities across different ports to reduce exposure.
• •
In line with our differentiated steering strategy, we continued
toassess how we allocate capital to optimise asset integrity
andreliability.
• •
We continued to work across our divisions to improve our
preventive/predictive maintenance programmes, using new
digital tools to proactively detect issues.
• •
We continued to develop our strategic understanding of,
andmitigation actions to manage, climate-related transition
andphysical risks to our operations and supply chain.
• •
In addition to our own site reliability programmes in our AS division,
we are entering long-term partnerships with strategic suppliers
assuring supply reliability and competitiveness.
• •
We will focus on continuing supply chain improvement to target
bettercustomer fulfilment, higher inventory effectiveness based on
improved integrated business planning, and organisational efficiency.
• •
We will work with partners to set up alternative supply chains
forcertain key products to reduce single site and/or single supply
dependency.
• •
We will work with new customers to set up robust, unique and
differentiated logistical solutions.
Process safety
Risk owner John Hamnett, Group Global SHE & Engineering Lead
Link to strategy
 
Movement
<>
 
Overall risk appetite Risk averse
Description 2025 response 2026 plans
Occurrence of a high-consequence health and safety
incident, such as a serious fire or explosion
The chemical manufacturing industry is inherently dangerous.
It involves transporting, storing and processing hazardous
chemicals, which leads to wide-ranging exposure to process
safety risks.
Synthomer routinely handles significant volumes of
flammable materials, which must be received, stored
andprocessed without incident.
A significant process safety incident could affect the safety
ofour people and/or local communities, and the wider
environment. This could result in significant operational
disruption, regulatory fines and/or reputational damage.
• •
Continued to deliver our multi-year process safety improvement
programme, achieving:
– A reduction in the rate of loss of containment of flammable
materials which could result in a tier 1 or 2 process safety event
– Material year-on-year safety improvements at our AS sites.
– Accelerated the rate of major accident hazard (MAH)
barrierchecks, taking the total to around 6,000 since the
programme began.
• •
We will continue our multi-year programmes, with a particular
focuson:
– Continuing the loss of containment reduction programmes
activeon all sites
– Extending our SHE competency assurance programme to
supervisors.
– Working with operational teams to strengthen the way sites
arebrought back online after maintenance.
Synthomer plc Annual Report 202552
Operational risks continued
Data management and cyber security
Risk owner Andy Axford, Group Vice President, Information Technology
Link to strategy
 
Movement +  Reflecting an increasingly challenging threat landscape and increased disruption related to cyber attacks on
otherbusinesses
Overall risk appetite Risk averse
Description 2025 response 2026 plans
Loss of critical data and/or systems resulting from cyber
attack or other event
An IT security breach or data-centre outage that has an
adverse effect on our systems – including enterprise resource
planning, SHE databases, communications and industrial
control systems – may affect our ongoing operations. It may
see us lose intellectual property or face regulatory fines,
which might undermine our competitive position and cause
reputational damage.
Additionally, any unforeseen changes or system faults that
occur when major change programmes are implemented may
disrupt our operations, potentially increase costs, and/or
affect our ability to deliver customer requirements.
• •
We continued to deliver improvement activities, including:
– Reviewing and investigating any new security issues and risks
through weekly steering committee meetings
– Implementing improvements to our security management
policies and practices to remain compliant with new network
and information systems (NIS2 Directive) legislation in Europe
– Developing our future wide-area-network strategy – a
request-for-proposal process is underway for technology
deployment in 2026, with added security enhancements
– Reviewing business impacts of system outage together
withbusiness stakeholders
– Moving our business systems estate to cloud infrastructure,
with a geographically dispersed disaster recovery capability
– Revising/renewing our cyber security improvement plan for
the next planning cycle.
• •
We continued to deploy our Pathway business transformation
programme in 2025, with two more successful go-lives
completed. We used an effective governance approach that
included proven system and business readiness tools at key
stages of the deployment lifecycle.
• •
We will continue to deliver planned improvement activities including:
– Reviewing and investigating any new security issues and risks
through weekly steering committee meetings
– Implementing improvements to our security management policies
and practices to remain compliant with local country
implementation of the NIS2-related legislation in Europe
– Selecting and implementing our future wide-area-network
technology for implementation, and enabling the updated security
enhancement set-up
– Working with the business to enhance business continuity plans in
the event of a system outage
– Improving technical resilience to maintain system availability for
certain scenarios
– Practising incident response and recovery from different types of
cyber incident scenarios in conjunction with business stakeholders
– Continuing to deploy our Pathway business transformation
programme.
Synthomer plc Annual Report 202553
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Principal risks and uncertainties
Operational risks continued
Energy price risk in Europe
Risk owner Andrew Ward, Vice President, Group Procurement
Link to strategy
 
Movement
<>
 
Overall risk appetite Risk neutral
Description 2025 response 2026 plans
Failure to manage the cost, availability and demand
forenergy for our European businesses
Significant energy price rises and volatility could reduce the
competitiveness of our European businesses, because of
increased production costs and our inability to pass on these
costs to customers, and increased competition from other,
lower-energy-price regions.
The very high prices seen in 2022 after the start of the war
inUkraine had largely been alleviated in 2025 by:
• •
Availability of liquefied natural gas (LNG) import
infrastructure
• •
Strong LNG supplies, primarily from the USA, which are
now well established
• •
Increased renewables and lower industrial gas demand
inEurope.
However, as the events of early 2026 demonstrate, general
energy price risk resulting from global geopolitical instability
always needs to be managed appropriately.
• •
We have continued to:
– Manage our supply contracts over the long term, and have
appropriate price risk management strategies for gas, power
and carbon allowances under the EU Emissions Trading
System (physical and financial) aligned to our different
businesses
– Reduce our demand through site-focused energy efficiency
and decarbonisation (fuel-switching) investments
– Review opportunities for appropriately sized long-term power
purchase agreements (PPAs), either on site, near site or
virtual(financial).
• •
We will continue the activities from 2025, including:
– Managing our supply contracts over the long term
– Considering, where appropriate, either on-site generation
(combined heat and power) to continue to reduce site energy
costsand/or demand through site-focused energy efficiency
anddecarbonisation (fuel-switching) investments
– Reviewing more opportunities for long-term PPAs, either on site,
near site or virtual (financial).
Synthomer plc Annual Report 202554
Compliance risks
Ethics and compliance
Risk owner Anant Prakash, General Counsel and Company Secretary
Link to strategy
 
Movement
<>
 Trend improving
Overall risk appetite Risk averse
Description 2025 response 2026 plans
Failure to meet required ethical standards and associated
legal and regulatory requirements
If we fail to comply with relevant legislation and regulatory
guidance, we may face significant financial penalties, loss of
material assets, unquantifiable reputational damage and
increased regulatory scrutiny. These issues may cause delays
in business operations and adversely affect the Group’s ability
to pursue its strategy.
If we fail to proactively address sustainability, ethics and
compliance goals, mandates and regulations, we may face
future penalties, loss of competitiveness and reduced
shareholder value.
• •
We launched various compliance training courses throughout
2025, including:
– Group-wide mandatory training courses for all employees
covering our Code of Conduct (97% completion rate) and
fraud prevention (96% completion rate)
– Data protection e-learning (targeted audience), with a 95%
completion rate
– Modern slavery e-learning (targeted audience), with a 100%
completion rate.
• •
We held 17 workshops at sites around the world this year
tocommunicate our Code of Conduct, and to bring to life
aspects of the Code of Conduct training course through
variousscenarios (many based on examples within Synthomer).
Code of Conduct posters were also launched and distributed to
all sites in local languages.
• •
We launched improved processes (using our HR system)
torecord and report on gifts and hospitality, and conflicts
ofinterest.
• •
We refreshed and expanded our Group compliance policies
toensure alignment with current legislation and best practice.
These are all available on our website.
• •
We conducted a fraud risk assessment to understand our
exposure to fraud, the controls currently operating, and
toconfirm alignment with the Economic Crime and Corporate
Transparency Act (ECCTA) 2023.
• •
We improved our trade compliance and sanctions processes,
setting up a quarterly working group to review current sanctions
and our controls, to ensure they are adhered to, and to review
the impacts of changes in trade compliance or sanctions
onSynthomer.
• •
We will launch more compliance training modules covering:
– Competition law and anti-trust
– Anti-bribery and corruption (ABC).
• •
We will hold more Code of Conduct workshops at our sites around
theworld to ensure our employees continue to understand how to
apply it day to day in their roles. We will also conduct more detailed
(targeted) training on modern slavery, data protection, competition
law and ABC for employees who are more exposed to these areas.
• •
We will launch a training course/webinar for our partners (such as
suppliers and distributors), where we believe their codes of conduct
orpolicies (such as ABC) do not meet our standards.
• •
We will relaunch our Speak Up/EthicsPoint process to remind
employees of its availability, of the process once a case is raised
andof our non-retaliation policy.
Synthomer plc Annual Report 202555
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Review of the year / Principal risks and uncertainties
Financial risks
Financial markets and balance sheet
Risk owner Lily Liu, Chief Financial Officer
Link to strategy
 
Movement + Reflecting current market challenges and the requirement to secure further short-term and longer-term
fundingarrangements
Overall risk appetite Risk averse
Description 2025 response 2026 plans
Failure to maintain appropriate funding sources to run
thebusiness and/or failure to manage cash position
The financial markets remain volatile, given macroeconomic
and geopolitical uncertainties and inflationary pressures. This
has driven significant changes in interest rates in recent years
in the Group’s major markets.
Given the Group’s current financial leverage, financial market
volatility could affect the quantum and/or cost of the Group’s
future refinancing activities.
• •
We repaid the remaining €150m due on our July 2025 bond
fromexisting liquidity. Throughout the year we have monitored
financial market conditions through our key relationship
banksand our debt advisers, as we assess medium-term
financing needs.
• •
We drove various cash management actions, following our
rigorous capital allocation policy, focusing on working capital
management, cost reductions and improving cash generation.
• •
We further extended the receivables factoring facilities.
• •
We managed our divestment projects in line with ourstrategy.
• •
We continue to keep under review additional measures to
enhance our operating leverage.
• •
The steps taken in April 2026 to refinance our bank debt as described
in the Financial review are intended to provide the appropriate near
and medium-term liquidity and financial covenant headroom
alongside a covenant package to deliver the Group’s plans.
• •
We will:
– Continue to drive focus on cash management and working
capitalmanagement
– Manage further divestment projects in line with our strategy
– Seek additional opportunities to strengthen our financial position
over time, supporting our ambition to reduce leverage towards
1-2xin the medium term.
Key to strategy icons (our strategy is described on page 3)
  Organic growth in attractive end markets
  Rigorous and consistent portfolio management to buildfocused, leadingpositions
  Operational and commercial excellence inhow we run ourbusiness
  Differentiated steering in how we allocate capitaland talent
  Diversity, equity and inclusion, and holistic people development
Synthomer plc Annual Report 202556
Non-financial
disclosures
58 Climate Action report
63 Section 172(1) statement and
stakeholderengagement
64 Going concern and Viability statement
65 Non-financial andsustainability
informationstatement
Guided by our purpose: creating
innovative and sustainable solutions
for the benefit of customers and society.
Synthomer plc Annual Report 202557
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Non-financial disclosures
Climate Action report
Climate change, together with its associated
environmental and socioeconomic impacts,
presents both current and emerging risks
toSynthomer’s operations, supply chains,
customers and end markets.
At the same time, as a speciality chemicals business,
the transition to a lower-carbon, more sustainable
economy presents opportunities for innovation,
productdevelopment and long-term value creation.
This section provides information pertaining to climate-
related financial disclosure requirements following the
framework of recommendations set out by the Task
Force on Climate-related Financial Disclosures.
Synthomer has actively assessed and responded to
climate-related risks and opportunities for many years.
We remain committed to taking action and to supporting
policies that are aligned with the goals of the 2015 Paris
Climate Agreement to limit the increase in global average
temperatures to well below 2°C above pre-industrial
levels, while striving to limit warming to 1.5°C.
In 2025, we worked with a leading climate analytics firm
to initiate the second phase of our climate risk
assessment and scenario analysis. This phase aimed to:
• •
Identify and prioritise material physical and transition
climate-related risks and opportunities across all
Synthomer’s operations
• •
Quantify the potential financial impacts of these risks
and opportunities
• •
Integrate climate considerations into our enterprise
risk management, business strategy, innovation and
financial planning
• •
Enhance the quality of our disclosure, while ensuring it
is aligned with emerging global sustainability standards.
The results of this analysis confirmed that the five
primary responses to manage climate-related risks and
capture associated opportunities – identified in our
2021 and 2022 analyses – remain appropriate and
robust across a range of possible future scenarios.
These responses reinforce the importance of taking
tangible action now, irrespective of how future climate
pathways evolve. We set out a summary of our primary
responses and progress to date in the table below,
which is supported by more information throughout
thisAnnual Report, as well as in our Climate Action
insight paper and our online ESG Data Pack.
TCFD recommendation Our disclosure Supplementary/complementary information
Governance
a Describe the Board’s
oversightof climate-related
risks and opportunities.
• •
The Board is responsible for the overall oversight of strategic risk management,
including climate-related risks and opportunities.
• •
The Board reviews our risk profile twice a year. The material is prepared by the
Executive Risk Committee (ERC), which reports to the Audit Committee.
• •
The Audit Committee ensures that the Board’s risk management is effective.
Climate-related risks are part of the agenda.
• •
Any large capex, M&A and business plan proposals, including sustainability
projects, are approved by the Board – climate change risks and our internal carbon
price are considered as factors when assessing these plans.
• •
The Board engages quarterly with the Vice President, ESG, to review and monitor
progress against the Vision 2030 goals and objectives associated with addressing
climate-related issues. They also review the climate-related risks and opportunities
in relation to Synthomer’s ability to drive strategic value.
Managing risk: page 44 to 56
Our governance framework: page 74
The Board’s year: pages 75 to 77
Audit Committee report: pages 88 to 94
Consistency with TCFD recommendations
  Fully consistent
Synthomer plc Annual Report 202558
TCFD recommendation Our disclosure Supplementary/complementary information
Governance continued
b Describe management’s
rolein assessing and
managing climate-related
risks and opportunities.
• •
The ERC is chaired by the CFO and includes all members of the Executive Committee and key
functional vice presidents (including VP, ESG). It meets twice-yearly to identify, assess and manage
the risks and opportunities for Group strategy (including those related to climate change).
• •
The Executive Sustainability Steering Committee is chaired by the CEO and includes all members
of the Executive Committee and key functional vice presidents (including VP, ESG). It meets
quarterly and its role includes ensuring that our plans for climate change are strategically aligned
across Synthomer, properly resourced and coordinated, and that our climate-related metrics and
targets are managed effectively.
• •
Each Divisional President is a sponsor of the climate transition action plan (CTAP), including the
deliveryof the science-based Scope 1 and 2, and Scope 3 targets as they relate to their division.
They are responsible for ensuring we have the right plans in place to deliver within the 2030
timeframe.
• •
The Divisional Presidents each undertake quarterly innovation portfolio assessments to assess
andprioritise product development, including for lower-carbon products.
Sustainability in focus: pages 26 to 31
Managing risk: pages 44 to 48
Innovation in focus: pages 34 to 35
Strategy
a Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium,
andlong term.
Our enhanced deep-dive scenario analysis conducted in 2025 assessed potential climate-related
risks and opportunities across all Synthomer operations under five shared socioeconomic pathways
(SSPs): Paris Ambition SSP1-1.9, Paris Agreement SSP1-2.6, Stated Policy SSP2-4.5, Current Policy
SSP3-7.0 and No Policy SSP5-8.5. We conducted the analysis over three time horizons: the near-term
(to 2025), mid-term (to 2030) and long-term (to 2050), using CMIP6 climate models.
The analysis assessed the following risk categories:
• •
Transition risks: policy, technology, market demand, litigation and reputation
• •
Physical risks: flood (coastal, riverine and flash), drought/water stress, temperature and wind.
The following specific climate-related issues could potentially have a material financial impact:
Transition risks across all three time horizons include the risk to earnings value as a result of evolving
carbon price/tax regulations, particularly in Europe, related to our raw materials and own operations,
as well as increasing energy costs. In addition, in the medium term, we also expect to see increasing
market and environmental policy changes drive the need for a transition in our future product
portfolio, requiring greater low-carbon product innovation. Failure to deliver Scope 1 and 2, and Scope
3 GHG emissions reductions by 2030, in line with our science-based targets, could give rise to market
and reputational risk.
Physical risks do not increase materially across each of the three time horizons, meaning that the
level of site exposure and vulnerability that we are experiencing today will likely continue in the short,
medium and long term. Flash flooding, riverine flooding and heatwave were shown to be the three
physical risk categories with the greatest potential for supplier and facility disruption, giving rise to
revenue loss and asset damage costs.
Managing risk: pages 44 to 48
Sustainability in focus: pages 26 to 31
Climate Action insight paper at
Synthomer.com
Synthomer plc Annual Report 202559
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Non-financial disclosures / Climate Action report
TCFD recommendation Our disclosure Supplementary/complementary information
Strategy continued
a Describe the climate-related
risks and opportunities the
organisation has identified
overthe short, medium,
andlong term – continued.
Opportunities
Growth in demand for products and services that will service a low-carbon or circular economy in
various markets and regions. In the short term, we have had increased positive engagement with key
customers regarding the potential for lower-carbon products and have already sold some, including
our ISCC PLUS and CLIMA products (see pages 26 to 33). The enabling environment is still maturing,
but in the medium term we expect new business models, regulatory frameworks and end-market
requirements to drive increased demand for such products and services and deliver higher
medium-term EBITDA.
Cost savings and market growth through the early adoption of low-carbon technologies, for example
using renewable energy or switching to lower-carbon and renewable raw materials. This depends on
the speed at which such technologies or materials become cost effective and widely available.
Competitive advantage from our network of sites across the world. Since we can service
customers from a variety of manufacturing sites, with a variety of raw material sources, our network
makes us a more reliable supplier, meaning we are more resilient to physical operational risks.
Our strategic direction towards a more speciality portfolio where sustainability benefits including
lower-carbon options are integrated into our innovation pipeline and support the customer
proposition.
Managing risk: pages 44 to 48
Sustainability in focus: pages 26 to 31
Climate Action insight paper at
Synthomer.com
b Describe the impact
ofclimate-related risks
andopportunities on the
organisation’s businesses,
strategy, and financial
planning.
• •
Synthomer identifies transition risk (carbon pricing, including the EU ETS) as the most significant
climate-related risk, affecting both current profitability and forward planning; with physical risks
(flooding, water stress) shaping site-level resilience.
• •
In the medium term (to 2030), around 80% of any potential financial impact of the risks from
climate change for our business will come from transitioning to a low-carbon, circular economy
(mainly policy-driven higher costs). The remaining 20% will come from physical risks under a 2ºC
temperature rise scenario.
• •
Under this scenario, we also see the greatest potential opportunity for growth in demand from our
customers and their consumers, for those products that offer lower-carbon or circularity benefits.
• •
Looking beyond 2030, transitioning to a low-carbon economy would remain our most significant
potential climate-related financial risk; by 2040 and 2050 the relative weighting of transition risks
compared to physical risks will increase (approximately 8:1 versus approximately 4:1 in 2030).
• •
Synthomer’s strategy is informed by its CTAP, which structures actions across three time horizons
(2025; 2026–2030; 2030–2050).
• •
The CTAP is focused on four specific areas: integrating GHG emissions forecasting into business
plans; reducing operational emissions; reducing value chain emissions; and improving our strategic
understanding of the financial impact of climate risk.
• •
Indirect emissions from our value chain (Scope 3) make up almost 90% of our total carbon
footprint, of which Category 1 (Purchased goods and services) accounts for almost 90%.
• •
We focus, therefore, on reducing our value-chain GHG emissions with lower-carbon/circular
products and ISCC PLUS mass-balance feedstocks underpinning downstream opportunity and
portfolio shift.
Sustainability in focus: pages 26 to 31
Consistency with TCFD recommendations
  Fully consistent
Synthomer plc Annual Report 202560
TCFD recommendation Our disclosure Supplementary/complementary information
Strategy continued
c Describe the resilience of
theorganisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
orlower scenario.
Key features demonstrating the resilience of our strategy
• •
The SBTi’s Target Validation Team has determined our Scope 1 and 2 target is in line with a 1.5°C trajectory,
while our Scope 3 target is in line with a <2°C trajectory.
• •
Transition risks (particularly carbon pricing) remain the dominant financial driver in <2°C aligned scenarios,
and Synthomer integrates these impacts into capital planning and its CTAP.
• •
Physical risks (e.g. flooding, drought, heat stress) are evaluated for all global sites.
• •
We perform sensitivity analysis for our Scope 1 and 2, and Scope 3 GHG emissions, taking account of
eachdivision’s strategic business plans to inform and assess the resilience of our business planning.
• •
Overall, Synthomer demonstrates strategic resilience by integrating scenario-based insights into capital
allocation, R&D priorities, site improvements and commercial strategy, with explicit modelling under
<2°Cpathways.
• •
Through our scenario analysis we identified five primary strategic responses, whichever climate scenario
ultimately plays out. The five responses have already been incorporated into Synthomer’s strategic
objectives, CTAP and Vision 2030 goals.
• •
Our five responses (in order of priority) and the work conducted in 2025 are:
1 Work with selected suppliers: we have begun to engage key raw materials suppliers to identify options
to source the lowest-carbon monomers from existing feedstocks. This is where we have the potential to
make the most immediate impact on our Scope 3 emissions. Our models suggest initial action taken in
2025 would have reduced our Scope 3 emissions by more than 2% if secondary data sources had not been
revised upwards. In the medium term, we are also working to identify and introduce alternative feedstocks,
including those from bio-based or circular sources where they offer a lower-carbon solution, although we
may have to consider trade-offs with other environmental factors, such as land use change.
2 Reduce our Scope 1 emissions: we have already taken significant action by ending the use of coal in our
manufacturing sites. In the short term, we have continued to decarbonise our operations through process
optimisation as part of our Manufacturing Excellence programme. In the medium term, we have identified
projects focused on electrification, heat pumps and solar power. And for the long term, we are involved in a
feasibility project for the use of green hydrogen at one of our key European sites.
3 Reduce our Scope 2 emissions: we will continue to work towards sourcing 80% of our purchased
electricity from renewable sources by 2030, reducing and optimising electricity and heat consumption, and
exploring options to enter into or expand power purchase agreements linked to clean-energy generation.
4 Innovate to decarbonise our products: we are continuing to create and respond to demand from our
customers for more sustainable products. In 2025, we successfully delivered our first ISCC PLUS certified
bio-products and CLIMA products, and continue to focus on lower-carbon product development for
commercialisation in the medium term.
5 Enhance our physical resilience: using the World Resources Institute (WRI) Aqueduct tools, we have
assessed the water-related risks at our own operations. We are now implementing improvement plans for
the three sites identified as being at high risk. In 2026, we will use the results of our physical risk
assessment to adjust business continuity planning and site level investments.
CEO review: pages 7 to 9
Innovation in focus: pages 34 to 35
Sustainability in focus: pages 26 to 31
Synthomer plc Annual Report 202561
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Non-financial disclosures / Climate Action report
TCFD recommendation Our disclosure Supplementary/complementary information
Risk management
a Describe the Company’s
processes for identifying
andassessing
climate-related risks.
• •
We conduct quantitative and qualitative climate risk assessment and scenario analysis for
Synthomer’s direct operations in all geographies across five CMIP6 pathways, including Paris
Ambition SSP1-2.6 (<2°C) over three time horizons.
• •
We used a digital twin to determine the likelihood of a risk occurring, its impact and velocity,
andtostress-test revenue and EBITDA to enable robust forward planning.
• •
Synthomer has a structured, organisation-wide process for identifying, assessing and prioritising
risks. The way we identify and assess climate-related risk is integrated into the following risk
management activities:
– Our enterprise risk management (ERM) framework integrates risks, including climate-related
risks, into strategic, operational, compliance and financial risk categories
– Our divisions and functions conduct bottom-up risk assessments, which are recorded in a
Grouprisk register and assessed using a standard likelihood × impact × velocity matrix
– The Executive Risk Committee (ERC) conducts a top-down review, validating emerging and
principal climate-related risks
– Our double materiality assessment (DMA), which includes stakeholder engagement.
Sustainability in focus: pages 26 to 31
Managing risk: pages 44 to 48
How the Board engages: pages 78 to 82
b Describe the Company’s
processes for managing
climate-related risks.
• •
We address actions to mitigate climate-related risk as an integrated part of our risk management
activities and through the work of the Executive Sustainability Steering Committee.
• •
We prioritise risks according to their residual risk score, from which we determine responses
andactions (terminate, treat, transfer or tolerate).
• •
In 2024, we updated our 2021 sustainability materiality assessment with our first DMA, which
highlighted climate-related risks as a material issue. The DMA helps us identify our most material
sustainability topics.
Sustainability in focus: pages 26 to 31
Managing risk: pages 44 to 48
c Describe how processes
foridentifying, assessing,
andmanaging climate-related
risks are integrated into the
Company’s overall risk
management.
• •
Climate-related risk management forms an integrated part of Synthomer’s ongoing risk
management work. Significant risks are addressed in alignment with our ERM framework,
wherethe Board of Directors oversees the effectiveness of risk management in Synthomer.
Managing risk: pages 44 to 48
Consistency with TCFD recommendations
  Fully consistent
Synthomer plc Annual Report 202562
TCFD recommendation Our disclosure Supplementary/complementary information
Metrics and targets
a Disclose the metrics used
bythe Company to assess
climate-related risks and
opportunities in line with
itsstrategy and risk
management processes.
• •
We report on environmental targets and KPIs in our Annual Report and our online
ESGdatapack.
• •
Relevant climate metrics include energy consumption (by type), leading and lagging absolute
GHG emissions (Scope 1 and 2, and Scope 3), GHG intensity (Scope 1 and 2, and Scope 3),
%Scope 1 emissions operating under carbon tax regulations, % capex for climate-related
projects, number of sites in areas of high water risk, volume of water use and consumption,
%revenue from sites in areas of extremely high water risk, % new products with enhanced
sustainability benefits, % procurement spend with a sustainability rating.
Sustainability in focus: pages 26 to 31
Our Vision 2030 progress: pages 41 to 43
Environmental performance summary:
pages 203 to 206
b Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3,
greenhouse gas (GHG)
emissions, and the
relatedrisks.
• •
We report intensity and absolute GHG emissions on Scope 1, 2 and 3 in our
Annual Report.
• •
We report according to the Greenhouse Gas (GHG) Protocol and our data
reporting is subject to a limited assurance statement by an independent auditor.
Sustainability in focus: pages 26 to 31
Environmental performance summary:
pages 203 to 206
c Describe the targets
usedbythe Company to
manage climate-related
risksand opportunities and
performance against targets.
• •
We have set validated science-based targets for Scope 1 and 2,
and Scope 3 GHG emissions.
• •
Scope 1 and 2 targets are included in the Long-Term Incentive
Performance Share Plan (PSP).
Sustainability in focus: pages 26 to 31
Directors’ remuneration report: pages
113 to 126
Section 172(1) statement and stakeholderengagement
We value our engagement with all our stakeholders, including our key stakeholders:
customers, employees, communities, suppliers, investors, and governments and
authorities. Our s.172 compliance statement, which is on pages 78 to 82, describes
howthe Directors have had regard to stakeholders’ interests and other matters
whendischarging Directors’ duties set out in Section 172 of the Companies Act 2006.
Itincludes examples of how stakeholders’ interests were considered during principal
decisions taken as part of the year.
Synthomer plc Annual Report 202563
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Non-financial disclosures
Going concern
The Group meets its day-to-day working capital
requirements through its bank facilities. On 30 April 2026
theGroup completed a full refinancing of the €300m
multi-currency RCF facility and the €288m and $230m
UKEF term loans, as described in the Financial review on
page 19. The refinancing arrangement has introduced a
new quarterly leverage covenant threshold requirement
along with minimum liquidity requirements and has
extended the maturity dates of the facilities out to2029.
The current economic conditions continue to create
uncertainty, particularly over the level of demand for the
Group’s products. The Group’s forecasts and projections
take account of reasonably possible changes in trading
performance and a severe but plausible downside scenario
has been prepared, linked to our principal risks. The
reasonably possible scenario does not threaten the Group’s
ability to operate within the level of its facilities under the
agreed terms of the refinancing. Modelling has been
updated to reflect the new covenant thresholds and
requirements. No mitigating actions have been included for
any of the scenarios and, should it need to, the Group could
take action quickly to significantly reduce costs and cash
outflows as demonstrated during the course of the
COVID-19 pandemic in 2020. The severe but plausible
downside scenario, offset by mitigation actions as required,
does not threaten the Group’s ability to operate within the
level of its current facilities.
Having assessed the principal risks and the other matters
discussed in connection with the Viability statement below,
the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing its consolidated
financial statements.
Viability statement
In accordance with the requirements of the UK Corporate
Governance Code, the Directors have assessed the viability
of the Group over a five-year period to December 2030,
being the period covered by the Group’s approved strategic
plan. This plan is updated annually, in a process led by the
Executive Committee with input from the respective
businesses and functions. It includes analysis of product
and profit performance, cash flow, investment programmes
and returns to shareholders. The plan is presented to the
Board each year as a part of its annual strategic review.
The Directors consider this period to be an appropriate time
horizon for the strategic plan, being the period over which
the Group actively focuses on its long-term product
development and capital expenditure investments. A period
beyond December 2030 is considered by the Directors to
be too long, given the uncertainties that exist beyond this
time frame.
In making their assessment, the Directors have considered
the diverse activities and product offering of the Group in
terms of geographies, chemistry and end markets. The
Directors have also considered the Group’s current financial
position, including the recently refinanced and future
committed financing facilities, which have been assumed
to be refinanced at maturity as required.
A sensitivity analysis has been undertaken, focusing on the
impact of the principal risks (detailed above on pages 49 to
56) over the five-year period, and the availability and likely
effectiveness of mitigating actions. The risks have been
assessed for their potential impact on the Group’s business
model, future trading and funding structure. The sensitivity
analysis has considered a number of severe but plausible
scenarios, linked to the risks considered to have the most
significant financial impact. In all cases, the impact was
considered on both liquidity and the borrowing covenant.
The scenarios included:
• •
Trading downturns as a result of increased competition
or lack of demand
• •
Delayed re-stocking and economic recovery in
endmarkets
• •
Failure to successfully commercialise new products and
benefit from innovation, leading to lower sales volumes
• •
Price inflation for the Group’s key raw materials and energy
• •
Failure to deliver on transformation programmes
• •
Significant foreign exchange rate appreciation
againststerling.
Various mitigating actions have been identified so that,
should any of these scenarios crystallise, the Group could
take action quickly to significantly reduce costs and cash
outflows, as demonstrated during the course of the
COVID-19 pandemic in 2020. While this sensitivity analysis
did not consider all the risks that the Group may face, the
Directors consider that it is reasonable in the
circumstances of the inherent uncertainty involved.
None of these scenarios individually, or when combined,
threaten the Group or its ability to take appropriate
mitigations to address them, and the combined impact of
these scenarios has been evaluated as the most severe
stress scenario.
Directors also considered the possible impact of climate
change on future cash flows, in particular carbon pricing.
Inthe event of global coordination of carbon pricing, the
Directors consider it likely that the Group would be able to
pass such costs on to our customers if material. The
sensitivity analysis has therefore not been amended to
include reduced profits from carbon pricing.
Based on the analysis, the Directors have a reasonable
expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the
five-year period of their assessment.
Going concern and Viability statement
Synthomer plc Annual Report 202564
The table below summarises where key elements of our governance reporting (including non-financial matters as required by theNon-Financial Reporting
Directive) canbefound, some of which are integrated into other sections of our Annual Report. This year, we have also expanded our reporting on ESG
matters through our Sustainabilityinsights, available at Synthomer.com
Reporting requirement Relevant policies and standards that govern our approach Where to read more in this report Where to read more on our website
Environmental matters
Code of Conduct
Environmental Policy
Water Management Policy
Sustainable Procurement Policy and Strategy
Task Force on Climate-related Financial
Disclosures (TCFD) Recommendations
Sustainability in focus, pages 26 to 31
People in focus, pages 36 to 40
Our Vision 2030 progress, pages 41 to 43
Climate Action report, pages 58 to 63
Managing risk: pages 44 to 48
The Board’s year, pages 75 to 77
Environment insight paper
Governance insight paper
Group Policies
Employees
Our values
Code of Conduct
Health & Safety Policy
People in focus, pages 36 to 40
Our Vision 2030 progress, pages 41 to 43
How the Board engages (s.172 compliance),
pages76 to 81
The Board’s year, pages 75 to 77
Social insight paper
Governance insight paper
Group Policies
Social matters
Responsible Care Guiding Principles
Synthomer Cares
Our business model, page 2
People in focus, pages 36 to 40
Our Vision 2030 progress, pages 41 to 43
Social insight paper
Group Policies
Respect for human rights
Code of Conduct
Modern Slavery Act Statement
Conflict Minerals Policy Statement
Sustainable Procurement Policy and Strategy
Human Rights Policy
Sustainability in focus, pages 26 to 31
People in focus, pages 36 to 40
Our Vision 2030 progress, pages 41 to 43
Social insight paper
Governance insight paper
Group Policies
Anti-corruption and anti-bribery
Code of Conduct
Ethics Helpline
Our values
Anti-Bribery and Corruption Policy
Non-retaliation Policy
Whistleblowing Policy
Compliance risks, page 55
People in focus, pages 36 to 40
Governance insight paper
Group Policies
Our business model
Our business model, page 2
Our strategy, page 3
Principal risks and uncertainties
Risk Management Framework
Risk Management Policy
Managing risk: pages 44 to 48 Group Policies
Non-financial KPIs
Our key performance indicators, page 11
Our Vision 2030 progress, pages 41 to 43
ESG Data Pack
Non-financial and sustainability informationstatement
Synthomer plc Annual Report 202565
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance
report
67 The Chair’s introduction
67 The Board at a glance
68 Our Board of Directors
72 Our Executive Committee
74 Our governance framework
75 The Board’s year
78 HowtheBoardengages
(s.172compliance)
83 CompliancewiththeCode
88 AuditCommitteereport
95 NominationCommitteereport
98 Directors’remunerationreportand
proposednewremunerationpolicy
127 Other regulatory disclosures
129 StatementofDirectors’responsibilities
A speciality solutions platform
serving customers in attractive
growth markets.
Synthomer plc Annual Report 202566
The Chair’s introduction The Board at a glance
On behalf of the Board, I am pleased to
shareour Governance report for 2025.
In my first full year as Chair, I have seen at first
handthe dedication and commitment shown by
everyone at Synthomer as they navigate difficult
market conditions while transforming our business
to become a speciality chemicals platform that
drives value creation.
The Board had an active programme this year,
providing support and challenge to the senior
leadership, and engaging the stakeholders on
whose support Synthomer’s success relies, while
ensuring that the Group continues to demonstrate
robust, transparent governance. I would like to thank
all our stakeholders for their support for Synthomer
– and my colleagues on the Board, for their ongoing
commitment to the Company’s good governance
and success.
Peter Hill, CBE
Chair
Nationality
British 3
American 1
British/Australian 1
German 2
Malaysian 1
Swiss 1
Board tenure
0-3 years 3-6 years 6 years +
5 2 2
Peter Hill, CBE
Janet Ashdown
Martina Flöel
Uwe Halder
Jonathan Silver
Michael Willome
Lily Liu
Dato’ Lee Hau Hian
Holly A Van Deursen
Individual Directors’ skills
International 7
Strategy/M&A 8
CEO/Boardleadership 6
People/culture/change 8
Finance/investment 7
PLC governance 6
Risk 8
Chemicals 7
Broader industrials 8
SHE/regulatory 7
Sales/marketing 6
Innovation 5
Supplychain 6
Sustainability 6
Digital 4
We asked our nine Directors to rate themselves on each of 28 skills. For
simplicity, we grouped those skills into the 15 categories above. For each
category, we added up the rating points and divided the result by the total
possible points available for that category to represent an approximate
number of Directors with skills in that category.
“ I have seen at first hand the
dedication and commitment
shown by everyone at
Synthomer as they navigate
difficult market conditions
while transforming our
business to become a
speciality chemicals platform
that drives value creation.”
Shortly before publication of this Annual Report
on 30 April 2026, Lily Liu informed the Board
ofher intention to step down from her role as
Chief Financial Officer (CFO) and Executive
Director of the Group on 15 May 2026, in order
to take up the role of Executive Vice President
and CFO at Umicore SA.
Synthomer plc Annual Report 202567
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Governance report
Peter Hill, CBE Chair
Janet Ashdown SeniorIndependentDirector
Dato’ Lee Hau Hian Non-Executive Director
Anant Prakash GeneralCounselandCompanySecretary
Michael Willome ChiefExecutiveOfficer
Martina Flöel IndependentNon-ExecutiveDirector
Jonathan Silver IndependentNon-ExecutiveDirector
Lily Liu ChiefFinancialOfficer
Uwe Halder Non-Executive Director
Holly A Van Deursen IndependentNon-ExecutiveDirector
Our Board of Directors
Synthomer plc Annual Report 202568
Peter Hill, CBE
Chair
Nationality British
Appointed to the Board September 2024;
appointed Chair from 1 January 2025
Key expertise International, strategy/M&A,
CEO/Board leadership, people/culture/
change, finance/investment,
PLCgovernance, risk, broaderindustrials,
SHE/regulatory, supply chain
Background
Peter has strong public company
governance and international
manufacturing experience in a range
ofindustries. He was previously chair
ofKeller Group plc, Petra Diamonds
Limited, Volution Group plc, Imagination
Technologies plc and the speciality
chemicals company Alent plc. Peter was
chief executive officer of Laird plc from
2002 to late 2011, and previously held
senior roles at BTR plc, Invensys plc and
Costain Group plc, latterly as an executive
director. He has been a non-executive
director of four other publicly listed
companies and three UK government
organisations.
Michael Willome
ChiefExecutiveOfficer
Nationality Swiss
Appointed to the Board November 2021
Key expertise International, strategy/M&A,
people/culture/change, finance/investment,
risk, chemicals, sales/marketing
Background
Michael has a track record of driving
performance through strong operational
management and strategic actions,
including M&A. He was previously CEO of
Conzzeta AG (now Bystronic AG) in Zurich,
and spent 18 years with Clariant AG,
leading its global industrial and consumer
specialities division. Before that, he held
leadership roles in Asia-Pacific, based in
Hong Kong, and in Canada and Türkiye.
External appointments
Non-executive director of Glaston Oyj
(Nasdaq Helsinki), sits on subsidiary
boards of the Indutrade Group
Lily Liu
ChiefFinancialOfficer
Nationality British/Australian
Appointed to the Board July 2022
Key expertise Strategy/M&A, people/
culture/change, finance/investment,
PLCgovernance, risk, chemicals,
broaderindustrials
Background
Lily is a highly experienced CFO. She
hasworked in the manufacturing and
engineering sectors for more than 20 years,
and joined Synthomer from Essentra plc,
aFTSE 250 components and solutions
business, where she was CFO. Lily was
previously CFO at Xaar plc, a UK-listed
inkjet technology developer, and at
SmithsDetection business, a division
ofSmiths Group plc.
External appointments
Non-executive director and member
oftheaudit committee of DCC plc
Janet Ashdown
SeniorIndependentDirector
Nationality British
Appointed to the Board July 2025
Key expertise CEO/Board leadership,
people/culture/change, risk,
broaderindustrials, sales/marketing,
supplychain, sustainability
Background
Janet has significant experience of the
process and chemicals industries. She had
a 30-year executive career at BP plc until
2010, running the UK retail and commercial
fuel business in her last role there. She then
became chief executive of Harvest Energy,
until 2013. Janet has chaired corporate
remuneration committees for more than
10years.
External appointments
Non-executive director and remuneration
committee chair of Victrex plc, non-executive
director and chair of the remuneration and
corporate sustainability committees at RHI
Magnesita N.V., non-executive director of
Stolt-Nielsen Limited
Synthomer plc Annual Report 202569
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Governance report / Our Board of Directors
Martina Flöel
IndependentNon-ExecutiveDirector
Nationality German
Appointed to the Board September 2023
Key expertise Strategy/M&A, CEO/Board
leadership, people/culture/change, risk,
chemicals, SHE/regulatory, innovation
Background
Martina has considerable executive
experience in the chemicals industry,
leading what became OXEA GmbH
between 2003 and 2016. Before this, she
held a number of senior roles at Celanese
AG and its predecessor Hoechst AG,
focusing on strategy, operations and
capital investment, human resources,
andinnovation and technology. Martina
began her career as a research chemist
and holds a PhD in chemistry.
External appointments
Non-executive director of Sasol Limited
since 2018, and of Neste Oyj from
2017to2023
Uwe Halder
Non-Executive Director
Nationality German
Appointed to the Board September 2024
Key expertise Chemicals, SHE/regulatory,
innovation, sustainability
Background
Uwe’s entire career has been in the global
chemicals industry. He worked in the USA
at BASF SE and as president of DyStar
USA, and in Europe at CHT/BEZEMA
andArchroma, before joining a business
acquired by KLK OLEO, part of the global
oleochemical and manufacturing division
of Kuala Lumpur Kepong Bhd (KLK).
External appointments
Member of the KLK OLEO chemicals
boards in Europe, subsidiaries of
Synthomer’s largest shareholder KLK
Dato’ Lee Hau Hian
Non-Executive Director
Nationality Malaysian
Appointed to the Board 2002 as a
Non-Executive Director;
first joined the Board in 1993
Key expertise Strategy/M&A,
CEO/Board leadership, broader industrials,
SHE/regulatory
Background
Hau Hian has experience in organisational
transformations, acquisitions, chemicals
and manufacturing operations and
sustainability matters.
External appointments
Non-executive director of KLK, which
isSynthomer’s largest shareholder;
managing director ofBatu Kawan Bhd,
alisted Malaysian investment holding
company, which is a47% shareholder
ofKLK
Jonathan Silver
IndependentNon-ExecutiveDirector
Nationality British
Appointed to the Board July 2025
Key expertise Strategy/M&A, finance/
investment, risk, broader industrials,
supplychain
Background
Jonathan has significant international
experience in finance and accounting,
riskand controls, treasury, investment
management and mergers and
acquisitions. His 30-year career at Laird plc
included serving as CFO. Jonathan is a
chartered accountant and a member of
theInstitute of Chartered Accountants
ofScotland. He was previously a non-
executive director, senior independent
director and audit committee chair at
Spirent Communications plc.
External appointments
Non-executive director and audit
committee chair at Baillie Gifford China
Growth Trust plc and Henderson High
Income Trust plc
Synthomer plc Annual Report 202570
Holly A Van Deursen
IndependentNon-ExecutiveDirector
Nationality American
Appointed to the Board September 2018
Key expertise Strategy/M&A, risk,
chemicals, broader industrials,
innovation,digital
Background
Until 2005, Holly was group vice president,
petrochemicals at BP plc. She has worked
in the global chemicals industry for more
than 25 years and held senior positions
across North America, Europe and Asia.
Since 2016, Holly has held non-executive
director roles for global companies
headquartered in the USA and
spent12years on the board of a
Norwegianlisted company.
External appointments
Non-executive director and chair of
thetalent, culture and compensation
committee of Kimball Electronics Inc,
non-executive director and chair of the
safety, sustainability, operations and
capitalinvestment committee of
Albermarle Corporation
Anant Prakash
GeneralCounselandCompanySecretary
Nationality British
Appointed to the Board December 2022
Background
Anant joined Synthomer having spent
fiveyears at defence and security
companyUltra Electronics Group plc,
latterly as general counsel, Europe and
Asia-Pacific. Before moving into industry,
he worked at international law firm
Slaughter and May, where he developed
abroad corporate, commercial and M&A
practice, including experience working
inHong Kong and Spain.
External appointments
Non-executive council member at City St.
George’s, University of London
Our non-independent Board members
The Board recognises the unusual nature
ofhaving non-independent members.
Thisis a voluntary arrangement that has
been in place for 40 years and reflects the
major shareholdings in the Company that
they represent.
Dato’ Lee Hau Hian and Uwe Halder are the
Board’s representatives for our largest
shareholder, KLK (27%).
Hau Hian’s extensive leadership experience
in chemical manufacturing and experience
of organisational transformations and
acquisitions means he offers the Board
andExecutive Committee invaluable
insights when making business decisions.
He also offers an important perspective
onthe Malaysian and Southeast Asian
business landscape.
Uwe joined the Board with effect
from1 September 2024. His extensive
experience in global chemicals is a
significant benefit to the Company,
asishisexpertise in R&D and innovation,
and instrategy and SHE management.
Other Board members in 2025
The Hon. Alexander Catto stepped down
from the Board at the AGM on 1 May 2025.
Ian Tyler and Roberto Gualdoni stepped
down from the Board on 12 December 2025.
Board Committee key
 Audit Committee
 Remuneration Committee
 Nomination Committee
 Disclosure Committee
 Committee Chair
Synthomer plc Annual Report 202571
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Governance report
Michael Willome ChiefExecutiveOfficer
Ana Perroni Laloe President, Coatings &
Construction Solutions, and EMEA
Stephan Lynen President, Adhesive Solutions,
and Americas
Rob Tupker President, Health & Protection and
Performance Materials, and Asia
Jan Chalmovsky President, Strategy and M&A
Lily Liu ChiefFinancialOfficer
Gayla Cowie ChiefHumanResourcesOfficer
Anant Prakash GeneralCounselandCompanySecretary
Our Executive Committee
Synthomer plc Annual Report 202572
Rob Tupker
President, Health & Protection and
Performance Materials, and Asia
Nationality Dutch
Appointed to the Executive Committee
September 2018
Background
Rob was previously with Honeywell
International Inc, where he held a variety
ofsenior business leadership positions in
its performance materials and home and
building technologies divisions. Before that,
he worked with Süd-Chemie (now Clariant
AG) and Unilever/ICI’s (now Givaudan SA’s)
flavour and fragrance division. Rob worked
for seven years in Asia-Pacific, five years
inthe USA and 20 years across Europe,
with a consistent focus on growing and
transforming global businesses in the
chemical and process industries.
Ana Perroni Laloe
President, Coatings & Construction
Solutions, and EMEA
Nationality Brazilian
Appointed to the Executive Committee
February 2022
Background
Ana has more than 20 years’ global
salesand marketing experience, with
astrong track record of successfully
commercialising solutions for end markets.
She started her career at Ciba Specialty
Chemicals in Brazil. Elected president
ofRadTech South America for two
consecutive terms, Ana is one of the
pioneers of introducing UV curing
technology in the region.
Jan Chalmovsky
President, Strategy and M&A
Nationality German
Appointed to the Executive Committee
September 2022
Background
Jan has more than 15 years’ experience
instrategy and mergers and acquisitions,
most recently as head of strategy and M&A
at global industrial company Conzzeta AG
(now Bystronic AG). Before that, he spent
nine years at McKinsey & Company,
including as an associate partner, focusing
on strategy, corporate transformations and
corporate finance.
Stephan Lynen
President, Adhesive Solutions,
andAmericas
Nationality German
Appointed to the Executive Committee
May 2023
Background
Stephan has more than 25 years’
leadership experience in the chemicals
industry, principally at Clariant AG, the
global speciality chemicals company
heworked for in several countries,
especially in Asia. He led different
Clariantbusinesses, including its additives
unit, before becoming CFO. Stephan brings
experience in commercial and operational
activities, strategy, finance, M&A, post-
merger integration and transformation.
Gayla Cowie
ChiefHumanResourcesOfficer
Nationality British
Appointed to the Executive Committee
October 2025
Background
Gayla has more than 25 years’ experience
in HR, for major multinationals across
sectors including automotive, consumer
technology and chemicals. She started her
career with Nissan Motor Co., ltd, where
she worked in Europe, Africa, the Middle
East and Asia. Gayla also worked for
DysonGroup and Johnson Matthey Plc,
and brings expertise in talent management
and driving a high-performance culture.
BiographiesforMichael Willome,
Lily Liu and Anant Prakash can
befoundonpages69and71.
Synthomer plc Annual Report 202573
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Governance report
Our governance framework is designed to focus the Board on setting the
Group’s purpose, values and strategy, on monitoring performance and on
ensuring sound governance, including appropriate controls and balanced
risk assessment.
We delegate certain oversight and management responsibilities to various Committees.
Executive management is responsible for implementing strategy and leading our
colleagues across the Group to deliver that strategy.
As a UK-listed company, we follow the UK Corporate Governance Code and so have an
established governance structure. For more detail about how we apply its principles
and comply with its provisions, see pages 83 to 87.
Our Board Committees and management committees
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Disclosure
Committee
Executive
Committee
Executive
Sustainability
Steering
Committee
Executive Risk
Committee
Board Committees
Management committees
Our Disclosure Committee supports the Board and monitors compliance with
disclosure controls and procedures for material information, and is responsible for
identifying inside information. It comprises the Chair, Senior Independent Director,
CEOand CFO, who meet after each scheduled Board meeting, and is advised by the
General Counsel and Company Secretary and the Vice President, Investor Relations.
The Committee’s terms of reference are available on our website.
The Company’s progress against our sustainability strategy, Vision 2030 targets
and2050 net zero pledge is under the Board’s direct supervision. Given that these
environmental, social and governance (ESG) matters are a key part of our strategy,
wewant to clearly show that the Board retains ultimate oversight of, and responsibility
for, delivering against our stated ESG goals.
At the Executive Committee level, the Executive Sustainability Steering Committee is
chaired by the CEO, meets quarterly and is attended by the full Executive Committee.
Itoversees our overall sustainability agenda and progress on each of our Vision 2030
sustainability goals. These goals are owned and sponsored by an Executive
Committee member, who is responsible for making sure we have the right plans
inplace to deliver within the timeframe.
The Company also has an Executive Risk Committee, which has been in place
since2022. This Committee is chaired by the CFO and ensures a robust process for
identifying, prioritising, managing and controlling significant risks affecting the Group.
It is attended by the full Executive Committee and the Vice President, Risk, Audit and
Compliance. It makes sure the Group has risk management policies and procedures
inplace – including those covering project governance, sanctions, human rights,
fraudprevention, cyber security and business management. See Managing riskon
pages 44 to 48.
All Executive Committee members also attend a substantial number of our Board
meetings, except when certain sensitive matters are discussed. As a Board, we have
debated this approach and continue to believe that this provides us with great insight
into the business. It allows deeper discussion and direct challenge to our different
businesses and promotes a unified approach to implementing governance and
strategy. We continue to have strong positive feedback from Board members – new
and continuing – and Executive Committee members on this approach. For more
details, see The Board’s year on pages 75 to 77.
»
For more information on our Board Committees and their work this year,
seetheCommitteereportsfrompages88to126andonourwebsite.Atable
ofDirectors’attendanceatCommitteemeetingscanbefoundonpage77.
Our governance framework
Synthomer plc Annual Report 202574
The Board’s focus remained largely unchanged this year:
supporting and challenging the Executive Committee as
theynavigated market challenges while delivering robust
operational performance and sustaining Synthomer’s
strategictransformation.
Activities included reviewing and approving key decisions to strengthen
Synthomer’s balance sheet, optimise capital allocation and refine its
portfolio. At the same time, the Board continued to refresh its
membershipand maintained a keen interest in the Company’s
sustainabilityagenda, with a particular focus on people.
The Board’s year
A robust balance sheet
The Board’s main priority over the past year was to support
the Executive Committee through ongoing work to improve
the Company’s balance sheet, including preparations for the
refinancing of key debt facilities in 2026.
During the year, the Board considered the Company’s short-term
financial position and medium-term arrangements. This included
assessing options to ensure we have a robust financial framework
in place to manage short-term challenges while supporting
longer-term value creation. So, towards the end offinancial
year2025, the Board approved a new receivables purchasing
arrangement worth £50m, intended to support the balance
sheet and unlock additional liquidity, and oversaw the work of
management and advisors to prepare for the 2026 refinancing.
The Board also monitored measures to strengthen the way
Synthomer manages inventory levels.
»
We provide more information in the Financial review
onpages 18 to 19.
Rigorous focus on capital allocation
A robust balance sheet depends on a disciplined approach to
capital allocation, particularly under tough market conditions.
Given the broader outlook, the Board has encouraged the
Executive Committee to focus on options with the greatest
returnin terms of increased volume and margin improvement.
A good example of this in 2025 was the Board’s decision to approve
a $10m upgrade to improve efficiency and increase output at our
Adhesive Solutions (AS) site in Longview, USA. The Board carefully
considered the capital investment required at a time of significant
balance sheet constraints, and the fact that the upgrade required a
temporary pause in production, which affected revenue and EBITDA
in the short term. The Board also interrogated the business case for a
strong return on investment and rapid pay-back, as well as the strategic
benefits of enhancing APO capacity, before approving the project.
Everyone is responsible for health and safety at Synthomer, and the
Board continues to work closely with the Executive Committee to
ensure that SHE investment is safeguarded when making capital
allocation decisions. The Board was pleased to see Synthomer
outperform its annual recordable injury case rate objective for the third
consecutive year, while noting that a number of minor issues at two
sites, now the focus of action plans, affected process safety metrics.
»
We provide more information in Section 172 on page 79.
“ The Board has been mindful throughout
capital allocation discussions of the
need to balance short-term cost
challenges with longer-term
investmentfor future success.”
Peter Hill, CBE
Chair
Synthomer plc Annual Report 202575
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Governance report / The Board’s year
Reviewing and refining our portfolio
The Board is firmly committed to Synthomer’s strategy to become
a more focused, stronger speciality chemicals business. As well
as its annual deep-dive session in June 2025, the Board discusses
the strategy with the Executive Committee at every meeting.
This year, that included considering the merits of retaining our
William Blythe business in the UK given its improved profitability
inthefirst half of 2025. However, following a robust discussion,
theBoard concluded that divesting the business was the correct
decision to align with the Group’s strategy. The business was sold
inMay 2025. The sale is part of our ongoing programme to divest
non-core businesses and product lines to reduce complexity and
enable greater focus of capital, time and other resources on our
core operations.
At the June 2025 strategy deep-dive, the Board considered a
number of additional portfolio changes to accelerate the Group’s
deleveraging and further focus the portfolio, including giving
consideration to broadening the divestment programme.
Thiscurrently includes four other non-core divestments under
discussion with third parties. Any proceeds from these sales will
beused to pay down debt andstrengthen the balance sheet.
Self-help measures and cost reduction
The ongoing market challenges facing the business have made
itnecessary to continue making cost savings across divisions
and functions, and the Board has supported the Executive
Committee’s work here.
In 2025, this included robust discussions between the Board and
the Executive Committee about staffing levels to ensure that the
business is appropriately resourced and able to respond to changes
in demand. The Board recognises that reducing headcount is
nevereasy, but agreed with the Executive Committee that it was
necessary given that market conditions are unlikely to recover
intheshort term. As a result, the Group took the difficult but
necessary decision to reduce headcount by 250 roles. Nonetheless,
the Board and Executive Committee continue to discuss the
importance of long-term investment in our people to support
growth, and the Board is pleased to note the Group’s ongoing
commitment to investing in its graduate and leadership
development programmes.
The Board continues to play an active role in overseeing the
Company’s broader efforts to drive cost savings, tighten
operational execution and deliver further efficiencies in areas
including procurement. Taken together, Synthomer’s operating
costreduction programmes are expected to deliver c.£20-25m
inincremental benefits in 2026.
“ The Board was kept informed
throughout Synthomer’s headcount
reduction programme. This is a
sensitive process that was handled
carefully by all involved.”
Holly Van Deursen
Designated Non-Executive Director for workforce engagement
Synthomer plc Annual Report 202576
Refreshing the Board and processes
Three Board members – the Hon. Alexander Catto, Ian Tyler and
Roberto Gualdoni – stepped down in 2025. This marked the latest
stage in a significant multi-year evolution in Board composition.
The Board was conscious of the need to replace their considerable
skills and experience, and worked closely with the Nomination
Committee to identify their successors. In July 2025, the Board
appointed Jonathan Silver and Janet Ashdown as Independent
Non-Executive Directors. Jonathan succeeds Ian as Chair of the
Audit Committee, and Janet is now our Senior Independent
Director. Since their arrival, the Board has benefited greatly from
their extensive experience in the chemicals industry and complex
multinational organisations.
»
We provide more detail on our recruitment and induction
programme in our Nomination Committee report on page 97.
Driving innovation and sustainability
into everything we do
Innovation and sustainability underpin our purpose and inform
our growth strategy, making them fundamental topics for
Boarddiscussion.
This year our Innovation Taskforce worked with our internal
business excellence and continuous improvement team (SynEx)
toredesign Synthomer’s full innovation operating model.
As well as continuing to receive quarterly sustainability updates
from our Vice President, Environmental, Social and Governance,
theBoard now receives regular updates on ourpeople agenda
fromour new Chief Human Resources Officer. In addition to
supporting Board oversight of the commercial opportunities in
serving customers with specific sustainability requirements, these
updates have also helped the Board deepen its understanding of
employee-related topics such as retention, training and succession
planning, enabling a richer discussion during Board meetings.
Thatdeeper understanding helped inform the Board’s thinking
during discussions about headcount and the need to balance
short-term market challenges with longer-term investment in
training and development.
»
For more on the Innovation Taskforce’s work this year,
seepage 35.
Board and Committee meeting attendance
Board Audit Remuneration Nomination Disclosure
Peter Hill, CBE 7/7 6/6 4/4
Michael Willome 7/7 4/4 4/4
Lily Liu 7/7 4/4 4/4
The Hon. Alexander Catto
1
3/3 3/3
Martina Flöel 7/7 4/4 4/4 6/6
Roberto Gualdoni
2
6/7 4/4 4/4 6/6
Uwe Halder 7/ 7 6/6
Dato’ Lee Hau Hian 7/7 6/6
Ian Tyler
3
7/7 3/4 3/4 6/6 4/4
Holly Van Deursen 7/ 7 4/4 4/4 6/6
Janet Ashdown
4
3/3 2/2 2/2 2/2
Jonathan Silver
5
3/3 2/2 2/2 2/2
1 The Hon. Alexander Catto retired in May 2025.
2 Roberto Gualdoni retired in December 2025.
3 Ian Tyler retired in December 2025.
4 Janet Ashdown joined in July 2025.
5 Jonathan Silver joined in July 2025.
Synthomer plc Annual Report 202577
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
How the Board engages (s.1
7
2 compliance)
Understanding the issues that are important to
our stakeholders is essential to how we develop
and implement our business strategy. It is also
critical to our long-term success.
Our approach to Section 172
Our Section 172 statement describes how the Board has
carried out its responsibility to promote the success of
the Company, recognising that the key decisions it
makes today will affect long-term performance. The
statement considers paragraphs (a) to (f) of Section
172(1) of the Companies Act 2006 and includes details
of how the Board has considered and engaged
withstakeholders.
When making decisions, the Board considers the needs
of our different stakeholder groups as well as the likely
outcome that any action taken might have. The Board
receives papers that include Section 172 information,
which it uses to inform strategic discussions, including
any implications for the resilience of our business
andthe potential impact on our communities and
environment. It is the Chair’s responsibility to ensure
that the Board considers Section 172 when making
itsdecisions.
We recognise that it is not always possible to provide
apositive outcome for all stakeholders and that,
sometimes, the Board has to make decisions based on
competing priorities. The Board regularly assesses the
outcomes of its decisions and is available to talk to
stakeholders. This engagement helps the Board to
better understand what matters most to our
stakeholders and supports discussion of relevant
issues. It also helps the Board choose the course of
action that will best lead to high standards of business
conduct and success for Synthomer in the long term.
Stakeholder engagement in 2025
We made no changes to our list of key stakeholders this
year, which we set out on pages 80 to 82 alongside a
discussion of how we engaged with and responded to
them in the year.
The Board has continued to ensure it understands, and
considers, the issues that matter most to all our
stakeholder groups, particularly when making
keydecisions.
We consider our understanding of the sustainability
issues that matter most to our stakeholders through
periodic materiality assessments. Our double materiality
assessment requires us to assess the actual or potential
effects of our operations on people and the planet, as
well as how sustainability issues might affect our
financial performance and position.
»
We explain more about the assessment
andits findings on page 30.
Principal decisions in 2025
As a Board, we made a number of significant decisions
this year. Here we set out how we considered our
stakeholders and Section 172 obligations when making
three of those decisions.
Reviewing and refining our portfolio: divesting the
William Blythe business
Background
Synthomer’s programme of refining and focusing its
portfolio of products and businesses has been running
and supported by the Board since 2022, and has
included a number of divestments of non-core
operations so that capital allocation and resources
canbe targeted more effectively. As part of the
programme in 2025, we considered divesting the
William Blythe business which as an inorganic
chemistry business with limited synergies with the rest
of the Group, was designated as a non-core business.
Decision
A proposal was received in early 2025 to divest the
WilliamBlythe business, in a buy-out led by the existing
management team. In a year of trading headwinds and
difficult conditions for Synthomer generally, however,
the Board reviewed William Blythe’s strong commercial
performance in the first quarter of the year and
considered whether it would be more appropriate to
retain the business within Synthomer’s portfolio for a
period. The Board reviewed the terms of the proposal
including the overall consideration and structure, and
concluded that the divestment was the right decision
and aligned with Synthomer’s strategy.
Governance report
Synthomer plc Annual Report 202578
Outcome
The William Blythe business was sold in May 2025, for a
total consideration of £30m, all net proceeds being used
to pay down existing debt. The divestment also marked
astrategic milestone for Synthomer, which hasnow met
its target of having fewer than 30 global manufacturing
sites (down from 43 in 2022).
Rigorous focus on capital allocation: investing in APO
manufacture at Longview
Background
Synthomer has maintained a disciplined approach
tocapital allocation, particularly under the market
conditions of recent years. As a Board we have
encouraged the Executive Committee to focus on
capital investment options with the greatest return in
terms of increased volume and/or margin improvement.
Decision
Opportunities were identified in 2025 for
debottlenecking and efficiency gains in manufacturing
APO at the AS site in Longview, USA. The proposed
investment of $10m would require a manufacturing
shutdown, with associated impacts on revenue and
EBITDA – but would materially improve production
capacity if it went ahead. We concluded that there
wasarobust business case for a strong return on
investment and rapid pay-back, and strategic benefits
toenhancing APO capacity.
Outcome
The investment was made and, since late 2025, Longview
has increased APO manufacturing volumesby 10%.
Self-help and cost reduction: simplifying
ourstructureand reducing roles
Background
The market challenges facing the business have made
itnecessary to continue making cost savings across
divisions and functions. In 2025, management
conducted a comprehensive review of our staffing
structure and headcount across the Group, including
thefunctions, in line with our strategy. Following this
review, the Executive Committee proposed a reduction
of 250 roles across the global Group and a more
streamlined management structure.
Decision
The Board conducted robust discussions with the
Executive Committee about staffing levels to ensure
that the business is appropriately resourced and able
torespond to changes in demand. While recognising
that reducing headcount is never easy and has a clear
impact on the affected employees, the Board agreed
with the Executive Committee that it was necessary
given that market conditions are unlikely to recover in
the short term, and approved the reduction in roles.
Outcome
The role reduction process took place across the
second half of 2025, taking a people-first approach
which treated affected individuals with empathy and
respect and provided as much support as possible.
TheBoard is pleased to note the Group’s ongoing
commitment to investing in its graduate and leadership
development programmes.
»
Find out more about these decisions on
page76.
Key to our stakeholder groups
  Customers
  Employees
  Communities
  Suppliers
  Investors
 Governments andauthorities
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Our key stakeholder groups
 
Customers
We work with more than 6,000 customers worldwide, providing the products and solutions they need to serve their own
customers in a range of end markets.
How the Board engaged
• •
The Executive Committee attended part of all scheduled Board meetings, and divisional presidents provided customer-related information
tothe Board.
• •
We received deep-dive AS business updates at each scheduled Board meeting, and held deep-dive HPPM and CCS working sessions during
theyear, as part of which the divisional presidents provided in-depth market intelligence and customer feedback.
• •
We received reports from management about its engagement with customers across the business. These reports were especially important
given the ongoing volatility and lack of visibility across the chemicals industry and our end markets.
• •
We also received regular reports about ongoing SynEx projects, which focused on commercial and operational excellence.
How the Board responded
• •
Given that a number of areas of our business continue to see soft demand, we supported management’s focus on improved reporting,
forecasting and innovation to strengthen customer relationships.
• •
We also reviewed and discussed ongoing operational changes needed to optimise production and costs – including plant capacity, shift
planning and headcount reduction.
• •
Having held our annual deep-dive strategy review, we reaffirmed our commitment to the strategy announced in 2022, which focuses on getting
closer to our customers and growing, principally organically, in attractive end markets.
• •
Members of the Board are part of Synthomer’s Innovation Taskforce.
 
Employees
Our success relies on the talent of our around 3,800 entrepreneurial and highly skilled employees. We want to foster a culture
that values diversity and inclusion, fairness and transparency.
How the Board engaged
• •
In 2025 the full Board visited Synthomer’s Le Havre and Ribécourt sites in France. Employees at the sites appreciated the opportunity to engage
directly with Board members.
• •
The Board received regular reports about our Employee Voice programme and quarterly updates on our people priorities and support. We also
received summaries of management townhalls held across the business.
• •
We received reports summarising the status of Synthomer’s graduate programme.
Employee Voice programme
• •
Every year, our designated Non-Executive Director for workforce engagement, Holly Van Deursen, carries out a comprehensive programme
ofEmployee Voice engagement sessions on behalf of the Board.
• •
Holly hears from groups across different businesses and geographies, in person and by video. In 2025 she held sessions with 62 employees in
six workforce engagement sessions. These included engaging with employees during Board site visits, which this year saw Holly meet with
colleagues at our Harlow and London sites in the UK and at Ribécourt and Le Havre in France.
• •
Holly reports back to the Board about the themes of her discussions, and we receive a summary of actions taken by site leaders in response
tothe feedback.
Synthomer plc Annual Report 202580
 
Employees continued
How the Board responded
• •
On our visits to sites we heard from a wide range of employees, who showed their innovative thinking to develop stronger customer relationships
and an entrepreneurial mindset. We were impressed by the teams’ positivity and tenacity in responding to the challenges of recent years.
• •
These broader Board interactions with employees supported our Board decisions on talent management throughout 2025.
Employee Voice programme
What our colleagues value most
• •
We continue to hear from employees that Synthomer’s focus on safety, health and the environment is motivating and differentiating compared
to many of our peers.
• •
We also heard that the opportunity to work across a global organisation, with exposure to new technical, customer, market and team
challenges, creates an enriching professional experience and opportunity to develop new skills.
• •
A regular theme is that supportive team members create a sense of belonging where employees feel their views are heard.
Employees’ ideas for change
• •
Employees shared their ideas for improvements in maintenance and succession planning (including plant operators), for better networking and
knowledge sharing, for new approaches to hiring talent in a market downturn, for simplifying our business processes and technology systems,
and for how we continue to improve communication with employees.
Employee Voice discussions in action
• •
In 2025, our HR team and divisional and site leadership teams followed up on employees’ feedback, contributing to work to develop the internal
communications strategy.
 
Communities
We want the communities who live near our sites to see us as a good neighbour.
How the Board engaged
• •
The health and safety of our people and local communities is critically important, and updates on this area of activity are always the first item
of business at every Board meeting.
• •
The Board receives updates from divisional leaders about developments that affect communities around Synthomer’s sites.
How the Board responded
• •
We continued to monitor and challenge how management implements the SHE management system at all Synthomer’s sites.
• •
The Board continues to support the work of the Synthomer Foundation and a range of community projects local to the sites.
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Suppliers
Our suppliers deliver the raw materials and services we need to make our products. We look for ways to work in partnership
with suppliers to create a more sustainable supply chain.
How the Board engaged
• •
Management kept us informed about how it was engaging with utility suppliers and site hosts as it worked to reduce operational risks.
• •
The Board received updates on the Group’s engagement with suppliers and customers on whole-value-chain approaches to decarbonisation.
How the Board responded
• •
Through feedback from the Group’s direct and indirect engagement with suppliers this year, we continued to broaden our understanding of
what is important to them and to deepen our relationships, particularly around sustainability.
 
Investors
As a public company listed on the London Stock Exchange, we aim to deliver sustainable financial performance and long-term
value creation for our investors.
How the Board engaged
• •
The CEO and CFO updated us about their meetings with investors, and our Vice President, Investor Relations shared IR developments at every
Board meeting.
• •
Before each meeting, the Board received analysts’ forecasts and consensus for financial performance, plus a summary of the externally
prepared shareholder analysis report, showing our top 20 shareholders and their movements, alongside top buyers and sellers.
• •
Analysts’ reports and notes are shared with the Board as they are issued.
• •
We held an in-person Annual General Meeting in May 2025, with the option for shareholders to submit questions in advance.
• •
We also have regular correspondence with investors, responding to suggestions and queries, and Board members make themselves available
to shareholders.
How the Board responded
• •
Board engagement with investors encompassed how management is addressing the volatile market environment.
 
Governments
andauthorities
As a member of the chemicals industry and scientific community, it is important we engage on issues such as policy,
education and skills, compliance and collaboration.
How the Board engaged
• •
We engaged with legislative and regulatory processes through our membership of industry groups in the UK, Europe and the USA.
• •
We received reports on the changing regulatory landscape, including in respect of proxy adviser guidance, various consultations, sustainability
reporting and broader corporate governance themes.
How the Board responded
• •
The Board continued to oversee the Company’s processes and procedures to comply with all relevant laws and regulations.
Synthomer plc Annual Report 202582
Compliance with the Code
Here we set out how we applied the principles
ofthe UK Corporate Governance Code (Code)
in2025.
We complied with all the Code’s provisions from the
start of 2025 until the date of this report, except one.
Provision 11 states that at least half the Board, excluding
the Chair, should be Independent Non-Executive
Directors. From 1 January 2025 until 1 May 2025, the
Board comprised two Executive Directors, three
non-independent Non-Executive Directors and four
Independent Non-Executive Directors, alongside the Chair.
So, the composition of the Board did not comply with
Provision 11 for this period. The Board and Nomination
Committee reflected on this situation and considered
conflicts and whether any one group could dominate
decisions. We were satisfied this was not the case.
1 Board leadership and Company purpose
A The role of the Board The Board continues to lead the Group’s strategic direction and long-term objectives. The Board’s year on pages 75
to 77 sets out the Board’s main activities and outcomes for 2025 and shows how it provided strong governance,
challenge and support to the business.
The Board met eight times during 2025, and all Directors continue to act in what they consider to be the best
interests of the Company, consistent with their statutory duties.
B The Company’s purpose, values and strategy Our culture – including an overview of our values and how the Board ensures alignment with our purpose,
values and strategy – is described on page 96.
C Resources The Board delegates allocation of day-to-day resources to management through the CEO and the Executive
Committee. We regularly discuss resourcing with the Executive Committee and the CEO, challenging, for example,
resource allocation across our divisions and functions in line with the differentiated steering pillar of our strategy.
For the remainder of 2025 until the date of this report,
we complied with Provision 11. From 1 May 2025 – when
Alexander Catto stepped down as a non-independent
Non-Executive Director at the AGM – until 1 July 2025,
we had two Executive Directors, two non-independent
Non-Executive Directors and four Independent
Non-Executive Directors, alongside the Chair. From
1 July 2025 – when we completed the recruitment of
Janet Ashdown and Jonathan Silver as Independent
Non-Executive Directors – until 12 December 2025,
wehad two Executive Directors, two non-independent
Non-Executive Directors and six Independent
Non-Executive Directors. On 12 December 2025,
Independent Non-Executive Directors Ian Tyler and
Roberto Gualdoni stepped down from the Board.
Accordingly, as at the date of this report, the
Boardcomprises two Executive Directors,
twonon-independent Non-Executive Directors
andfourIndependent Non-Executive Directors,
alongsidetheChair.
The Code is available in full on the FRC’s website
at frc.org.uk and should be read alongside our
Strategicand Governance reports.
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1 Board leadership and Company purpose continued
D Shareholders and stakeholders The Board engaged actively throughout 2025 with shareholders and other stakeholders (as described on pages 80
to 82). The Chair held a number of meetings with our largest corporate shareholder and with some of our major
institutional shareholders to discuss the role of the Board and other general governance issues, and reported back
to the Board.
The CEO and CFO met extensively with new and existing shareholders through regular trading updates and in
bilateral discussions.
The Board continues to review its mechanism for workforce engagement, as required by Provision 5 of the Code.
Holly Van Deursen, our Remuneration Committee Chair, was appointed as designated Non-Executive Director for
workforce engagement and, being based in the USA, has proved very effective in reaching more parts of our
business. Holly also has extensive people leadership roles in the chemicals industry.
The Board concluded that the employee engagement programme adds value and insight both to the Board and to
executive management, and we regularly reflect on employee views during Board deliberations. We have also had
feedback that colleagues feel the direct engagement with a Board member promotes open and inclusive discussions
and valuable feedback. More details of our Board employee engagement are set out on pages 80 to 81.
E Workforce policies and practices The Board oversees the Group’s workforce policies and practices and delegates day-to-day responsibility to the CEO
and Chief Human Resources Officer to make sure they are consistent with the Company’s values and support its
long-term success.
Employees are able to report matters of concern confidentially through our dedicated and independent
whistleblowing hotline. The Board and/or Audit Committee routinely reviews reports from the hotline, which
summarise calls and ensure cases can be investigated and followed up as appropriate.
2 Division of responsibilities
F The Chair Peter Hill, CBE led the operation and governance of the Board and its Committees in 2025. The Chair was in post
from January 2025, having joined the Board as an Independent Non-Executive Director in September 2024.
The Senior Independent Director conducted an annual review of the Chair’s performance, which is also discussed in
the Nomination Committee report.
Governance report / Compliance with the Code continued
Synthomer plc Annual Report 202584
2 Division of responsibilities continued
G Board composition The Nomination Committee regularly reviews the size and composition of the Board and its Committees to ensure
theappropriate combination of Executive and Non-Executive Directors.
Provision 10 of the Code considers the independence of Non-Executive Directors and circumstances that might
impair their independence, including holding office for more than nine years. Provision 11 states that at least half the
Board, excluding the Chair, should be Independent Non-Executive Directors. From 1 January 2025 until 1 May 2025,
the Board comprised two Executive Directors, three non-independent Non-Executive Directors and four Independent
Non-Executive Directors, alongside the Chair. So, the composition of the Board did not comply with Provision 11
during this period. The Board and Nomination Committee reflected on this situation and considered conflicts and
whether any one group could dominate decisions. We were satisfied this was not the case.
For the remainder of 2025 until the date of this report, we complied with Provision 11. From 1 May 2025 – when
Alexander Catto stepped down as a non-independent Non-Executive Director at the AGM – until 1 July 2025, we
hadtwo Executive Directors, two non-independent Non-Executive Directors and four Independent Non-Executive
Directors, alongside the Chair. From 1 July 2025 – when we completed the recruitment of Janet Ashdown and
Jonathan Silver as Independent Non-Executive Directors – until 12 December 2025, we had two Executive Directors,
two non-independent Non-Executive Directors and six Independent Non-Executive Directors. On 12 December 2025,
Independent Non-Executive Directors Ian Tyler and Roberto Gualdoni stepped down from the Board.
Accordingly, as at the date of this report, the Board comprises two Executive Directors, two non-independent Non-
Executive Directors, and four Independent Non-Executive Directors, alongside the Chair.
H Non-Executive Directors Directors’ existing commitments are carefully reviewed before they are appointed, and regularly after that to make
sure they have sufficient time for the Group. If a Board member wishes to accept an additional substantive role,
theBoard must review and approve this.
The Board believes that Directors should be able to accept other appointments where there are no conflicts
ofinterest and provided that the Director is able to carry out their duties effectively. Other appointments allow
Directors to develop greater skills and experience, which the Company benefits from.
The terms of appointment for Non-Executive Directors outline the time they will be expected to commit to fulfil
theirrole. Each year, the Chair reviews the time each Non-Executive Director dedicates to the Company as part of
theinternal performance review of Directors – see page 96 for more details. We are satisfied that their other duties
and time commitments do not conflict with those as Directors. For more details about meeting attendance, see
page 7 7.
The role of Senior Independent Director, fulfilled by Janet Ashdown (who succeeded Ian Tyler in the role in
December2025), provides a sounding board for the Chair and serves as an intermediary for the other Directors
andshareholders. Janet also led the annual performance review of the Chair – see page 96.
Either after or before each Board meeting, Non-Executive Directors and the Chair meet without Executive Directors
being present.
I Policies, processes, information and resources The Chair and Company Secretary ensure that the Board and its Committees have the necessary policies and
processes in place and that they receive timely, accurate and clear information. The Board and its Committees
alsohave access to the Company Secretary, independent advice and other necessary resources at the
Company’sexpense.
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Governance report / Compliance with the Code continued
3 Composition, succession and evaluation
J Appointments The Nomination Committee considers succession plans in line with evolving strategy, business requirements, tenure
and diversity. The overall process of appointing and removing Directors is overseen by the Board as a whole, through
the Nomination Committee. All our Directors retire and seek election or re-election at each Annual General Meeting.
The Nomination Committee also supports the Board in succession planning for senior management.
K Skills A key part of Board succession planning is a regular review of Board skills, which the Nomination Committee does
each year – see page 96.
The Chair and Company Secretary ensure that new Directors receive a full induction induction, and that all Directors
continually update their skills and have the requisite knowledge and familiarity with the Group to fulfil theirrole.
The Executive and Non-Executive Directors have significant commercial, financial and operational experience of the
markets and sectors within which the Group operates, as well as wider industry. Their diverse range of skills and
leadership experience enables them to monitor the performance of the management team and provide constructive
challenge and support to them.
L Annual performance review Each year, the Board undertakes an internal or external effectiveness review.
Provision 21 of the Code states that an externally facilitated Board performance review should take place at least
every three years. Our last external Board performance review was carried out in 2023.
An internal performance review, including a review of all Directors, took place in December 2025 (see page 96).
4 Audit, risk and internal control
M Audit functions All members of the Audit Committee are Independent Non-Executive Directors. Jonathan Silver, the Chair of the
Committee (who succeeded Ian Tyler in the role in December 2025), has recent and relevant financial experience,
and the Committee as a whole has competence relevant to the sector in which we operate.
The Audit Committee reviewed the effectiveness of the Group’s Internal Audit function and also assessed external
auditor PwC LLP’s performance during 2025, including its independence, effectiveness and objectivity. For details
of these reviews, see the Audit Committee report on pages 93 to 94.
N Assessment of the Company’s position
andprospects
The Board considers the Annual Report, taken as a whole, to be fair, balanced and understandable and to provide the
information necessary for shareholders to assess the Group’s position, performance, business model and strategy.
Its Statement of Directors’ responsibilities is set out on page 129. The Directors have also concluded it is
appropriate to prepare accounts treating the Group as a going concern and this is set out on pages 127 to 128.
An explanation of the Group’s performance, business model, strategy and the risks and uncertainties relating to the
Group’s prospects, including the viability of the Group, is set out in the Strategic report.
Synthomer plc Annual Report 202586
4 Audit, risk and internal control continued
O Risk management The Board determines the nature and extent of the principal risks the organisation is willing to take to achieve its
strategic objectives – it sets the risk appetite.
We carried out an assessment of the principal and emerging risks facing the Group during the year, including those
risks that would threaten the Group’s business model, future performance, solvency or liquidity, and reputation.
The Board and Audit Committee monitor the Group’s risk management and internal controls systems and review
their effectiveness each year. Throughout the year, the Board has directly – and through delegated authority to the
Executive Committee, the Executive Risk Committee and the Audit Committee – overseen and reviewed all material
controls, including financial, operational and compliance controls. For more detail, see pages 92 to 93.
5 Remuneration
P Remuneration policies and practices Holly Van Deursen chairs the Remuneration Committee. Holly is a hugely experienced Non-Executive Director and
has been chair and member of several international remuneration committees.
The Remuneration Committee is responsible for developing executive remuneration policy and determining the
remuneration packages of Directors and senior management.
Q Procedure for developing policy on executive
remuneration
Details of how the Directors’ remuneration policy was implemented in 2025 are set out on pages 113 to 118.
Provision 41 of the Code requires engagement with the workforce on how executive remuneration aligns with wider
Company pay policy. The Board’s engagement activity is diverse and includes face-to-face meetings, site visits,
attendance at employee events and virtual meetings. During the year, feedback was gathered on a wide range of
topics, including pay.
No individual Director is involved in deciding their own remuneration outcome.
R Independent judgement and discretion The Remuneration Committee has formal discretions in place in relation to outcomes under the annual bonus and
Performance Share Plan, and these are disclosed as part of the remuneration policy. The Committee may, at its
discretion, adjust the level of vesting of an award, if it considers that the outcome is not appropriate or does not
reflect the underlying financial or non-financial performance of the participant or the Group over the relevant period,
or that such a payout level is not appropriate in the context of circumstances that were unexpected or unforeseen
when the targets were set. When deciding this, the Committee may consider other factors it feels are relevant.
Information about how the Remuneration Committee considered discretion in 2025 is set out on page 99.
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Audit Committee report: introduction from the Chair
The Audit Committee continued to focus on
thefundamentals in 2025, making sure our
processes and controls are robust and fit for
future success.
In another year in which Synthomer has been focused
on responding to challenging markets and changes
inthe external economic environment, the Audit
Committee has maintained its commitment to
challenging and supporting our executives – and to
ensuring that our systems of control and governance
frameworks provide value and stability, so that
Synthomer delivers now, and is in the best possible
position for when markets improve.
My predecessor, Ian Tyler, diligently guided that work
over the past three years. That means I have inherited
astrong audit agenda as the new chair – one that I look
forward to building on with the help of my fellow
Committee members.
Strengthening internal audit
An important role for our Committee is leading the
oversight of Synthomer’s internal audit processes. In the
year, we approved Synthomer’s internal audit charter –
including the mandate for internal audit – and endorsed
combining corporate compliance with internal audit
andrisk as one function, with the appointment a Vice
President for Risk, Audit and Compliance in July 2025.
The Vice President has now developed an improvement
plan for 2026 to better align the sources of risk and
assurance and to improve alignment with our strategy,
for both risk management and internal audit activities.
And our Committee approved a revised purpose
statement for internal audit in December 2025, which
included an increased focus on identifying value through
potential operational efficiencies, EBITDA and cash
improvements.
Our Committee also oversaw the delivery of the 2025
Internal Audit Plan and approved a 2026 plan based on
Synthomer’s key risk exposures and an assessment of
the internal audit universe.
“ In another busy year for
theCommittee, and largely
under Ian Tyler’s stewardship,
we have made sure our
systems and processes
aresupporting Synthomer
todeliver now and for the
long term.”
Jonathan Silver
Audit Committee Chair
Governance report
Synthomer plc Annual Report 202588
Reviewing our material controls
The Committee appointed a third-party expert in
November 2024 to help identify, review and test
Synthomer’s material controls, in line with Provision
29 of the updated UK Corporate Governance Code
(the Code).
The results of this work, including identified gaps,
were reported to the Committee in December 2025.
The Internal Audit and Risk Management function will
review and provide assurance over the design and
effectiveness of material controls, with reporting to
the Committee for the half-year and full-year position
in 2026. These will in effect be dry runs to ensure
compliance with Provision 29 for the year ending
31 December 2026.
Preparing for the changing
sustainabilitylandscape
Synthomer’s sustainability reporting remains an
important area of review for our Committee, not least
as we prepare for future sustainability reporting
standards, such as the EU’s Corporate Sustainability
Reporting Directive (CSRD) and UK Sustainability
Reporting Standards (SRS).
The Committee plays a key role in the governance
ofclimate-related risks and opportunities. We will
continue to oversee ESG initiatives and related
reporting requirements to make sure the Group
continues to take a thoughtful and pragmatic
approach to reporting, compliance and assurance.
Looking ahead
Everyone at Synthomer – from my fellow
Committeemembers to our colleagues working in
our manufacturing facilities – has continued to do
agreat job of staying focused on the fundamentals
this year, even with external headwinds. We will
continue that focus over the next 12 months to make
sure Synthomer is well placed to capitalise on the
broader market recovery when it does materialise.
Jonathan Silver
Chair
30 April 2026
Audit Committees and the External Audit:
Minimum Standard
As part of our activities in the year, the Committee
again reviewed and considered the requirements of
theFRC’s Audit Committees and the External Audit:
Minimum Standard. This became effective from
1 January 2025 as part of the Code, which was
published in January 2024. We reviewed the standard
in conjunction with the Code and the FRC’s Guidance
on Audit Committees.
We believe we are compliant with the standard, which
focuses on overseeing the external audit process,
external audit tendering processes and reporting of
work performed by the Committee. The significant
issues we considered as part of our activities in the
year are detailed on pages 90 to 93, with our oversight
of external audit detailed on pages 93 to 94.
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Governance report / Audit Committee report continued
Audit Committee’s role
On the Board’s behalf, we monitor the integrity of
financial statements, oversee the adequacy and
effectiveness of the internal controls and risk
management processes, and lead the oversight
ofexternal and internal audits. Our full terms of
reference are available on our website.
Committee members
Our Committee comprises four Independent Non-
Executive Directors. We are chaired by Jonathan Silver,
who was appointed to the Board in 2025 and as chair
the Committee from December 2025, taking over from
Ian Tyler. Our composition complies with the Code.
The Board considers Jonathan to have recent and
relevant financial experience in line with Provision 24
ofthe Code, given his extensive executive and board
experience. Jonathan has also been a non-executive
director for international organisations and a FTSE 250
audit committee chair.
Together, our Committee members have a wide range
offinancial, operational and commercial experience
across the chemicals and engineering sectors, which is
set out on pages 68 to 71.
Committee meetings and operation
The Committee met three times in 2025 and has
mettwice since the end of the financial year.
Other Board members have a standing invitation to
attend our meetings, unless notified otherwise. We are
very pleased that the Chair of the Board, CEO and CFO
routinely attend our Committee meetings, often with the
rest of the Board. Our programme of risk reviews and
updates has also allowed us to invite high-potential
members of the management team to attend. These
include senior Group Finance and Group IT team
members and the newly appointed Vice President Risk,
Audit and Compliance.
Our external auditors, from PwC, have attended all
meetings of the Audit Committee.
As well as at our scheduled meetings, the Committee
regularly meets with PwC and the Vice President Risk,
Audit and Compliance without management present.
This provides more opportunity for open dialogue
andfeedback.
As Committee Chair, Jonathan also liaises with the
Remuneration Committee Chair to discuss matters such
as setting Executive Director compensation targets.
Beyond formal meetings, our Chair regularly meets
one-to-one with the CEO, CFO, Group Finance team
members, the Vice President Risk, Audit and
Compliance and PwC to develop the Committee’s
programme of work and to review progress on agreed
actions. This allows us to explore and understand key
issues as they arise – and to make sure we have
appropriate information prepared on, and time to
address, those issues in our meetings.
Significant areas of activity
Financial narrative
To enable the Committee and the Board to assess
goingconcern and viability, management set out its
assumptions and the potential risks to the business,
together with economic and business scenarios
andpossible mitigations, at the April 2026
Committeemeeting.
There was a particular focus on the funding
requirements of the Group over the next 18 months,
asexisting financing arrangements mature. We also
continued to considered the impact of the prolonged
demand uncertainty and subdued markets in the
chemicals industry, with continued limited visibility.
The process – which management conducted and
theCommittee reviewed to support the Board’s
statement – included:
• •
Reviewing the Group’s sources of funding and,
inparticular, reviewing the leverage covenant in our
financing arrangements and assessing available
headroom
• •
Reviewing the short-, medium- and long-term cash
flow forecasts, including requiring management
torefresh its five-year plan, in various severe but
plausible downside scenarios, as well as reverse
stress-testing forecasts
• •
Assessing the Group’s current and forecast activities
and factors likely to affect its future performance and
financial position
• •
Discussing the going concern and viability
statements at the April 2026 Committee meeting,
recommending that the Board provide the
statements on page 64.
Synthomer plc Annual Report 202590
Significant financial judgements and estimates
In applying the Group’s accounting policies,
management is required to make judgements and
estimates, some of which may have a significant effect
on the amounts recognised in the Annual Report and
Accounts. Management presented its view on key
accounting issues and resulting considerations to the
Committee throughout the year.
The Committee reviewed the most significant financial
judgement areas and estimations, details of which are
explained in the table below. In each case, the Committee
considered and challenged the key facts and judgements
that management presented and consulted with PwC as
external auditor to establish its professional view on the
judgements. This included a review of the disclosures
included within the Annual Report and Accounts.
Issue/area of judgement Committee action and conclusion
Impairment of goodwill and intangible assets
Synthomer’s market capitalisation remains below the
netasset value of the Group.
Combined with a lower-than-anticipated trading
performance in the year, there continue to be indicators
of a potential risk of impairment to goodwill and
intangible assets.
Management presented a summary of the impairment
of goodwill and intangible assets for the cash
generating units of the Group to the Committee for
review. This included key assumptions, including
discount and growth rates, and potential sensitivities.
The Committee also received a paper from
management that considered the enterprise value
ofthe Group and current market capitalisation in
respect of potential indicators of impairment.
The Committee challenged the key assumptions
madeby management and concluded that there
wasnoimpairment to any of the segments.
Special Items
The Group discloses Special Items – which are either
irregular or technical adjustments to ensure compliance
with IFRS requirements – separately to provide a clearer
indication of underlying performance.
For more detail, see note 4 to the Consolidated financial
statements on pages 153 to 154.
The Committee regularly challenges management on
what are considered Special Items. It reviews in detail
the spend that is excluded or separated from reported
Underlying profit and considers guidance from the FRC
and the external auditor.
The Committee is satisfied that it is helpful to a reader
of the financial statements to report Underlying profit,
together with IFRS profit, without Special Items – and
that all Special Items reported met with the Group’s
definition of such items.
Integrity of reporting and governance
We assessed whether the Annual Report and Accounts,
taken as a whole, are fair, balanced and understandable,
and provide the necessary information for shareholders
to assess the Group’s financial position and performance,
business model and strategy. The work done to make
this statement is detailed in the table on page 92.
Our Committee also reviews the interim financial
reporting as part of the reporting cycle. This includes
challenge to estimates, judgements and going concern
assumptions.
We received and reviewed a number of FRC thematic
reviews, and other reporting and governance updates,
during the past 18 months. These included the:
• •
FRC’s Annual Review of Corporate Governance
Reporting 2025
• •
FRC’s UK Corporate Governance Code update,
effective from 1 January 2025
• •
FRC’s 2025 Guidance on the Strategic Report.
We continue to review the division of responsibilities
between our Committee and the Executive Risk
Committee to ensure our effectiveness.
Climate-related reporting and governance
The Committee plays a key role in the governance
ofclimate-related risks and opportunities. We will
continue to oversee ESG initiatives and related reporting
requirements to make sure the Group continues to take
a thoughtful and pragmatic approach to reporting,
compliance and assurance.
Climate disclosures and emissions reporting can be
complex. During 2025, the Committee reviewed the
emerging legislation expected to come into effect over the
near to medium term and the implications for the Group.
This includes the EU Corporate Sustainability Reporting
Directive and UK Sustainability Reporting Standards.
In 2026 we will define and revise key performance
indicators for each material topic as appropriate and
establish a revised sustainability reporting and
assurance framework, for agreement by the
Committee,for the year ending December 2026.
Synthomer plc Annual Report 202591
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Governance report / Audit Committee report continued
Risk management and internal control
environment
Each year, the Board is required to conduct a review of
the effectiveness of the Group’s systems of risk
management and internal control. At our March 2026
meeting, our Committee reviewed management’s
assessment of the key elements of these systems and
confirmed their overall effectiveness.
Our conclusion drew on:
• •
The internal audit programme – approved by the
Committee and completed during 2025 – and
progress in implementing the actions from it
• •
Our programme of risk reviews and discussions with
senior managers and other staff across the Group
throughout the year
• •
Ongoing management assurance – through
Committee papers, and Board and Committee
presentations and discussions – to review the
Group’s key financial controls to ensure they support
our continued growth
• •
The key financial controls questionnaire, which is
completed and signed by each Group operating unit
each quarter
• •
Representations to the CFO from the divisions’
financial and commercial management that the
financial information reported to the Group has been
prepared according to our accounting policies and
that all relevant information has been provided to
prepare the Group’s Annual Report and Accounts.
These representations are made twice a year in line
with our external reporting timetable
• •
Progress on identifying material controls for
compliance with Provision 29 of the updated Code,
which was issued in January 2024.
Effectiveness of material controls
Following publication of the updated Code, preparations
are well underway to ensure compliance with the
requirements of Provision 29 for the year ending
31 December 2026.
Materiality, for the purposes of complying with Provision
29, has been informed by the Group’s principal risks and
risk appetite, as well as by detailed governance and
riskassessments and key controls documentation.
Itconsiders the size, nature and complexity of our
operations as well as the requirements of various
reporting regimes, laws and regulations that we are
obliged to comply with.
We have defined our material controls as those that are
most important to mitigating key risks that threaten the
long-term sustainability of the business, and where a
failure of their effective operation, or a resulting
omission and/or misstatement of information caused
by the control failure, is likely to influence decisions
made by users of the information.
While the Code does not require independent or external
assurance to be obtained, for those material controls
that have the highest impact on the long-term
sustainability of the organisation and that are most likely
to influence decision makers, we engaged a third party
to identify, review and challenge the controls to make
sure they accurately represent our material controls.
An assessment of the strength of current assurance
activities over the material controls has been performed.
The results of this assessment, including identified gaps,
were reported to the Committee in December 2025.
The Internal Audit and Risk Management function
willreview and provide assurance over the design and
effectiveness of material controls, with reporting to
theCommittee for the half-year and full-year position
in2026. These will in effect be dry runs to ensure
compliance with the requirements of Provision 29
forthe year ending 31 December 2026.
Fair, balanced and understandable
In supporting this statement, the Committee oversaw work that included:
• •
Forming a Group-level team of suitably qualified specialists
to coordinate and oversee the preparation of the Annual
Report and Accounts, meeting regularly to ensure
disclosures remained appropriate for all stakeholders and
that drafting progressed as planned
• •
Engaging an external corporate communications and
reporting adviser to assist in drafting, editing and
proofreading the Annual Report
• •
Considering the equal prominence of GAAP and non-GAAP
financial measures presented in the Annual Report
• •
Ensuring that the latest guidance issued by the FRC,
together with other relevant regulatory developments, was
fully considered during the reporting process
• •
The CEO and CFO confirming that, in their opinion, the
Annual Report was fair, balanced and understandable and
that they were not aware of any material misstatements
• •
Requiring certain key contributors, for example divisional
presidents and finance directors, to sign a declaration
confirming the accuracy of their information
• •
Engaging external remuneration consultants to review
and advise on the Directors’ remuneration report
• •
The Vice President, Group Finance compiling an audit
trail for material data underpinning non-financial
information disclosed in the Annual Report
• •
Circulating drafts of the Annual Report to PwC, the Audit
Committee and the Board for review and approval.
The Committee discussed the fair, balanced and understandable statement at our March 2026 Committee meeting and,
inlight of the above, recommended that the Board provided the statement on page 129.
Synthomer plc Annual Report 202592
Internal Audit and Risk Management function
With a reporting line to our Committee Chair, the Vice
President Risk, Audit and Compliance independently
assesses the effectiveness of our internal control and
risk management processes, highlights key issues,
makes recommendations, and monitors how
mitigations and recommendations are being
implemented. Synthomer’s dedicated in-house
InternalAudit and Risk Management function draws
onspecialist resources as required.
At each of our Committee meetings in 2025, we
reviewed progress against the internal audit annual plan
and explored areas needing action. We also reviewed
completed audit reports, looking at recurring themes
that might need Group action and at areas where the
report findings were different from self-assessments.
In December 2025, our Vice President Risk, Audit
andCompliance helped the Board to update our risk
appetite and risk appetite statements, and introduced a
methodology to help the Committee and the Board identify
– and report – risks that may be outside our risk appetite.
Looking ahead to 2026, the Committee approved an
improvement plan in 2025 to better align the sources of
risk and assurance and to improve alignment with the
strategy, for both risk management and internal audit
activities. This improvement plan also ensures the
function has the appropriate resources to deliver the
required improvements.
2025 external audit
The Committee reviewed and recommended to the
Board the continued appointment of PwC as the Group’s
external auditor, approving its remuneration and terms
of engagement for 2025.
PwC presented the strategy and scope of the audit for
the year ended 31 December 2025 at our Committee
meeting in December 2025. These key topics were
discussed:
December 2025 Committee action or outcome
PwC’s audit risk assessment
(pages 131 to 133)
PwC undertook a detailed risk assessment, setting out its view of the significance of
key risks and the potential risk of material misstatement.
Materiality level for
theaudit (page 134)
PwC proposed an audit materiality level of £8.9m, based on 0.5% of revenue. This is
consistent with the approach adopted in recent years, given the recent volatility of
profit levels.
PwC’s audit plan We reviewed the audit coverage and agreed scope (pages 131 to 133) in detail,
agreeing they were appropriate. The Committee noted and approved the continued
high level of coverage and the timetable for the audit to be completed.
PwC’s resources With PwC, we reviewed and discussed its resources – particularly the experience of the
teams covering key overseas territories, given changes to scoping. We held a number of
meetings with the lead audit partner during the year to discuss any changes to resourcing
required.
Audit fee and terms
ofengagement
The Committee reviewed PwC’s fee proposal in light of the risks identified and proposed
scope. We approved the proposed fee of £2.59m – this includes an increase in the
number of overseas statutory audits performed by PwC and an inflationary increase on
2024’s £2.47m fee. The fee is partially offset by other scope changes and identified
efficiencies.
Synthomer plc Annual Report 202593
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Governance report / Audit Committee report continued
At our April 2026 Committee meeting, we discussed these key topics with PwC in relation to the 2025 audit:
March 2026 Committee action or outcome
Confirmation of PwC’s audit plan PwC confirmed that the audit materiality had been revised to £8.7m to reflect
theactual results of 2025.
Audit findings, significant issues
and other accounting judgements
(pages 131 to 137)
These were discussed with PwC and management – the work of the Committee
isdescribed earlier in this report.
Management representation letter The Committee reviewed and approved this.
PwC’s independence and
objectivity, and quality-control
procedures
The Committee evaluated and confirmed PwC’s independence and objectivity,
and quality-control procedures.
During the year, the Committee Chair was in regular discussion with PwC’s lead audit partner to discuss the
progressof the audit. The Committee met PwC without management present after the April 2026 Committee
meeting. No significant issues were raised.
The Committee evaluated the performance and effectiveness of the external auditor in the following ways:
Audit quality – how we reviewed PwC’s performance
External evidence The Committee reviewed the FRC’s 2024/25 Audit Quality Inspection Report, summarising
its findings from an assessment of a selection of PwC audits. The report noted PwC’s
ongoing commitment to high audit quality and well-developed audit culture, with
inspection results showing an improvement on previous years with a high level of audits
meeting the FRCs requirements. Areas for improvement were also outlined, with actions
taken by PwC in response.
Management evidence At our request, management sought feedback from people across the business who were
involved in working with PwC on the year-end financial statements. The feedback was
broadly positive, indicating that PwC had performed its audit well, particularly given lower
levels of materiality. It was noted that the timeliness and communication of the audit plan
and information requests, and consistency and knowledge of the business from the audit
team, was beneficial.
Audit Committee
evidence
The lead audit partner attended all Committee meetings during the year. In assessing
thequality of the audit, the Committee noted the professionalism, pragmatism and
robustness of challenge to management, particularly with regard to judgemental items
and key business risks.
Auditor independence, objectivity and length
ofservice
In addition to our Committee’s annual review of PwC’s
effectiveness, we considered its independence and
objectivity. We concluded that PwC continues to
demonstrate appropriate independence and objectivity.
As part of this review, PwC provided assurances to the
Committee in relation to its independence, including
safeguards implemented, confirmation of compliance
with ethics and independence policies and procedures
by audit-related staff, and confirmation of independence
in respect of non-audit services provided. This included
one-off work done in relation to the bond issuance in
theyear.
PwC has been the Group auditor since 2012 and
successfully re-tendered for the audit in 2016 and
in2024. PwC’s audit partner, Craig Skelton, was
appointed to be the lead partner for Synthomer for
the2024 financial year onwards. Given its tenure as
external auditor since 2012, a new firm will need to
beappointed for the financial years ending
31 December2032 onwards.
The Committee has a clear policy on the provision
ofnon-audit services by the external auditor and has
defined the very limited non-audit services it can
provide, in line with the FRC Ethical Standard. The
Committee also periodically reviews a log of all services
provided by major external audit firms, to ensure the
Company has sufficient options in the case of any future
audit tender.
Synthomer plc Annual Report 202594
Nomination Committee report
This has been a productive year for
theNomination Committee, with the
appointment of two new Independent
Non‑Executive Directors taking up a
significantproportion ofour time.
A changing Board
The Board’s evolution continued this year, with the
Hon. Alexander Catto stepping down as a Non-
Executive Director at our Annual General Meeting in
May 2025, followed by Ian Tyler and Roberto Gualdoni,
who both stepped down in December 2025. I would
like to thank all of them for their long-standing
commitment to Synthomer.
Identifying and appointing Ian and Roberto’s
successors was a significant undertaking for
theNomination Committee, given the breadth
ofexperience both Directors brought to the Board.
TheCommittee appointed Henrok Consulting, an
independent executive search firm, to lead two
parallel searches for Independent Non-Executive
Directors: one to succeed Ian Tyler as Chair of the
Audit Committee in due course, and a second to
further strengthen the Board.
Following market mapping and initial screening, a
longlist of six candidates was identified for each role.
After references were taken, three candidates for each
role were shortlisted and interviewed by the
Committee Chair and relevant Committee Chairs.
Afinal shortlist of two candidates per role then
metwith the full Board.
Having considered the feedback received, the
Committee agreed to recommend Janet Ashdown
for appointment as an Independent Non-Executive
Director and prospective Chair of the Remuneration
Committee, and Jonathan Silver for appointment as
an Independent Non-Executive Director, identifying
him as the successor-designate to the Audit
Committee Chair role in due course.
As a result, the Board appointed Jonathan Silver
andJanet Ashdown as Independent Non-Executive
Directors in July 2025. Both bring considerable
expertise to Synthomer. Janet has significant
experience of general management, primarily in
theprocess and chemicals industries, including
a30-year career at the oil and gas company BP.
Shealso brings expertise in environmental and
sustainability matters. Jonathan, meanwhile, has
significant international experience in finance and
accounting, risk and controls, treasury, investment
management and M&A, having served in a variety of
senior roles, including chief financial officer, during
his 30-year career at the electronics and technology
company Laird plc. Both are also experienced UK
public company non-executive directors.
“ In another year of change,
the Nomination Committee
has worked closely with the
Board to ensure the Company
has the breadth and depth
ofexperience needed to
support and challenge the
Executive Committee.”
Peter Hill, CBE
Nomination Committee Chair
Synthomer plc Annual Report 202595
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Governance report / Nomination Committee report continued
Janet and Jonathan are members of the Audit,
Remuneration and Nomination Committees, with
Jonathan succeeding Ian as Chair of the Audit
Committee and Janet taking on his responsibilities as
our Senior Independent Director. They have settled into
their new roles well, working collaboratively with their
fellow Board and Committee members.
The Nomination Committee worked with both to design
comprehensive induction programmes, including
specific strategy sessions with Synthomer’s divisional
presidents, our M&A team, the Company Secretary and
the Committee Chairs. They also met key functional
teams, including our global SHE experts, and external
advisers. For Jonathan, this included specific sessions
with our auditors. Janet and Jonathan also visited our
site in Harlow, UK, to get a deeper understanding of our
day-to-day operations and to hear directly from some
ofouremployees.
Planning for future Board changes
While I do not anticipate as much Board change in the
coming 12 months, we know that Holly Van Deursen will
reach the end of her nine-year tenure as an Independent
Non-Executive Director in April 2027. Janet will succeed
Holly as Chair of the Remuneration Committee, and the
Nomination Committee will begin the process of
identifying and appointing a new Independent Non-
Executive Director in due course.
As always, Board changes are an opportunity for the
Committee to ensure we have a good mix of skills and
experience. Looking ahead, the Committee will continue
to prioritise strong financial and audit expertise and
proven committee leadership capability, while remaining
attentive to broader experience relevant to complex
transformation environments and emerging areas such
as technology and AI.
Culture and diversity
An important part of the Committee’s work to refresh
Board composition is ensuring that we draw on
candidates from the widest possible pool of skills
andbackgrounds. With Janet’s appointment, we now
meet or exceed the FTSE Women Leaders Review’s
recommendations to maintain at least 40% female
representation on the Board and for at least one of four
key roles – Chair, CEO, Senior Independent Director or
CFO – to be held by a woman. We also fully endorse the
Financial Conduct Authority’s updated Listing Rule
requirements.
Supporting diversity in all its forms, underpinned by an
inclusive culture, is an essential part of how we can drive
greater innovation, and it is why diversity and inclusion
is one of Synthomer’s five strategic pillars. We are
making steady progress in our metrics at all levels of
theCompany, with women now representing 38% of our
Executive Committee and 35% of our senior leadership.
This second figure means we exceeded our 2025
objective of 33%, and the Committee continues to
monitor work towards our Vision 2030 target to have
women represent 40% of senior leadership.
Gender diversity aside, we continue to comply with the
guidance that at least one Board member be from an
ethnically diverse background, and I am pleased to note
that we also exceeded our 2025 objective to have 20%
of senior leaders from ethnically diverse backgrounds,
reaching nearly 22%.
This progress is welcome, but there is always more we
can do. One of the best ways we can ensure it endures
is by making sure our talent pipelines and succession
plans reflect the communities where we live and work.
Agreat example of this is Synthomer’s new Aspire
programme. Designed to help future senior leaders
develop advanced leadership skills (see page 38 for
more information), the programme’s first cohort has
been selected from across the business, representing
abroad mix of backgrounds and experience.
Responding to evaluation feedback
During the 2025 financial year, the Committee reviewed
and discussed the findings and feedback from the
internal Board and Committee effectiveness review
carried out in December 2024. As a result of that
feedback, the Board placed increased emphasis on
succession planning, committee leadership strength
and the overall balance of skills, which directly
informedBoard refreshment activity, including the
scope, sequencing and priorities of the non-executive
director search process undertaken during the year.
In December 2025, the Board and its Committees
undertook a further internal effectiveness review. The
review confirmed that the Board and its Committees
remained effective, cohesive and resilient during a year
of sustained operational and financial challenge, with
strong trust, open debate and disciplined decision
making. The Board noted tangible progress in committee
leadership, information quality and financial oversight,
while identifying targeted development priorities for
2026, including streamlined information flow, enhanced
forward-looking financial analysis, clearer succession
visibility and more structured oversight of innovation.
Reviewing senior level skills
In April 2025, the Nomination Committee participated
inSynthomer’s annual global talent review, receiving
adetailed update from management on succession
coverage, internal pipelines and development priorities
for the Group’s most senior leadership roles. The
Committee discussed the depth and resilience of
thosepipelines, opportunities to strengthen internal
progression and the importance of supporting the
development of future leaders alongside continued
selective external recruitment.
The insights from this review informed the Committee’s
ongoing discussions on succession planning and Board
composition, complementing the non-executive director
search process underway at the time.
Synthomer plc Annual Report 202596
Board and Executive Committee diversity
The following tables provide data on gender identity and ethnic background across our Board and Executive
Committee as at the date of this report. The information was collected on a self-reporting basis.
Number
ofBoard
members
Percentage
of the
Board
Number of senior
positions on the Board
(Chair, CEO, SID, CFO)
Number
in Executive
Committee
Percentage
of Executive
Committee
Men 5 56% 2 5 62%
Women 4 44% 2 3 38%
Not specified/prefer notto say – – – – –
White British or other White
(includingminority‑white groups)
7 78% 3 6 75%
Mixed/multiple ethnicgroups – – – – –
Asian/Asian British 2 22% 1 2 25%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer notto say – – – – –
Looking ahead
The changes on Synthomer’s Board over the past few
years have added significant strength and depth in key
areas, but the challenges and opportunities facing the
business are changing faster than ever. Over the coming
year, the Committee will continue overseeing work to
ensure we have the right range of skills, experience and
capabilities to support the business, with particular
consideration for the skills we will need to replace as the
Board’s composition continues to evolve.
In addition, the Committee will continue to focus
onorderly succession planning at both Board and
seniormanagement level, maintaining a diverse and
high-quality pipeline of potential future leaders, and
ensuring that the Board’s composition remains resilient
as the business navigates an extended period of
strategic and financial change. The Committee will also
oversee preparation for the externally facilitated Board
effectiveness review scheduled for 2026, to ensure it is
informed by recent developments and is suitably
forward-looking.
Peter Hill, CBE
Nomination Committee Chair
30 April 2026
Synthomer plc Annual Report 202597
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report
Directors’ remuneration report: introduction from the Chair
We have comprehensively reviewed our
Directors’ remuneration policy, to make sure
that it continues to support the delivery of our
business strategy and that it considers the
interests of all our stakeholders.
We strive to maintain the balance between rewarding
our executives in challenging market circumstances
– as they continue to deliver our strategy against
significant headwinds – and aligning that reward
withstakeholder experience.
2025 performance
This has been another challenging year for
Synthomer, with ongoing weak demand across
manyof our markets. Against this backdrop, we have
continued our focus on delivering our strategy, and on
developing and investing in differentiated, speciality
products, which together have led to increased
EBITDA margin. We have expanded our self-help
cost-reduction programmes and focused on strong
operational execution and positive cash generation.
2025 incentive outcomes
Our Executive Directors continue to deliver resilient
results in difficult market conditions. We have made
progress on EBITDA margin as a result of driving our
strategy and have maintained positive operating cash
and debt levels that are well within our covenants.
This is a testament to the management team who
have delivered resilient results despite the ongoing
market headwinds, and who have maintained strong
operational performance while implementing
significant cost-reduction programmes.
Once again, when considering the appropriate level
of reward, the Committee has reflected on the level
of challenge faced by the management team in
delivering these results, balanced with the experience
of all our stakeholders.
Annual bonus
The 2025 annual bonus plan was designed to reward
delivery of our key financial metrics: EBITDA and
operating cash. Cash was reintroduced as a metric
for 2025 (with a 20% weighting) to reflect the
importance of generating positive cash and reducing
costs in a challenging environment. The remainder
ofthe bonus was based on personal strategic
objectives linked toongoing business transformation
and on SHE measures aligned to our ongoing
commitment to safety.
“ We strive to maintain the
balance between rewarding
our executives in challenging
market circumstances and
aligning that reward with
shareholder experience.”
Holly Van Deursen
Remuneration Committee Chair
Synthomer plc Annual Report 202598
Performance of our main financial metric, EBITDA,
didnot meet the targets set at the beginning of the
yearbecause of difficult market conditions; however,
themanagement team delivered a strong operating
cash outturn. The Committee recognised that the
management team has maintained focus on the
keyaspects of delivering the business strategy, in
particular, the focus on higher-margin speciality
products, improving reliability and delivering cost
savings. In addition, the sale of William Blythe was
successfully delivered and operational cash optimised.
This was reflected in the 10% awarded to both Executive
Directors for their personal performance.
The continued focus on health and safety also delivered
an outturn of 5% of the overall bonus.
When determining the annual bonus plan outcome,
ourCommittee considered the achievements of
themanagement team in a challenging market
environment – delivering resilient financial results,
optimising operational cash and successfully divesting
William Blythe – balanced with the experience of other
stakeholders, including the wider workforce, and
affordability.
As a result, and taken in the round, discretion was
applied to reduce the formulaic outturn of 35% of
maximum to 15%. The management team and
theCommittee both considered this to be a fair
resultforthe year, which effectively balances all
stakeholder interests.
Performance Share Plan (PSP)
The earnings per share (EPS), total shareholder return
(TSR) and leverage metrics for the 2023 PSP, based on
the three-year performance to 31 December 2025, did
not achieve the threshold level set when the awards
weremade.
The new and protected products (NPP) ratio and carbon
reduction metrics exceeded the maximum levels set by
the 2023 PSP.
The additional PSP award of 50% of salary made to
theExecutive Directors in 2023 did not achieve the
threshold level, which was upper-quartile relative
TSRperformance.
We considered that the overall outturn of 20% was fair
and did not apply any discretion.
Directors’ remuneration policy
Our Committee spent significant time in the year
reviewing the existing remuneration policy, which was
approved by shareholders at the 2023 AGM. We focused
on whether the existing policy remained fit for purpose
in terms of supporting the delivery of our business
strategy while appropriately rewarding our Executive
Directors in the current difficult market conditions.
We particularly considered potential alternative
long-term incentive plan designs and metrics, given the
low vesting levels during the term of the current policy
– and despite the management team taking decisive
action in challenging circumstances. We also
considered the experience of our stakeholders over the
same period and the feedback we have received from
them over the past 12 months.
On balance, we decided that the current policy, including
the incentive design, remains motivational for our
management team – and that with a focus on improving
financial performance, aligns closely with the
expectations of our wider stakeholders. So, we are not
proposing any substantive changes to the policy, other
than removing the requirement for deferral of one third
of bonus into shares for Executive Directors once their
shareholding requirements have been met. See pages
103 to 112 for more details.
Performance measures for 2026 incentives
Our short-term and long-term incentive opportunities
remain at the same levels as 2025.
Annual bonus
In 2025 we reintroduced operating cash (20% weighting)
as a financial metric, alongside EBITDA (60% weighting),
reflecting feedback from our stakeholders on the
importance to them of improving operational cash
generation. As part of the remuneration policy review,
our Committee considered whether these two metrics
remain the most appropriate, taking into account the
business imperatives for 2026.
However, we also considered it necessary to introduce
aspecific metric aligned to the strategic focus for the
year. We will add a strategic financial objective at 10%
weighting, while reducing the operating cash metric to
10% to accommodate this. EBITDA will stay at 60%
weighting. Our Committee believes this approach
appropriately incentivises and rewards management for
making the critical strategic decisions that will generate
future value creation.
The 2026 measures will continue to include a small
weighting for non-financial metrics – with 10% for
achieving SHE objectives and up to 10% for achieving
strategic personal objectives – aligned to the delivery
ofour strategy.
Synthomer plc Annual Report 202599
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Governance report / Directors’ remuneration report continued
PSP
In looking at the design and metrics for our long-term
incentive plan as part of the policy review, we concluded
that the current design remained the best fit for all
stakeholders for 2026, with the metrics intended to be
broadly aligned with those used in the prior year.
However, given the continued significant share price
volatility and the debt refinancing process, the
Committee determined that it was not appropriate to
proceed with the 2026 grants at this time, because these
conditions presented material challenges to granting
awards and setting meaningful targets. So, full details of
the approach to the award – including final confirmation
of the approach to performance metrics, weightings and
targets – will be disclosed at the time of grant.
When the 2026 grants are made, we intend to maintain
the primary incentive award for the CEO at 200% of base
salary and for the CFO at 150%, with the opportunity
toreceive an additional 50% of base salary under the
additional PSP award. The additional PSP award of 50%
of base salary will continue to be based wholly on more
challenging relative TSR targets. This award will continue
to use the FTSE 250 (excluding investment trusts) as
acomparator group and will only start to vest for
achieving upper-quartile performance, with maximum
vesting achieved at upper decile to align the Executive
Directors’ reward with our stakeholders’ experience.
The Committee retains discretion to review the level of
payout award at the end of the vesting period, and to
scale back vesting if, at that time, we consider that the
outcome does not align with shareholder and wider
stakeholder experience during the period.
Wider workforce reward
The Committee considers the context of the wider
workforce reward programmes when making decisions
on executive remuneration, looking to align salary
increases and performance metrics where practical.
Wealso reviewed how incentive metrics aligned across
the organisation to make sure they reflect our business
priorities and provide line of sight to our key financial
metrics for all employees. This has resulted in the
introduction of a cash metric in the bonus plan for
thewider workforce in 2026.
When determining increases for senior management,
our Committee considered the percentage pay increases
awarded to levels below the Executive Committee. As a
result, we have chosen to adjust our Executive Directors’
base salaries by 2.5% relative to 2025 levels. These
increases are in line with the average increase for the
UKmanagement population.
Committee changes
Jonathan Silver and Janet Ashdown joined the Board on
1 July 2025 and became members of the Remuneration
Committee from the same date.
Looking ahead
Our Committee continues to work effectively together,
with robust discussions on the Directors’ remuneration
policy in 2025 and a specific deep dive into incentive
design. As markets continue to be volatile, the same
challenges remain for the Committee in 2026: to provide
motivating rewards for Executive Directors while
aligning with stakeholder expectations.
Holly Van Deursen
Remuneration Committee Chair
30 April 2026
Synthomer plc Annual Report 2025100
Remuneration at a glance
Here we highlight the performance and
remuneration outcomes for the year ended
31 December 2025. More detail is provided
intheannual report on remuneration from
pages113 to 126.
Policy for Executive Directors
The current Directors’ remuneration policy was
approved in 2023, so is due to be renewed at the
AGMinJune 2026.
During its meetings in 2025, the Remuneration
Committee discussed the important role the policy
plays in supporting delivery of Synthomer’s strategy
inchallenging industry conditions. We considered
anumber of changes, specifically around incentive
design. On balance, however, we felt that the current
policy was broadly the most appropriate to reward
performance and motivate the management team –
while aligning with stakeholder interests – in the current
difficult climate in the chemicals industry. That means
the proposed policy is substantially the same as the
current policy, with a minor change related to bonus
deferral once shareholding requirements have been
met, and some other small changes to align to investor
guidelines and current best practice. The full proposed
policy is set out on pages 103 to 112.
Remuneration type
  Base salary
  Benefits
  P e n s i o n
  Annual bonus
  Performance Share Plan (PSP)
 Shareholding requirements
Base salary
Generally reviewed each year. Salary increases will usually be awarded in line with the average increase for the UK
management population. Base salaries were increased by 2.5% from 1 January 2026, in line with the average
increase awarded to the UK management population. Salaries at 1 January 2026 are:
Michael Willome £740,810 Lily Liu £501,471
Benefits
Include private health insurance, life insurance, car allowance and costs related to business moves (relocation) or
international assignments. The CEO also receives a housing allowance.
Pension
Cash allowance of 7% of base salary for the CEO and CFO, which is aligned with that of the UK workforce.
Annual bonus (audited)
Maximum up to 150% of base salary. At least 70% assessed against financial metrics (80% in 2025), with up to 30%
assessed against strategic and operational measures (20% in 2025). Awards in relation to financial performance of:
20%
of maximum for threshold
50%
of maximum for target performance
100%
of maximum for out-performance.
The Committee determines performance against strategic individual objectives in the round, taking into account
performance against objectives set and each executive’s overall contribution. A proportion of the bonus earned is
deferred into shares for two years, until the shareholding requirement is reached. For current Executive Directors,
this is one third of any bonus.
Performance Share Plan (PSP)
Shares awarded may not exceed 250% of salary (primary award 200%, additional award 50%).
Vesting based on performance over three years. For the primary award, at least 70% based on financial measures
and up to 30% on strategic and sustainability performance measures linked to delivering the business strategy.
There is a two-year post-vesting holding period requirement. For the additional PSP award, relative TSR will be
thesingle performance metric, with threshold vesting for upper-quartile performance and maximum vesting at
upper-decile performance.
Maximum of 25% for each element will vest for threshold performance.
Shareholding requirements
CEO 220% and CFO 200% of base salary.
Requirements expected to be built up over five years.
Synthomer plc Annual Report 2025101
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Governance report / Remuneration at a glance continued
Our key principles for Executive
Directors’remuneration
At Synthomer, our key principles for Executive Directors’
remuneration are that it:
• •
Should be clear and simple with maximum award
levels being clearly defined
• •
Is sufficient to attract and retain Executive Directors
of the ability and expertise necessary to achieve the
strategic goals of the Company
• •
Incentivises Executive Directors by rewarding
performance and driving the right behaviours while
ensuring appropriate safeguards are in place to
mitigate risk
• •
Aligns Executive Director reward with the experience
of stakeholders.
As well as considering the reward, incentives and
conditions of employees throughout the Group when
looking at the remuneration of Executive Directors and
senior management, the Committee also considers
corporate governance requirements and best practice
interms of remuneration structures and the process of
setting executive remuneration.
The Committee reviews performance targets regularly
to make sure they do not encourage or motivate
inappropriate risk-taking. When assessing performance,
the Committee will also, when necessary, consider any
ESG events and the Audit Committee’s reviews of the
effectiveness of internal controls and risk management.
Incentive outturns
Annual bonus
Actual performance against the three annual bonus metrics are set out below.
Weighting Threshold Target Maximum Actual Bonus
EBITDA
60%
Threshold £141.4m
Target £157.1m
Maximum £172.8m
£136.5m 0%
Operating cash
20%
Threshold £67.6m
Target £75.1m
Maximum £82.6m
£109.6m 20%
SHE – OSHA incidents 5% 0.20 0.15 5%
SHE – Process safety 5% 0.20 0.25 0%
Individual strategic
andoperational goals
10% 10% 10%
Total bonus
as a % ofmaximum before
discretion applied
100% 35%
Total adjusted bonus
as a % of maximum after discretion applied
15%
PSP 2023 award
Actual performance against the five elements of the PSP are set out below.
Weighting Threshold Maximum Actual PSP
Relative TSR
20%
Median quartile
Upper quartile
below
median
0%
EPS growth
(targets restated post share
consolidation and rightsissue)
30%
61.8p
72 .1p
-37.2p 0%
Leverage ratio
(Group net debt/adjusted EBITDA)
30%
3x
2x
4.7x 0%
NPP 10% 14% of 2025 sales volume tocome
from new products launched in the
five years to December 2025
21% 23.8% 10%
Carbon reduction 10% 20% reduction in CO
2
emissions
compared with2019 baseline
30% 32.1% 10%
Total outcome 100% 20%
Synthomer plc Annual Report 2025102
Proposed new remuneration policy
Summary of proposed changes to the Directors’
remuneration policy
As outlined in the Chair’s introduction, we have made
nomaterial changes to the Directors’ remuneration
policy for 2026. The one change we are proposing to
thecurrent 2023 policy is to remove the requirement
todefer a portion of an Executive Director’s annual
bonus into shares once they have met their
shareholding guideline.
Setting out the Directors’ remuneration policy
for2026
The proposed policy for 2026 (proposed policy), which
is intended to replace the policy shareholders approved
at the 2023 Annual General Meeting (current policy), is
subject to a binding vote by shareholders at the Annual
General Meeting on 22 June 2026. If approved, it will
come into effect from that date and is intended to apply
until the 2029 Annual General Meeting.
The Remuneration Committee undertook a thorough
review of Directors’ remuneration arrangements and
determined that the current policy was broadly fit for
purpose. Only one change is proposed, which is to
remove the requirement for annual bonus deferral once
the Executive Directors have met the shareholding
guideline. Once an Executive Director has met their
guideline, the Committee believes they are already
wellaligned with the interests of shareholders and
incentivised to make sustainable long-term decisions –
so deferring a portion of the annual bonus is no longer
required to achieve this goal. We have also proposed
some minor amendments to the wording of the current
policy to align with best practice.
In determining the proposed policy, the Committee
followed a robust process, which included discussions
about its content at Remuneration Committee meetings
during the year. The Committee considered input from
management and our independent advisers, as well as
best practice and guidance from major shareholders,
proxy agencies and institutional investor representative
bodies. We have also consulted with major shareholders
on our proposed policy. While we did not consult
specifically with employees on this proposed policy
forexecutive remuneration, we considered general
feedback provided through our designated employee
Non-Executive Director.
Synthomer plc Annual Report 2025103
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Governance report / Proposed new remuneration policy continued
The proposed policy in detail
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Base salary Supports the recruitment
and retention of Executive
Directors.
Reflects the individual’s
skills, experience,
performance and role within
the Company, and its size
and complexity.
The Committee reviews salary levels at
appropriate intervals.
When reviewing salary levels, the Committee
considers:
• •
The individual’s skills, experience and
performance
• •
The size and scope of therole
• •
Pay of the wider workforce
• •
Pay at companies of similar size, complexity
and international scope
• •
Any other relevant factors.
There is no overall maximum for
salary opportunity or increases.
Salary increases will normally be in
line with or below the increases
awarded to the wider workforce.
Larger increases may be made under
certain circumstances, including, but
not limited to:
• •
An increase in the scope and/or
responsibility of the individual’s role
• •
The development of the individual
within the role
• •
Alignment to market levels
• •
Material change in market practice
• •
Significant change in the size and
complexity of the organisation
• •
Corporate events such as a
significant acquisition or Group
restructuring that affects the scope
of the role
• •
Other exceptional circumstances.
For 2026, Executive Director
salariesare:
• •
M Willome: £740,810
an increase of 2.5%
• •
L Liu: £501,471
an increase of2.5%.
None, although individual and
Company performance are
considered when looking at
salary increases.
Synthomer plc Annual Report 2025104
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Benefits Provided to support the
retention and recruitment
ofExecutive Directors.
Benefits to Executive Directors may include
private health insurance, life insurance and
afully expensed car or car allowance. The
Committee has the discretion to review the
benefits provided and may remove benefits
orintroduce other benefits if it considers it is
appropriate to do so.
Where Executive Directors are required to
relocate on a permanent or temporary basis,
the Committee may offer additional benefits
– either on a one-off or ongoing basis – or vary
benefits according to local practice.
Expenses incurred may be reimbursed or paid
for directly by the Company, as appropriate,
including any tax due on the expenses.
Executive Directors may participate in any
all-employee share schemes or other benefit
arrangements on the same basis as other
employees.
There is no overall maximum for
benefits, because the cost of
insurance benefits may vary from
year to year depending on individual
circumstances, and the level of any
relocation benefits, allowances and
expenses will depend on the specific
circumstances.
None.
Pension Provide a competitive level
ofretirement benefits to
support the retention and
recruitment of Executive
Directors.
Executive Directors are eligible to participate
inthe Group personal pension plan.
Executive Directors may receive payments in
whole or part as a cash allowance, which they
may use either in conjunction with that plan
and/or to enable them to make their own
arrangements.
A maximum percentage of base
salary aligned to the pension
contribution rate available for
themajority of the UK workforce
(currently 7% of basesalary).
None.
Synthomer plc Annual Report 2025105
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Governance report / Proposed new remuneration policy continued
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Annual bonus Incentivises the delivery of
financial, strategic and
operational objectives
selected to support our
business strategy within
theyear.
The Committee will determine performance
targets for each performance period and
assess performance against these targets
following the end of the performance period.
If an Executive Director has not met their
shareholding guideline, then two thirds of the
bonus will normally be delivered in cash with
one third of the bonus deferred into shares
fortwoyears.
If an Executive Director has met their
shareholding guideline, then their entire annual
bonus will normally be delivered in cash.
The Committee may, at its discretion, adjust
annual bonus payments, if it considers that
theoutcome is not appropriate or does not
reflect the underlying financial or non-financial
performance of the participant or the Group
inthe relevant period – or, that such a payout
level is not appropriate in the context of
circumstances that were unexpected or
unforeseen when the targets were set. When
deciding this, the Committee may take into
account other factors it considers relevant.
The Committee may reduce, cancel and/or
forfeit the payment of annual bonus, including
in the circumstances of serious misconduct,
ifthere are circumstances giving rise, or that
could give rise to material reputational damage
to the Group, or if there has been a material
misstatement of the Group or any member
ofthe Group’s financial statements, or if
therehas been an error in determining a
performance condition or other condition,
orinthe event of a corporate failure.
The Committee may reduce, cancel or clawback
deferred bonus awards normally upto three
years after grant in the same circumstances as
set out above for the reduction of the annual
bonus. The Committee considers the malus and
clawback timeframes to be a reasonable period
over which incentive pay should remain at risk.
The maximum opportunity in
respectof a financial year is
upto150% of salary.
For 2026, the bonus opportunity
willbe:
• •
M Willome:
150% of salary
• •
L Liu:
150% of salary.
Normally, a minimum of 70%
of awards are subject to
financial measures, such as
EBITDA and other relevant
financial metrics.
A maximum of 30% of awards
are subject to strategic and
operational measures,
including personal objectives.
For 2026 awards, performance
measures will be 60% EBITDA,
10% Group operating cash,
10% Strategic financial
objectives, 10% SHE
objectives, and 10% personal
strategic and operational
objectives.
The award for threshold
performance is normally
20%of maximum.
The award for target
performance for the financial
measures is normally 50%
ofmaximum.
Normally, strategic, personal
and SHE targets are set as
single binary targets.
Synthomer plc Annual Report 2025106
Element Purpose and link to strategy Operation Maximum opportunity Performance measures
Performance
SharePlan
Incentivises Executive
Directors to deliver sustained
performance and sustainable
returns for shareholders over
the longer term.
The vesting of awards is conditional on the
Group’s performance against long-term
targetsover a performance period that
willnormally be at least three years.
The Committee may adjust the extent to
whichan award may vest if it considers that
the outcome is not appropriate, including
whenconsidering the underlying financial or
non financial performance of the Group or any
member of the Group, business area or team,
the performance, conduct or capability of the
participant, the impact of any material safety,
health or environmental incident or otherwise
which gives rise to material reputational
damage to the Group, the experience of
stakeholders, corporate failure or
windfallgains.
The Committee may lapse an award in
circumstances where the participant is
summarily dismissed or leaves in
circumstances where the participant’s
employer would have been entitled to
summarily dismiss them.
The Committee may reduce, cancel or claw
back awards up to three years after vesting
inthe same circumstances as set out in the
annual bonus section of this policy table.
Vested awards are subject to a holding period
post-vesting of an additional two years.
The value of shares awarded to an
individual in respect of any one year
may not normally exceed 250%
ofsalary.
For 2026, the present intention is
thatannual awards to current
Executive Directors are:
• •
M Willome:
250% of salary, comprising
aprimary award of 200% and
anadditional award of50%
• •
L Liu:
200% of salary, comprising
aprimary award of 150% and
anadditional award of50%.
• •
For the primary PSP award,
at least 70% based on
financial measures. This
may include TSR, EPS,
Return on Invested Capital
(ROIC) or any other measure
the Committee considers
appropriate.
• •
Up to 30% based on
strategic and sustainability
performance measures.
• •
The additional PSP award
of50% of base salary will
beentirely based on relative
TSR, with threshold vesting
beginning at upper quartile
performance and maximum
vesting at upper decile.
A maximum of 25% of each
element will vest for threshold
performance.
Shareholding
guidelines during and
post-employment
The Company operates shareholding guidelines for Executive Directors to strengthen the alignment between their interests and those of our shareholders.
The CEO and CFO will be expected to build interests in shares of at least 220% and 200% of salary, respectively, within five years of appointment.
Executive Directors who step down from their role will normally be expected to maintain their minimum shareholding (or actual shareholding, if lower)
for the first 12 months after leaving the Board, and 50% of their minimum shareholding (or actual shareholding, if lower) for the next 12 months. The
Committee has the discretion to waive this guideline if it is not considered appropriate in the specific circumstances.
Provisions to withhold or recover sums paid under incentives are detailed in the table above and the relevant governing plan rules and award terms. No other elements of
remuneration are subject to recovery provisions.
Synthomer plc Annual Report 2025107
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Governance report / Proposed new remuneration policy continued
Applying the policy
The Committee reserves the right to make any
remuneration payments and/or payments for loss of
office (including exercising any discretions available to it
in connection with such payments) notwithstanding that
they are not in line with the proposed policy set out in
the previous table where the terms of the payment were
agreed (i) before the proposed policy came into effect,
provided that the terms of the payment were consistent
with any applicable shareholder-approved Directors’
remuneration policy in force at the time they were
agreed or were otherwise approved by shareholders;
or(ii) at a time when the relevant individual was not a
Director of the Company (or other persons to whom
theproposed policy applies) and, in the opinion of the
Committee, the payment was not in consideration for
the individual becoming a Director of the Company or
such other person. For these purposes, ‘payments’
includes the Committee satisfying awards of variable
remuneration and, in relation to an award over shares,
the terms of the payment are ‘agreed’ no later than the
time the award is granted.
The Committee may make minor adjustments to the
proposed policy (for regulatory, exchange control, tax or
administrative purposes or to take account of a change
in legislation) without obtaining shareholder approval for
that amendment.
Awards granted under the PSP may:
a Be granted as conditional share awards or nil-cost
options or in such other form that the Committee
determines has the same economic effect
b Have any performance conditions applicable to them
changed by the Committee if an event occurs that
causes the Committee to reasonably consider it
appropriate to do so
c Incorporate the right to receive an amount equal to
the value of dividends that would have been paid on
the shares under an award that vests up to the time
of vesting – or, where the award is subject to a
holding period, release. This amount may be
calculated assuming that the dividends have
beenreinvested in the Company’s shares on a
cumulative basis
d Be settled in cash at the Committee’s discretion.
ForExecutive Directors, this provision will only be
used in exceptional circumstances, such as where
for regulatory reasons it is not possible to settle
awards in shares
e Be adjusted in the event of any variation of the
Company’s share capital or any demerger, delisting,
special dividend or other event that may materially
affect the Company’s share price.
Deferred bonus shares may be granted as conditional
share awards in line with the rules of the Deferred share
bonus plan.
Performance measures and targets
Annual bonus
The annual bonus performance measures are chosen to
provide an appropriate balance between incentivising
Executive Directors to meet financial targets for the year
and to deliver specific strategic and operational goals.
The balance allows the Committee to effectively reward
performance against key elements of our strategy.
The Committee sets the bonus targets each year to
ensure that Executive Directors are appropriately
focused on the key objectives for the next 12 months.
Targets are set by reference to the Company’s
businessplan.
Performance Share Plan
The performance measures under the PSP are set to
align with the long-term strategy of the Company and
long-term value creation for shareholders. Measures for
2026 awards may include:
• •
EPS – reflecting the financial performance of the
Company. The Committee sets targets to be
appropriately stretching, with regard to a number of
internal and external reference points generally using
previous years’ EPS as a base for growth
• •
Reduction in leverage, which addresses a current
primary concern for shareholders
• •
Relative TSR – reflecting the Company’s ultimate
delivery of value to shareholders. The Committee
considers that this promotes alignment between the
interests of Executive Directors and the shareholder
experience. Relative TSR will be in two bands:
threshold-to-maximum payouts being median to
upper quartile for the primary award, and upper
quartile to upper decile for the additional PSP awards
Synthomer plc Annual Report 2025108
• •
ESG and/or strategic measures directly incentivising
management to deliver the Company’s key ESG and
strategic priorities.
The Committee considers that this performance
framework represents an appropriate and balanced
basis on which to measure the performance of
theCompany.
Difference in policy for Executive Directors and
otheremployees
The remuneration policy for our Executive Directors is
designed according to the same principles that underpin
remuneration for the wider employee population, and
this was taken into account when revising the current
policy. The wider workforce also participates in
performance-based incentives. Throughout the Group,
base salary and benefits levels are set according to the
prevailing market conditions. Differences between
Executive Director pay policy and other employee pay
reflect the seniority of the individuals, the prevailing
market conditions and the corporate governance
practices for Executive Director remuneration. The key
difference in policy is that, for Executive Directors, a
greater proportion of total remuneration is based
onincentives.
Non-Executive Directors’ fees
Non-Executive
Directors’ fees
The Board reviews Non-Executive Director fees at appropriate intervals. When reviewing fee
levels, the Board may consider the scope and time commitment of the role, the skills and
experience of the individual and the fee levels at other companies. Non-Executive Directors
donotparticipate in determining their own fees.
Non-Executive Directors may receive a base fee for Board membership, plus additional fees
forchairing Board Committees, or for being a member of a Board Committee or the Senior
Independent Director. Additional fees may be paid to reflect additional Board or Committee
responsibilities or time commitment as appropriate.
Expenses incurred in performing Non-Executive Director duties for the Company may be
reimbursed or paid for directly by the Company, as appropriate, including any tax due on
theexpenses.
Non-Executive Director fees are normally paid in cash but may be delivered in shares.
Non-Executive Directors do not participate in incentive arrangements or receive pension or
benefits. Non-significant additional benefits may be introduced if considered appropriate.
Chair’s fees The Committee reviews Chair fees at appropriate intervals. When reviewing fee levels, they may
consider the scope and time commitment of the role, the skills and experience of the individual
and the fee levels at other companies. The Chair does not participate in determining the fee level.
Expenses incurred in performing duties for the Company may be reimbursed or paid for directly
by the Company, as appropriate, including any tax due on the expenses.
The Chair does not participate in incentive arrangements or receive pension or benefits.
Non-significant additional benefits may be introduced if considered appropriate.
Total fees to Non-Executive Directors, including the Chair, operate within the cap defined in the Articles of
Association, which is currently £750,000 a year.
Synthomer plc Annual Report 2025109
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Governance report / Proposed new remuneration policy continued
Group Chief Executive – Michael Willome Chief Financial Officer – Lily Liu
Minimum
Total £998,626Fixed pay
100%
Total £556,737Fixed pay
100%
In line with
expectations
PSPAnnual Bonus
Total £2,295,043Fixed pay
32%24%44%
Annual Bonus
Total £1,434,311Fixed pay
35%26%39%
PSP
Maximum
Annual Bonus PSP
Total £3,961,866Fixed pay
47%28%25%
Annual Bonus
Total £2,311,886Fixed pay
43%33% 24%
PSP
Maximum
+ 50% share
price growth
Annual Bonus
Total £4,887,878Fixed pay
57%23% 20%
PSP Annual Bonus
Total £2,813,357Fixed pay
54%26%20%
PSP
Fixed
Base salary 2026 M Willome: £740,810 L Liu: £501,471
Pension 2026
1
M Willome: £51,857 L Liu: £35,103
Benefits 2025
2
M Willome: £205,959 L Liu: £20,163
Variable
Component Minimum In line with expectations Maximum Maximum + 50% share price growth
Annual bonus 0% of maximum 50% of maximum M Willome: 150% of salary
L Liu: 150% of salary
Same as maximum
PSP
3
0% vesting 40% vesting
4
38% vesting
4
M Willome: 250% of salary
5
L Liu: 200% of salary
5
Maximum plus 50% share
price growth
1 Value of cash supplement for 2026.
2 Taxable value for annual benefits provided in 2025, as disclosed in the single figure.
3 The value for the PSP is based on the face value of annual awards under the proposed policy and base salaries for 2026. The calculation excludes share price growth or dividends
during the performance period other than where stated.
4 Being 50% of the primary award and 0% of the additional award.
5 Comprising a primary award of 200% of salary and an additional award of 50% of salary for the CEO, and 150% and 50% for the CFO.
How we would apply the
proposedpolicy
The following charts illustrate the
different elements of the Executive
Directors’ remuneration under four
different performance scenarios:
minimum, in line with expectations,
maximum and maximum plus 50% share
price increase. The assumptions used
are provided below the charts. The
illustrations are based on annual bonus
awards for 2026 and PSP awards to be
granted in 2026.
Synthomer plc Annual Report 2025110
Recruitment policy
Executive Directors
The Committee considers the following principles when
agreeing the components of a remuneration package
for a new Executive Director:
• •
Base salary will be set considering the principles set
out in the table on page 104 and may be set at a
higher or lower level than the previous incumbent.
Where a base salary is set to be lower, it may be
subject to larger increases in the initial years of
appointment. Pension arrangements for any external
recruit as an Executive Director will be as set out in
the same table. Other benefits will be provided in line
with the policy for existing Executive Directors
• •
The Committee may, on appointing an Executive
Director, need to ‘buy out’ remuneration
arrangements or other contractual entitlements
forfeited as a result of joining the Company. Any
buy-out will consider the terms of the arrangements
– for example, form of award, performance conditions
and timeframe – being forfeited. The form of any
award would be determined at the time and the
Committee may, if necessary, make use of LR 9.3.2
of the Listing Rules (for the purpose of buy-out
awards only). The overriding principle will be that any
replacement buy-out awards will, in the Committee’s
opinion, be on a broadly like-for-like basis
• •
The maximum variable pay opportunity on
recruitment (excluding buy-outs) is 400% of salary,
consistent with the maximums in the policy table on
pages 106 to 107
• •
Performance measures for awards in the first year of
appointment may be subject to different performance
conditions as determined by the Committee
• •
If an Executive Director is required to relocate, the
Committee may offer additional benefits – either on
a one-off or ongoing basis – or vary benefits
according to local practice.
Other
For interim positions, a cash supplement may be paid
rather than salary – for example, a Non-Executive
Director taking on an executive function on a
short-termbasis.
Where an executive is appointed from within the
Company, the normal policy of the Company is that any
legacy arrangements would be honoured in line with the
original terms and conditions, and that they would be
appointed on a new service contract. Similarly, if an
Executive Director is appointed following the acquisition
or merger with another company, legacy terms and
conditions would be honoured.
Non-Executive Directors and Chairs
When appointing a new Non-Executive Director or Chair,
remuneration arrangements will be in line with the
principles detailed in the table on page 109.
Service contracts
The current contracts in place for Executive Directors are:
Director Date of contract
M Willome 22 June 2021
L Liu 25 November 2021
There is no unexpired term because the Executive
Directors’ contracts are on a rolling basis. Save in
circumstances justifying summary termination, the
notice period for each of the above contracts is one
year. Service contracts for new Executive Directors will
be limited to 12 months’ notice. The Company may, at
the Committee’s discretion, make a payment in lieu of
notice equal to the salary, pension contributions and
contractual benefits that would have been paid during
any unworked notice period. This payment may be
made at the Committee’s discretion as a lump sum or
monthly instalments, and may be subject to mitigation
ifthe Director finds an alternative position during the
notice period.
The Executive Directors are also entitled to 25 working
days’ holiday, plus public holidays, each calendar year.
All Non-Executive Directors are appointed in writing.
Letters of appointment do not include entitlement to
participate in the Company’s share incentive plans or
any other of its employee benefits, and do not currently
have a notice period. The Company may add a notice
period of no more than three months. The Non-
Executive Directors are subject to annual re-election.
There is no right to compensation for loss of office if
they are not re-elected or if the Company terminates the
appointment because the Non-Executive Director has
accepted a position with another company without prior
Board approval and that the Board reasonably considers
this likely to give rise to a material conflict. In the event
that a notice period is included in letters of appointment,
the Company reserves the right to make a payment in
lieu ofnotice.
Directors’ service contracts and letters of appointment
are available for inspection at the Company’s registered
office during normal business hours and will be available
at the Annual General Meeting.
Policy on payment for loss of office
The Committee considers a number of factors
whendetermining leaving arrangements for an
Executive Director.
• •
Where either party gives notice of the termination of
an Executive Director’s employment, the Committee
may make a payment in lieu of notice of any
unworked notice period. Other than this provision –
the obligation to pay accrued but untaken holiday,
and those outlined in the table on page 112 regarding
bonus and the PSP – service contracts make no
provision for pre-defined compensation on
termination.
Synthomer plc Annual Report 2025111
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report / Proposed new remuneration policy continued
• •
The Committee reserves the right to make any other
payments in connection with a Director’s cessation
of office or employment where the payments are
made in good faith in discharge of existing legal
obligations, or by way of damages for breach of
suchan obligation, or by way of a compromise or
settlement of any claim arising in connection with
the cessation of the Director’s office or employment.
Any such payment may include, but is not limited to,
paying any fees for outplacement assistance and/or
the Director’s legal or professional advice fees in
connection with their cessation of office or
employment.
• •
The Committee may award an annual bonus for
leavers in particular circumstances. Any bonus would
normally be subject to performance and time
pro-rating and would not be made in circumstances
of poor performance. Any such bonus may be paid
wholly in cash.
• •
On ceasing employment, the Executive Director will
retain any deferred bonus shares, and the deferred
period will normally continue to the original release
date. For Executive Directors who are appointed to
the Board after the date that the current policy came
into effect, any deferred shares would normally be
forfeited for ‘bad leavers’. ‘Good leavers’ (as defined
under the PSP) would be entitled to retain their
deferred shares, which would vest on the normal
date, unless the Committee determines otherwise.
• •
The treatment of outstanding PSP awards is
governed by the PSP rules, under which Executive
Directors may currently hold awards in the form of
share options or conditional rights to receive shares.
If an individual leaves holding vested PSP awards
that are still subject to a holding period, the
underlying shares will either be released at the end
ofthe original holding period, or at an earlier date
determined by the Committee.
Where an award is made for the purpose of recruitment
– for example, a buy-out award – then the leaver
provisions would be determined at the time of award,
having regard to the circumstances of the recruitment,
the terms of awards being bought out and the principles
for leavers in the current policy.
In the event of a change of control of the Company, the
Committee will determine the extent to which unvested
awards will vest after taking into account all relevant
factors at the time, including the extent to which any
performance conditions have been achieved and the
period of time that has elapsed from the award date to
the date of the relevant event.
In the event of a demerger, special dividend or other
similar event that, in the Committee’s opinion, would
materially affect the market price of shares, the
Committee may allow PSP awards to vest or deferred
bonus shares to release on the same basis as for a
change of control.
Plan ‘Good leaver’ categories Treatment for ‘good leavers’ Treatment for ‘other leavers’
Performance
SharePlan
• •
Death
• •
Injury, ill health or disability
• •
Transfer of employing
company or business
outside the Group
• •
Retirement with agreement
of the Committee
• •
Redundancy
• •
Any other reason as
determined by the
Committee
• •
Awards will vest subject to achieving performance conditions as
determined by the Committee and – unless the Committee determines
otherwise – will be time pro-rated to reflect the proportion of the vesting
period that has passed at the time of leaving.
• •
The vesting date for such awards will normally be the original vesting
date, although the Committee may determine that awards can vest when
employment ceases, subject to the assessment of any performance
condition. Where unvested awards are subject to an additional holding
period, the Committee will determine the extent to which the holding
period applies following cessation.
• •
Awards in the form of options that vest early due to cessation of
employment may be exercisable until the earlier of (i) 12 months from the
date of vesting, and (ii) the normal expiry of the exercise period.
Following this date, unexercised awards will lapse.
• •
If the participant ceases employment after the normal vesting date,
options may be exercisable until the earlier of 12 months from the date of
cessation, or the normal expiry of the exercise period. Following this date,
unexercised awards will lapse.
• •
Unvested awards lapse in full.
Synthomer plc Annual Report 2025112
Annual report on remuneration
Single figure of remuneration for
Executive Directors (audited)
Year
Base salary
£
Benefits
£
Other
£
Pension
£
Total fixed
remuneration
£
Annual bonus
£
Long-term
incentives
1
£
Total variable
remuneration
£
Total
£
Executive
Directors
M Willome 2025 722,741 205,959 – 50,592 979,292 163,159 19,123 182,282 1,161,574
2024 701,690 201,729 – 49,118 952,537 547, 318 39,947
2
587,265 1,539,802
L Liu 2025 489,240 20,163 34,247 543,650 110,446 9,709 120,155 663,805
2024 474,990 16,342 205,672 33,249 730,253 370,492 11,397
2
381,889 1,112,142
1 For 2025, the values relate to awards granted under the PSP in 2023, which vest on 4 April 2026. More information about the level of vesting is provided in this report. Given these
awards have not yet vested, they have been valued based on the average share price for the period 1 October 2025 to 31 December 2025 of 60p, along with any accrued dividends
from the date of grant. The number of shares subject to the award was adjusted to reflect the share consolidation and rights issue. This will be restated next year to reflect the
actual value at the date of vesting. There was no share price appreciation that affected the value of the awards, so the Committee did not exercise discretion in respect of the share
price changes.
2 The 2022 PSP award value has been restated to reflect the actual value on vesting on 10 March 2025 and 9 August 2025.
Additional information for single
figure remuneration (audited) Benefits
Relocation
expenses
£
Car expenses/
benefit
£
Other
£
Total
£
M Willome 176,604
1
24,000 5,355 205,959
L Liu – 15,000 5,163 20,163
1 Given M Willome moved from Switzerland to the UK, he receives a monthly relocation allowance of £7,800 for a four-year period. The allowance is grossed up for tax.
Pension entitlements (audited)
Both current Executive Directors receive a cash allowance in lieu of pension contributions of 7% of base salary in line with the
pension provision for the wider UK workforce.
Synthomer plc Annual Report 2025113
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Governance report / Annual report on remuneration continued
The maximum bonus level for M Willome and L Liu was 150% of salary.
Executive Directors
Maximum bonus
as a % of salary
Total bonus
as a % of maximum
Total bonus
£
M Willome 150% 15% 163,159
L Liu 150% 15% 110,446
For M Willome and L Liu, one third of the bonus has been deferred into shares for two years.
The formulaic outturn for the 2025 annual bonus was 35% of maximum. The Committee and management team held detailed
discussions about the appropriate level of bonus awards for Executive Directors, taking into account the achievements of the
management team in the context of a challenging environment, affordability considerations, stakeholder views and feedback,
andthe broader shareholder experience. As a result, our Committee applied discretion to reduce the formulaic outturnof 35%
ofmaximum to 15% for the Executive Directors.
More information about the individual elements of the 2025 bonus is as follows:
1. EBITDA (60%)
Threshold Target Maximum Achieved
Level of award (% of element) 20% 50% 100% 0%
EBITDA
1
£141.4m £157.1m £172.8m £136.5m
1 The original targets were adjusted to reflect the sale of William Blythe.
2. Operating Cash (20%)
Threshold Target Maximum Achieved
Level of award (% of element) 20% 50% 100% 133%
Cash numbers £67.6m £75.1m £82.6m £109.6m
3. SHE (10%)
Targets with an aggregate weighting of 10% related to improvements in recordable injury and process safety.
Recordable injury
(recordable injury case rate)
Process safety
(measured as process safety event rate)
Target 0.20 0.20
Level of award 0% for a rate greater than 0.20 0% for a rate greater than 0.20
5% for a rate less than 0.20 5% for a rate less than 0.20
Rate achieved 0.15 0.25
Award outcome 5% 0%
Annual bonus (audited)
2025 award
For 2025, the Company operated a
bonus plan for the Executive Directors
related to the achievement of EBITDA
targets, operating cash, SHE targets,
andindividual strategic and operational
goals, weighted as follows:
• •
EBITDA – 60%
• •
Operating cash – 20%
• •
SHE – 10%
• •
Individual goals – 10%.
Synthomer plc Annual Report 2025114
4. Individual strategic and operational goals (10%)
The Committee considered individual goals and achievements against them with an aggregate weighting of 10%, including:
Chief Executive Officer Chief Financial Officer
Target 1 Build on the strategy delivery, with more progress on
allfivepillars and three enablers. Focus on pillar 2
(portfoliomanagement)
2 Achieve or exceed financial targets through disciplined
self-help, and make more progress to plan to deleverage as
necessary in absence of any reasonable market recovery
3 Continue to enhance the company transformation, including
through tangible innovation and digitalisation projects
1 Continue to develop and track Group and Finance function
cost-reduction and efficiency programmes, including any
stranded costs following non-core divestments
2 Continue to develop the Company’s financial resources
andprotect the covenants. Continue to improve cash
performance
3 Build on and develop the drive to digital transformation
Level of award Up to 10% Up to 10%
Chief Executive Officer Chief Financial Officer
Performance againsttargets 1 Build on strategy delivery, with focus on portfolio
management. Achieve financial targets through self-help
and plan for deleveraging
Successfully sold William Blythe, including environmental
liabilities, after a failed process in 2023.
Successfully sold Ningbo land to government with net
proceeds of £5m, after transferring the production
ofantioxidants to a third-party toller at lower rates.
Progressed Board approval processes for multiple
divestment projects.
Increased profit margins in line with speciality strategy.
1 Continue to develop and track cost-reduction and
efficiencyprogrammes
Initiated Project Peak (cost-reduction programme), focusing
on delivering sustainable cost savings, primarilyinenabling
functions.
Established and delivered a comprehensive plan across
functions, with a reduction of 250 roles across the full
programme, and generated more than £20m in savings
ataone-time cost of £9m.
Synthomer plc Annual Report 2025115
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Governance report / Annual report on remuneration continued
Chief Executive Officer Chief Financial Officer
Performance againsttargets continued 2 Achieve or exceed financial targets through disciplined
self-help, and make more progress to plan to deleverage as
necessary in the absence of any reasonable market recovery
Significant cost reduction achieved through decisive
self-help measures.
Leverage achieved well within covenant ratio by year end
through active and comprehensive cash management.
More margin progress year-on-year through strategy delivery
and cost management, despite lower revenues as a result of
end market demand weakness following tariff changes.
3 Deliver company transformation through innovation
anddigitalisation
Continued Synthomer transformation, with clear
progressevidenced in product vitality and digitalisation
acrossthe organisation.
Successful appointment of Chief Human Resources Officer
to drive more cultural transformation and capability.
CCS leadership team reorganised to bring renewed approach
to markets and additional focus on the USA.
Good progress with Board Innovation Task Force.
2 Continue to develop financial resources, protect covenants
and improve cash performance
Implemented daily focus on cash management, with daily
reporting, collection targets and tracking.
New factoring implemented in Asia for the first half
oftheyear.
In the second half, as the end markets continued to
deteriorate, implemented a receivables purchasing
programme with our largest shareholder, KLK, at the
endofthe year.
3 Drive digital transformation
Implemented a range of digital projects with a combination
of function-based tools (intercompany matching automation,
advanced financial close pilot), together with business-focused
tools such as the pricing tool. These initiatives created value
through small upfront investments with a short payback period.
Award outcome 10% 10%
Synthomer plc Annual Report 2025116
Weighting Threshold Maximum Outcome achieved % vesting (of maximum)
Relative TSR 20% Median Upper quartile Below median 0%
EPS
1
30% 61.8p 72.1p -37.2p 0%
Leverage ratio (Group net debt/
adjusted EBITDA)
30% More than 3x Less than 2x 4.7x 0%
Carbon reduction – in Scope 1
and 2 CO
2
emissions from the
2019 baseline
10% 20% 30% 32.1% 10%
NPP – by volume over the
five-year period to end 2025
10% 14% 21% 23.8% 10%
Total 100% 20%
1 EPS targets have been restated to reflect the impact of the share consolidation and rights issue on the issued share capital. The original targets were: Threshold 21.7p,
Maximum25.3p.
25% vests for threshold performance. All metrics vest on a straight-line basis between threshold and maximum. In aggregate,
20%of the 2023 primary award vested. The Committee felt the final outcome to be fair and so no discretion was applied.
Additionally, because the share price is currently lower than that of the 2023 grant, the Committee considered that there was
nowindfall gain.
The primary 2023 award will vest for M Willome and L Liu on 4 April 2026 as follows:
No. of shares
1
in original award
No. of shares
that lapse
No. of shares
that vest
Estimated value of
shares that vest
2
£
M Willome 159,353 127,482 31,871 19,123
L Liu 80,903 64,722 16,181 9,709
1 Adjusted for the share consolidation and rights issue.
2 As these awards have not yet vested, they have been valued on the basis of the average share price for the period 1 October 2025 to 31 December 2025 of 60p. This will be restated
next year to reflect the actual value at vesting.
The additional PSP award had a single metric of relative TSR. The threshold level of upper-quartile performance was not met,
sothisaward will not vest.
No. of shares
1
in original award
No. of shares
that lapse
No. of shares
that vest
Estimated value of
shares that vest
£
M Willome 62,285 62,285 0 0
L Liu 42,162 42,162 0 0
1 Adjusted for the share consolidation and rights issue.
Overall, the Committee considers that the remuneration policy has operated as it intended during 2025, and that the pay outcomes
are fair when considering the efforts and achievement of the management team, and when taking into account the experience of
shareholders and other stakeholders. The malus and clawback provisions have not been used in this period.
Additional information for single figure
remuneration (audited)
Long-term incentives – PSP
The primary awards made in 2023 for
MWillome and L Liu under the PSP
weresubject to the following
performance metrics:
• •
Relative TSR performance–20%
• •
Absolute underlying earnings per
share performance – 30%
• •
Leverage ratio – 30%
• •
Carbon reduction
(Scope 1 and 2) – 10%
• •
NPP – 10%.
Synthomer plc Annual Report 2025117
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Governance report / Annual report on remuneration continued
Non-Executive Director Year
Base fee
£
Committee
membership fee
£
Committee
Chair fee
£
Total
£
CA Johnstone
1
2025 – – – –
2024 244,400 – – 244,400
The Hon. AG Catto
2
2025 19,998 – – 19,998
2024 46,597 – – 46,597
RC Gualdoni
3
2025 45,734 14,294 – 60,028
2024 46,597 15,000 – 61,597
Dato’ Lee Hau Hian 2025 47,995 – – 47,995
2024 46,597 – – 46,597
HA Van Deursen 2025 47,995 15,000 10,000 72,995
2024 46,597 15,000 10,000 71,597
I Tyler
4
2025 55,263 14,294 9,529 79,086
2024
56,597 15,000 10,000 81,597
M Flöel 2025 47,995 15,000 – 62,995
2024 46,597 15,000 – 61,597
U Halder 2025 47,995 – – 47,995
2024 15,532 – – 15,532
P Hill
5
2025 251,320 – – 251,320
2024 20,532 – – 20,532
J Ashdown
6
2025 24,505 7,500 – 32,005
2024 – – – –
J Silver
7
2025 23,998 7,500 579 32,077
2024 – – – –
Total 2025 612,798 73,588 20,108 706,494
2024 570,046 60,000 20,000 650,046
1 Stepped down from the Board on 1 January 2025.
2 Stepped down from the Board on 1 May 2025.
3 Stepped down from the Board on 12 December 2025.
4 Stepped down from the Board on 12 December 2025.
5 Appointed as Chair from 1 January 2025.
6 Appointed to the Board on 1 July 2025. Appointed as Senior Independent Director on 10 December 2025. Member fee includes an additional £10,000 prorated from 12 December
2025 for her role as Senior Independent Director.
7 Appointed to the Board on 1 July 2025. Appointed as Chair of the Audit Committee on 12 December 2025.
Single figure of remuneration for
Non-Executive Directors (audited)
Synthomer plc Annual Report 2025118
Director
Interests in
Company shares
31 December
2025
Total unfettered
interests in shares
and vested options
31 December
2025
Deferred
annual
bonus
award
Unvested
performance-related
options
31 December
2025
1, 2
Share
options
exercised
during
2025
Share
ownership
requirements
(% of salary)
3
Interest in
shares at
31 December
2025
(% of salary)
M Willome 316,943 151,718 165,225 2,461,955 28,822 220 26%
L Liu 142,107 65,738 76,369 1,336,281 – 200 17%
Dato’ Lee Hau Hian 163,604
HA Van Deursen 24,000
M Flöel 0
U Halder 50,000
P Hill 50,000
J Silver 59,229
J Ashdown 19,920
1 Unvested performance-related options comprise the awards made under the PSP in 2023, 2024 and 2025. Details of the performance conditions attached to the 2023 awards are
set out on page 117, and to 2025 awards on page 120.
2 The 2023 share awards under the PSP have been adjusted to reflect the impact of the share consolidation and rights issue.
3 Until this requirement is met, no sales of shares that vest under long-term incentive plans are permitted other than to satisfy tax liabilities that arise on the exercise of share awards
under such plans. The Committee considers that unfettered unexercised vested nil-cost awards are economically equivalent to shares and, as such, that they should count (on a
net-of-tax basis) towards compliance with the share ownership guidelines.
There have been no changes in the interests of the Directors in shares between 31 December 2025 and at such time as this report
was signed on 30 April 2026.
Directors’ shareholding and
shareinterests (audited)
Synthomer plc Annual Report 2025119
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Governance report / Annual report on remuneration continued
Scheme Basis of award Number of shares Face value
Percentage vesting
at threshold
performance
M Willome PSP – nil-cost options (primary award) 200% of salary 1,220,846 £1,445,482 25%
PSP – nil-cost options (additional award) 50% of salary 305,211 £361,371 25%
L Liu PSP – nil-cost options (primary award) 150% of salary 619,813 £733,860 25%
PSP – nil-cost options (additional award) 50% of salary 206,604 £244,620 25%
The face value of the awards was calculated using a share price of 118.4p per share, the average share price on the five dealing days
before the date of grant.
The 2025 awards under the PSP are subject to the following performance conditions:
Primary award
Definition Weighting Threshold (25% vesting) Maximum
Relative TSR Relative TSR performance against the FTSE 250
Index (excluding investment funds and financial
services companies) over the three-year period
ended 31 December 2027
20% Median Upper quartile
EPS Earnings per share at 31 December 2027 30% 10p 35p
Leverage Leverage ratio at 31 December 2027 30%
Targets will be disclosed retrospectively
because of commercial sensitivity
Carbon reduction – in Scope
1 and 2 CO
2
emissions from
the 2019 baseline
Reduction in carbon emissions (Scope 1 and 2)
from the 2019 baseline by 31 December 2027
10% 40% 45%
New Vitality Index Gross margin of products launched in the past
five years as a proportion of group gross margin
(Vitality GM/Total GM)
10% 9% 12%
Total 100%
All metrics vest on a straight-line basis between threshold and maximum.
Additional award
For the additional award, the sole performance measure is relative TSR performance versus FTSE 250 (excluding investment trusts
and financial services companies):
• •
25% of this element will vest for upper-quartile performance
• •
100% will vest for upper-decile performance
• •
Vesting on a straight-line basis between these points.
2025 awards (audited)
The awards made on 20 March 2025
toM Willome and L Liu were as follows:
Synthomer plc Annual Report 2025120
Operation of the Executive Director remuneration policy for 2026
The proposed policy for 2026 will be presented to shareholders at the AGM on 22 June 2026 and, subject to approval, will be implemented as follows:
Base salary A salary increase was awarded with effect from 1 January 2026 of 2.5% for the CEO and CFO, in line with the average increase for
the UK management population awarded in the UK.
2026 salaries are:
 M Willome: £740,810  L Liu: £501,471
Pension and benefits Pension contributions for Executive Directors are aligned with those of the UK workforce. Executive Directors receive a cash
allowance in lieu of pension contributions, a car allowance, and private health insurance. Given M Willome has moved from
Switzerland to the UK, the Company also agreed a monthly relocation allowance of £7,800 for a four-year period. The allowance is
grossed up for tax.
2026 cash allowances in lieu of pension contributions are:
 M Willome: 7% of salary  L Liu: 7% of salary
Annual bonus For 2026, performance under the annual bonus will be measured on the following basis:
• •
60% subject to performance against EBITDA targets
• •
10% subject to performance against operating cash targets
• •
10% subject to performance against strategic financial objectives
• •
10% subject to performance measures against key SHE targets
• •
10% subject to performance against individual strategic and operational goals.
Targets and objectives for 2026 are, by their financial and commercial nature, considered by the Board to be unsuitable for
disclosure in advance. However, the Committee will provide information on targets and objectives retrospectively.
2026 maximum award opportunity:
 M Willome: 150% of salary  L Liu: 150% of salary
Synthomer plc Annual Report 2025121
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report / Annual report on remuneration continued
PSP For primary awards to be made in 2026, it is the Committee’s current intention that performance will be measured subject to the
following metrics:
• •
Relative TSR
• •
EPS
• •
Leverage
• •
Reduction in carbon
• •
New Product Vitality.
For the additional awards, the sole performance measure will be TSR performance versus FTSE 250 (excluding investment trusts
and financial services companies):
• •
25% of this element will vest for upper-quartile performance
• •
100% will vest for upper-decile performance
• •
Vesting on a straight-line basis between these points.
It is the Committee’s current intention that the 2026 maximum award opportunities will be:
• •
M Willome: 250% of salary (200% primary award, 50% additional award)
• •
L Liu: 200% of salary (150% primary award, 50% additional award).
As noted in the Chair’s introduction, given the continued share price volatility and the debt refinancing process, the Committee
determined it was not appropriate to proceed with the 2026 PSP grants at this time. Full details of the award – including final
performance metrics, weightings and targets – will be disclosed at the time of grant.
Shareholding guidelines
duringemployment
The CEO and CFO are expected to build interests in shares of at least 220% and 200% of salary, respectively
Chair and Non-Executive Directors The fees to be paid in 2026 to the Chair and the Non-Executive Directors have been increased by 2.5%, in line with the UK wider
workforce from 1 January 2026 to £257,603 and £49,195 respectively.
Synthomer plc Annual Report 2025122
Performance graph and table
The graph and table below allow comparison of the TSR of the Company and the CEO remuneration outcomes over the past 10 years.
TSR chart
0
50
100
150
200
December
2015
December
2016
December
2017
December
2018
December
2019
December
2020
December
2021
December
2022
December
2023
December
2024
December
2025
Synthomer FTSE 250 (ex investment trusts)
The chart above compares the TSR performance of the Company with that of the FTSE 250 (excluding investment trusts). This is
considered to be the most appropriate index against which to make a comparison and was chosen because it represents a broad
equity market index of which the Company has historically been a constituent and contains companies of similar complexity.
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
CEO CG MacLean CG MacLean CG MacLean CG MacLean CG MacLean
CG MacLean/
M Willome M Willome M Willome M Willome M Willome
CEO total single figure
remuneration (£’000)
1,218 2,516 1,807 890 1,805 2,279 987 1,338 1,551 1,162
Bonus
(% of maximum awarded)
100.0 100.0 76.5 20.0 100.0 95.0 10 40 52 15
PSP
(% of maximum vesting)
n/a 96.3 86.2 10.0 31.8 64.0 n/a 20 40 20
The CEO total single figure of remuneration includes salary, benefits and pension contributions paid in the year, together with
bonuses and long-term incentive awards that vested based on performance in the year.
The 2021 single figure comprises the figure for CG MacLean, which covers the period to 31 October 2021, and the figure for
MWillome, which covers the period from 1 November to 31 December 2021.
Payments to past directors (audited)
There were no payments made to past
Directors in 2025.
Payments for loss of office (audited)
No payments for loss of office were
made during the year.
Synthomer plc Annual Report 2025123
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report / Annual report on remuneration continued
Financial year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2025 Option B 25:1 21:1 15:1
2024 Option B 31:1 24:1 19:1
2023 Option B 32:1 26:1 19:1
2022 Option B 24:1 21:1 16:1
2021 Option B 54:1 44:1 31:1
2020 Option B 37:1 28:1 22:1
2019 Option B 28:1 23:1 16:1
The employees used for the purposes of compiling the table above were identified on a full-time equivalent basis at the pay period
during which 5 April 2025 fell. Option B, which involves identifying the employees at the 25th percentile, the median and the
75thpercentile from our gender pay gap report, was chosen as the calculation methodology. The selected employees’ pay and
benefits for the calendar year were then calculated using each element of employee remuneration consistent with the CEO and
noelement of pay has been omitted. Employees for the purpose of the gender pay gap are employees of Synthomer (UK) Limited
(493 relevant employees as at the snapshot date of 5 April 2025). The ratio was determined at 31 December 2025.
Option B is considered the simplest and most accurate way of identifying relevant employees for Synthomer who best represent the
data points. Using this methodology, we were able to identify specific employees to make the required comparisons.
The ratio decreased for 2025, because of the low level of incentive payouts.
The definition of pay used included annual salary, car allowances, all other cash allowances, all bonuses and incentive scheme
payments for services delivered in the year, and private medical insurance.
The following table provides salary and total remuneration information in respect of the employees at each quartile:
Financial year Element of pay 25th percentile employee Median employee 75th percentile employee
2025 Salary £43k £51k £74k
Total remuneration £45k £55k £79k
Our CEO pay is made up of a higher proportion of incentive pay than that of the majority of our employees. This is likely to introduce
more variability in the CEO’s total compensation and, so, in his pay ratio. This explains the change in values across the period.
The Board has confirmed that, in its view, the ratios are consistent with the Company’s wider policies on employee pay, reward
andprogression.
CEO pay ratio
The following table provides pay ratio
data in respect of the CEO’s total
remuneration compared to employees
atthe 25th percentile, the median and
75th percentile.
Synthomer plc Annual Report 2025124
Percentage change in remuneration of the Directors and employees
The table below sets out the increase in salary, benefits and annual bonus of the Directors compared with a selected group of employees. The parent company, Synthomer plc,
does not have any direct employees, so a comparator group of employees of the Group’s main UK trading subsidiary has been used, comprising 257 employees. The Directors
consider that this employee population is the most relevant for comparison purposes, considering geographical location and remuneration structure.
2025 2024 2023 2022 2021
Director
Salary
and fee %
increase/
(decrease)
Benefits %
increase/
(decrease)
Annual
bonus %
increase/
(decrease)
Salary
and fee %
increase
Benefits %
increase/
(decrease)
Annual
bonus %
increase
Salary
and fee %
increase
Benefits %
increase/
(decrease)
Annual
bonus %
increase
Salary
and fee %
increase
Benefits %
increase/
(decrease)
Annual
bonus %
increase
Salary
and fee %
increase
Benefits %
increase/
(decrease)
Annual
bonus %
increase
M Willome
1
3.0 2.1 (70.2) 4.0 0.2 35.2 3.8 3.6 315 n/a n/a n/a n/a n/a n/a
L Liu
2
3.0 29 (70.2) 4.0 3.1 30.4 n/a n/a n/a n/a n/a n/a n/a n/a n/a
CA Johnstone (100) n/a n/a 4.0 n/a n/a n/a n/a n/a 24.0 n/a n/a 2.5 n/a n/a
The Hon. AG Catto (50.7) n/a n/a 4.0 n/a n/a n/a n/a n/a 3.0 n/a n/a 5.6 n/a n/a
RC Gualdoni
1
(2.6) n/a n/a 3.0 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Dato’ Lee Hau Hian 3.0 n/a n/a 4.0 n/a n/a n/a n/a n/a 3.0 n/a n/a 2.8 n/a n/a
HA Van Deursen 1.9 n/a n/a 13.8 n/a n/a 5.3 n/a n/a 2.2 n/a n/a 3.6 n/a n/a
I Tyler
2
3.1 n/a n/a 14.8 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
M Flöel
3
2.3 n/a n/a 209.0 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
U Halder
4
203 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
P Hill
4
1,124 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
J Ashdown
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
J Silver
5
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Average change
foremployees 5.7 9.7 (85.6) 7.0 21.3 59.9 5.8 42.4 166.7 2.1 19.6 (73.2) 2.6 3.2 36.5
1 M Willome and RC Gualdoni were appointed to the Board in 2021.
2 L Liu and I Tyler were appointed to the Board in 2022, so only had a part-year salary for 2022.
3 M Flöel joined the Board in 2023.
4 U Halder and P Hill joined the Board in September 2024.
5 J Ashdown and J Silver joined the Board in July 2025.
Relative importance of spend on pay
The table below shows the relative importance of the Group’s all-employee remuneration expense compared with returns to shareholders by way of dividends.
Financial year
2025
£m
2024
£m % change
Dividends paid 0 0 0%
Total employee remuneration 232.3 251.5 2.2%
Dividends are the dividends paid in the year. There were no dividends paid in 2024 or 2025. Total employment remuneration is the consolidated salary and bonus cost for
allGroup employees.
Synthomer plc Annual Report 2025125
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report / Annual report on remuneration continued
Key duties of the Committee
During 2025, the Committee was responsible for determining the remuneration of the Executive Committee and for reviewing
remuneration elsewhere in the Group, focusing on the Directors’ remuneration policy and alignment with the wider workforce.
Advisers
The CEO, Company Secretary and Chief Human Resources Officer are invited to attend Committee meetings to contribute to
theCommittee’s deliberations. However, no individual is involved in discussions, or is part of any decisions, relating to their
ownremuneration.
The Committee received independent advice from Deloitte LLP (Deloitte), which it appointed as its independent remuneration
adviser in April 2013, following a tender process.
During the year, Deloitte provided advice on governance and market trends and other remuneration matters that materially assisted
the Committee. The fees paid to Deloitte in respect of this work were charged on a time-and-expenses basis and totalled £75,800
for advice in 2025.
The Committee is comfortable that the Deloitte engagement team providing it with remuneration advice does not have connections
with the Company or its Directors that may impair its independence. The Committee reviewed the potential for conflicts of interest
and judged that there were appropriate safeguards against such conflicts. Deloitte also provided tax services and supported
management with a review of financial and operational performance in part of the Group. The Committee was satisfied that this
didnot compromise the independence of the advice received.
Deloitte is a founding member of the Remuneration Consultants Group and adheres to its Code of Conduct. Deloitte was appointed
directly by the Committee, and the Committee is satisfied that the advice received was objective and independent.
Statement of voting at the Annual General Meeting
The table below sets out the results of the votes on the Directors’ remuneration report at the AGM on 1 May 2025 and the Directors’
Remuneration Policy on 16 May 2023.
Votes for Votes against Votes withheld
Number % of vote Number % of vote Number
2024 Directors’ remuneration report 102,104,208 92.32 8,495,899 7.68 8,977,676
2023 Directors’ remuneration policy 331,283,004 86.87 50,072,165 13.13 38,250
By order of the Board
Anant Prakash
Company Secretary
30 April 2026
External appointments
Executive Directors are permitted to
accept external appointments with the
approval of the Board, provided that
there is no adverse impact on their role
and duties to the Company. Any fees
arising from such appointments may
beretained by the Executive Directors
where the appointment is unrelated to
the Group’s business.
M Willome has been a non-executive
director of Glaston Oyj (Nasdaq Helsinki)
since May 2020 and received a Board
membership fee of €45,500 in 2025.
MWillome has sat on European
subsidiary boards of Indutrade AB since
2013 and received a board membership
fee of CHF30,000 in 2025.
L Liu has been a non-executive director
of DCC plc since 2021 and received
aboard membership fee of €93,730
in2025.
Remuneration Committee
Remuneration Committee membership
during 2025:
HA Van Deursen (Chair)
RC Gualdoni
I Tyler
M Flöel
J Ashdown (from July 2025)
J Silver (from July 2025)
Attendance at Committee meetings is
set out on page 77.
Synthomer plc Annual Report 2025126
Other regulatory disclosures
The Directors submit their Annual Report and
theaudited consolidated financial statements
forthe year ended 31 December 2025. None of
the matters required to be disclosed by UK Listing
Rule 6.6.1R applies to the Company, except for:
• •
The amount of capitalised interest – see note 20 to
the financial statements
• •
Details of long-term incentive programmes – see
Directors’ remuneration report on pages 98 to 126
• •
Shareholder waiver of dividends – see note 21 to the
financial statements.
The Directors’ report is covered on pages 67 to 126 as
well as in the following sections of the Annual Report:
Item
Location in
AnnualReport
Statement of Directors’ responsibilities Page 129
Financial risk management Financial statements
– note 21
Present Board membership Pages 68 to 70
Governance report Pages 67 to 129
Strategic report
(including principal activities)
Pages 2 to 65
Management of risk and
viabilitystatement
Pages 44 to 48, 64
Employee engagement Pages 80 to 81
Directors’ remuneration report Pages 98 to 126
Share capital Financial statements
– note 26
Greenhouse gas emissions Pages 203 to 206
Sustainability report Pages 26 to 33
Results and dividends
The loss attributable to shareholders was £157.0m.
In2022 the Board announced the suspension of
dividends. The Board has confirmed that dividends
willremain suspended at least until the Group’s net
debtto EBITDA ratio is less than 2.5x.
Acquisitions and divestments
In May 2025 the Company completed the sale of
WilliamBlythe Limited in the UK.
Directors
All the Directors will seek election or retire and seek
re-election at the forthcoming AGM.
None of the Directors seeking re-election has a service
contract except Michael Willome and Lily Liu, who
bothhave service contracts that contain a 12-month
notice period.
Director indemnity provisions
Under the Company’s Articles of Association, the
Directors of the Company have the benefit of a
qualifying third-party indemnity provision. This means
the Company indemnifies them against certain
liabilities, as permitted by Sections 232 and 234 of the
Companies Act 2006, and against costs incurred by
them in relation to any liability for which they are
indemnified. The Company has purchased and
maintains insurance against Directors’ and Officers’
liabilities in relation to the Company.
UK pension funds
The trustees have reviewed the independent investment
management of the assets of the Company’s UK
pension schemes and assured themselves of the
security and controls in place. In particular, it is the
trustees’ policy not to invest in Synthomer plc shares
nor lend money to the Company.
Share capital and control
The Company’s Articles of Association set out the rights
and obligations attached to the Company’s ordinary
shares, being the only class of issued share capital,
alongside the powers of the Company’s Directors. Copies
can be obtained from Companies House or downloaded
from the Company’s website (Synthomer.com). There
are no restrictions on the voting rights attached to
theCompany’s ordinary shares or on the transfer of
securities in the Company. No person holds securities in
the Company that carry special rights with regard to the
control of the Company. The Company is not aware of
any agreements between holders of securities that may
result in restrictions on the transfer of securities or on
voting rights. Unless expressly specified to the contrary
in the Company’s Articles of Association, those Articles
of Association may be amended by special resolution of
the Company’s shareholders.
Other than in relation to its borrowings, which become
repayable on a takeover unless certain conditions are
satisfied, the Company is not party to any significant
agreements that would come into effect, alter or
terminate on a change of control prompted by a
takeover bid. The Company does not have agreements
with any Director or employee that would provide
compensation for loss of office or employment resulting
from a takeover.
All the Company’s share programmes contain
provisions relating to a change of control. Outstanding
options and awards would normally vest and become
exercisable on a change of control, subject to the
satisfaction of any performance conditions at that time.
Synthomer plc Annual Report 2025127
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Governance report / Other regulatory disclosures continued
Interests disclosed under DTR 5
As at 31 December 2025, the following information had
been received by the Company, in accordance with
Chapter 5 of the Disclosure Guidance and Transparency
Rules (DTRs), from holders of notifiable interests in the
Company’s issued share capital. It should be noted that
these holdings may have changed since they were notified
to the Company. Substantial shareholders do not have
different voting rights from those of other shareholders.
Ordinary
shares
(number)
Percentage
of total
voting rights
*
Kuala Lumpur Kepong
BerhadGroup
43,986,318 27%
Artemis Investment
Management LLP
8,891,815 5.44%
Lombard Odier Asset
Management (Europe) Limited
8,195,727 5.01%
Janus Henderson Group plc 8,044,764 4.92%
Greater Manchester PensionFund 7,881,745 4.82%
* Percentage based on ordinary shares in issue, as at the date the notification
was received by the Company.
Between 31 December 2025 and 29 April 2026, being
the lastest practicable date before publication of this
Annual Report, the Company received a notification
under DTR 5 from Artemis Investment Management LLP
(8,027,401 ordinary shares, 4.91% of total voting rights).
Employment policies and employee involvement
The Group gives every consideration to job applications
from disabled people. Employees who become disabled
are given every opportunity to continue working for
Synthomer under normal terms and conditions with
appropriate training, career development and promotion
wherever possible. The Group seeks to achieve equal
opportunities in employment through recruitment and
training policies.
The Group encourages employee involvement in its
affairs. The Company regularly engages with employees
to make them aware of the financial and economic
factors affecting Group performance. Performance-
related bonus programmes operate throughout the
Group. Holly Van Deursen is the designated Non-
Executive Director responsible for workforce
engagement. More information on the Board’s employee
engagement work can be found on pages 80 and 81.
The Group’s approach to diversity and inclusion is
explained on page 38.
Authority to purchase own shares
At the 2025 Annual General Meeting, shareholders
passed a special resolution to authorise the Company,
subject to certain conditions, to purchase on the market
a maximum of 16,356,762 ordinary shares, at that time
representing approximately 10% of the Company’s
issued share capital. This authority will expire at
theconclusion of the 2026 Annual General Meeting.
TheDirectors are seeking the renewal of this authority
at the 2026 Annual General Meeting.
Subsidiaries
All the Group’s subsidiaries, joint ventures and related
undertakings are listed on pages 199 to 201.
Statement as to disclosure of information
toauditors
Each Director of the Company confirms that, to the best
of their knowledge, the Company’s auditors are aware of
all relevant audit information. Each Director also
confirms that they have taken all necessary steps as a
Director to make themselves aware of any relevant audit
information and to establish that the information has
been shared with the Company’s auditors. For these
purposes, relevant audit information means information
needed by the Company’s auditor in connection with
preparing its report on pages 131 to 137. This
confirmation is given and should be interpreted in
accordance with Section 418 of the Companies Act 2006.
Going concern
The Directors have acknowledged the latest guidance
on going concern and, in reaching their conclusions
have considered the facts and circumstances of the
Group as described in more detail on page 64.
After making enquiries and considering reasonably
possible changes in trading performance, the Directors
are satisfied that, at the time of approving the financial
statements, it is appropriate to adopt the going concern
basis in preparing the financial statements of both the
Group and Company.
Political donations
No political donations were made in the year (2025: nil).
Independent auditors
A resolution to appoint PricewaterhouseCoopers LLP
(PwC) as the Company’s auditor will be proposed at the
next Annual General Meeting.
Annual General Meeting
The Annual General Meeting will be held at the
officesofthe Company at 10 Greycoat Place,
LondonSW1P1SB on 22 June 2026.
By order of the Board
Anant Prakash
Company Secretary
30 April 2026
Synthomer plc Annual Report 2025128
Statement of Directors’ responsibilities
The Directors are responsible for preparing the
Annual Report, including the Strategic report,
Governance report and financial statements, in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare
consolidated financial statements for each financial
yearin accordance with IFRS, as adopted by the UK.
TheDirectors have elected to prepare parent company
financial statements in accordance with UK-adopted
IAS, comprising FRS 101.
In addition, company law requires that Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state
ofaffairs of the Group and Company and of the profit
orloss of the Group and Company for that period. In
preparing the financial statements, the Directors are
required to:
• •
Select suitable accounting policies and apply them
properly and consistently
• •
Make judgements and accounting estimates that
arereasonable and prudent
• •
Present information in a manner that is relevant,
reliable and comparable
• •
Provide additional disclosures when compliance with
the specific requirements in IFRS 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
• •
Assess the Group’s and Company’s ability to
continue as a going concern.
The Directors are responsible for safeguarding the
assets of the Group and Company and so for taking
reasonable steps to prevent and detect fraud and
otherirregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group and Company’s transactions, and
todisclose with reasonable accuracy at any time the
financial position of the Group and Company and enable
them to ensure that the financial statements comply
with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website (Synthomer.com).
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Fair, balanced and understandable
On the advice of the Audit Committee, the Board
considers the Annual Report and Accounts, taken as
awhole, to be fair, balanced and understandable, and
provides the information necessary for shareholders
toassess the Group and Company’s position,
performance, business model and strategy.
Disclosing information to the auditor
In line with Section 418 of the Companies Act 2006, the
Directors confirm that, as far as they are each aware,
there is no relevant audit information that has not been
brought to the attention of the Company’s auditor. Each
Director has taken all reasonable steps that they ought
to have taken in line with their duty as a Director to make
themselves aware of any relevant audit information and
to make sure that the Company’s auditor is aware of
that information.
Directors’ responsibility statement
The Directors consider that, to the best of each person’s
knowledge, the:
• •
Financial statements, taken as a whole, which have
been prepared in line with IFRS as adopted by the UK,
give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group and Company
• •
Strategic report, taken as a whole, includes a fair
review of the development and performance of
thebusiness and the position of the Group and
Company, together with a description of the
principalrisks and uncertainties that they face.
Cautionary statement
The purpose of this report is to provide information
tothe members of the Company. It contains certain
forward-looking statements with respect to the operations,
performance and financial condition of the Group. By
their nature, these statements involve uncertainty, since
future events and circumstances can cause results and
developments to differ materially from those anticipated.
The forward-looking statements reflect knowledge and
information available at the date of preparation of this
report, and the Company is under no obligation to
update these forward-looking statements. Nothing in
this report should be construed as a profit forecast.
Details of the Company’s Directors and their roles are
listed on pages 68 to 70.
The Directors’ report and Strategic report were
approved by the Board on 29 April 2026 and signed
onits behalf by
Lily Liu
Chief Financial Officer
Synthomer plc Annual Report 2025129
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Financial
stateme nts
Group financial statements
131 Independent auditors’ report
138 Consolidatedincomestatement
139 Consolidated statement
ofcomprehensiveincome
140 Consolidated statement
ofchangesinequity
141 Consolidatedbalancesheet
143 Consolidatedcashflowstatement
144 Reconciliationofnetcashflow
fromoperatingactivitiesto
movementinnetdebt
145 Notestotheconsolidated
financialstatements
Company financial statements
190 Companystatement
offinancialposition
192 Companystatement
ofchangesinequity
193 NotestotheCompany
financialstatements
Controlling the controllables,
whiledriving further specialisation.
Synthomer plc Annual Report 2025130
Independent auditors’ report
to the members of Synthomer plc
Report on the audit of the
financialstatements
Opinion
In our opinion:
• •
Synthomer plc’s Group financial statements and Company financial statements
(the financial statements) give a true and fair view of the state of the Group’s and of
the Company’s affairs as at 31 December 2025 and of the Group’s loss and the Group’s
cash flows for the year then ended
• •
The Group financial statements have been properly prepared in accordance with
UK-adopted international accounting standards as applied in accordance with the
provisions of the Companies Act 2006
• •
The Company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, including FRS 101 Reduced Disclosure Framework, and applicable law)
• •
The financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report 2025
(theAnnual Report), which comprise:
• •
The Consolidated balance sheet as at 31 December 2025
• •
The Company statement of financial position as at 31 December 2025
• •
The Consolidated income statement for the year then ended
• •
The Consolidated statement of comprehensive income for the year then ended
• •
The Consolidated statement of changes in equity for the year then ended
• •
The Company statement of changes in equity for the year then ended
• •
The Consolidated cash flow statement for the year then ended
• •
The Reconciliation of net cash flow from operating activities to movement in net debt
forthe year then ended
• •
The notes to the financial statements, comprising material accounting policy information
and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(ISAs(UK)) and applicable law. Our responsibilities under ISAs (UK) are further described
inthe Auditors’ responsibilities for the audit of the financial statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate
toprovide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, which includes the FRC’s
Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited
bythe FRC’s Ethical Standard were not provided.
Other than those disclosed in note 7 to the consolidated financial statements, we have
provided no non-audit services to the Company or its controlled undertakings in the period
under audit.
Our audit approach
Overview
Audit scope
• •
As part of designing our audit, we determined materiality and assessed the risks
ofmaterial misstatement in the financial statements
• •
Audit scope covers procedures over 11 significant components due to risk or size,
acrosssix countries
• •
Audit procedures provide coverage of 73% of revenue for significant components
duetorisk or size
Keyauditmatters
• •
Impairment of goodwill assets (Group)
• •
Presentation of Special Items (Group)
• •
Recoverability of investments in subsidiaries (parent)
Materiality
• •
Overall Group materiality: £8,400,000 (2024: £9,900,000) based on 0.5% of revenue
(2024: 0.5% of revenue).
• •
Overall company materiality: £7,560,000 (2024: £8,910,000) based on 1% of total
assetscapped at 90% of Group materiality (2024: 1% of total assets capped at 90%
ofGroup materiality).
• •
Performance materiality: £6,300,000 (2024: £7,425,000) (Group) and £5,670,000
(2024:£6,682,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Synthomer plc Annual Report 2025131
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Independent auditors’ report to the members of Synthomer plc continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of
most significance in the audit of the financial statements of the current period and include
the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the results of our
procedures thereon, were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
This is not a complete list of all risks identified by our audit.
Valuation of defined benefit pension obligations (Group) and amounts owed by Group
undertakings (parent), which were key audit matters last year, are no longer included
because of the change of results from our assessment that the risk associated with the
estimates and assumptions in pension valuations and amount owed by Group undertaking
has decreased from the prior year. Our analysis indicates that these areas no longer present
a risk of material misstatement, and the audit procedures involved have become more
straightforward and routine. Therefore, these matters have been excluded from this year’s
key audit matters. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Impairment of goodwill assets (Group)
Assetoutinnote13,theGrouphadgoodwillof£443.0m(2024:£455.1m)at
31December2025,afteranimpairmentof£nil(2024:£nil).Thisissignificantinthe
contextoftheconsolidatedbalancesheetoftheGroup.Weconsiderthistobeakey
auditmatterbecausetheestimatesunderlyingtherecoverabilityofgoodwillare
subjecttohighestimationuncertainty,particularlyinayearwheretheGroup’s
performanceandmarketcapitalisationhassignificantlydeteriorated.Management’s
assessmentofthe‘valueinuse’oftheGroup’scashgeneratingunits(CGUs)involves
judgementsaboutthefutureresultsofthebusinesses,particularlyassumptions
aroundshort-termgrowthrates,long-termgrowthratesandtheweightedaverage
costofcapitalappliedtofuturecashflowforecasts,wherethereisahigherdegree
ofsensitivity.
Proceduresperformedincluded:Understandingandassessingthedesignand
implementationofbusinessprocessesandcontrolsrelatedtotheassessmentof
thecarryingvalueofgoodwillforimpairment.Assessingthereasonablenessofthe
impairmentmodelandunderstandingmanagement’sprocessandjudgementsutilised
fordevelopingestimatesandassumptions.Thisincludedtestingoftheunderlying
“value-in-use”calculations.Agreeingtheinputsinmanagement’simpairmentmodelto
boardapprovedplans.Performingaretrospectivereviewofthepreviousyearestimates
bycomparingthistoactualresultsinthecurrentyear.Comparingfuturecashflow
performancetohistoricallevels,aswellastoindustryforecastsaspartofourassessment
astowhethertheplannedperformancewasconsideredachievable.Engagingwith
management’sexperttounderstandandassessthekeyassumptionsandmethodology
usedinthecalculationoftheweightedaveragecostofcapital.Engagingourinternal
valuationspecialiststoassistintheassessmentofthereasonablenessoftheweighted
averagecostofcapitalandlong-termgrowthrateassumptionsusedbymanagement.
Assessingcorroboratingorcontradictoryevidencerelatingtosignificantassumptions
inthecashflowprojections.Performingsensitivityanalysesbasedonreasonably
possibleoutcomes.Checkingthemathematicalaccuracyofthecalculations.Assessing
theeffectofclimatechangeincludedinmanagement’scashflowforecast.Reviewing
thedisclosuresinthefinancialstatementsinrespectofthecarryingvalueofgoodwill.
Basedontheproceduresperformed,weconcludedthatnoimpairmentwasrequired.
Presentation of Special Items (Group)
TheGrouppresentstwomeasuresofperformanceintheincomestatement:statutory
andunderlying,thelatterafteradjustingforcertainitemsofincomeorexpenses
(SpecialItems),becausemanagementbelievestheadditionalunderlyingmeasure
providesadditionalusefulinformationontheunderlyingtrends,performanceand
positionoftheGroup.Thedeterminationofwhichitemsofincomeorexpenseare
classifiedasSpecialItemsissubjecttojudgementandthereforeusersofthefinancial
statementscouldbemisledifamountsarenotclassifiedappropriately.Descriptions
areincludedoftheamountspresentedasSpecialItemsareincludedinnote4tothe
financialstatements.
Weconsideredtheappropriatenessofamountsclassifiedasspecialitems.Todothiswe
considered:TheGroup’saccountingpolicyonspecialitemsandpronouncementsbythe
FinancialReportingCouncilonthismatter.Assessingtheincomeandexpensesclassified
asspecialitemsagainsttheGroup’saccountingpolicies.Challengingmanagementon
theappropriatenessoftheclassificationofsuchspecialitems,beingmindfulthat
classificationshouldbeeven-handedbetweengainsandlosses,thebasisofthe
classificationshouldbeclearlydisclosedandaclearreconciliationtostatutorymeasures
providedandappliedconsistentlyoneyeartothenext.Challengingmanagementonthe
quantumofthespecialitems,andtheestimatesunderpinninganumberoftheseitems.
Havingconsideredthenatureandquantumoftheseitems,overallwearesatisfiedthat
thepresentationofspecialitemsinthefinancialstatementsfortheyearended
31December2025ismateriallyappropriateandconsistentwithpreviousyears.
Synthomer plc Annual Report 2025132
Key audit matter How our audit addressed the key audit matter
Recoverability of investments in subsidiaries (parent)
Asdisclosedinnote3oftheCompany’sfinancialstatements,theCompanyheldinvestments
insubsidiariesof£985.1m(2024:£896.2m)at31December2025.Thisissignificantinthe
contextoftheoverallstatementoffinancialpositionoftheCompany.Weconsiderthistobe
akeyauditmatterbecausetheestimatesunderlyingtherecoverabilityofinvestmentsin
subsidiariesaresubjecttohighestimationuncertainty,particularlyinayearwherethe
overallGroup’stradingperformanceandmarketcapitalisationhassignificantlydeteriorated.
Management’sassessmentofrecoverabilityofthecarryingvalueoftheseinvestments,
involvesjudgementsaboutthefutureresultsofthebusinesses,particularlyassumptions
aroundshort-termgrowthrates,long-termgrowthratesandtheweightedaveragecostof
capitalappliedtofuturecashflowforecasts,wherethereisahigherdegreeofsensitivity.
Ourproceduresincludedthefollowing:Assessingtherecoverablevaluewithreference
tothenetassetsoftheunderlyingsubsidiaries.Testingmanagement’simpairment
assessmentwhichisderivedfromthevalueinusemodelusedtoassessimpairment
fortheGroup’sCGUs,adjustedtoreflecttherelevantcashflows.Therefore,where
appropriate,weleveragedtheauditproceduresperformedfromourworkoverthe
impairmentofgoodwillassets,assetoutabove.Validatingtherequiredadjustments
madeinthemodeltosupporttheinvestmentvalue,includingconsiderationof
intercompanybalances.Reviewingthedisclosuresinthefinancialstatementsin
respectofthecarryingvalueofinvestmentinsubsidiaries.Basedontheprocedures
performed,wenotednomaterialissues.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to
give an opinion on the financial statements as a whole, taking into account the structure of
the Group and the Company, the accounting processes and controls, and the industry in
which they operate.
As set out in note 5 Segmental analysis, the Group reports its results as three segments:
Coatings & Construction Solutions, Adhesive Solutions,; and Health & Protection and
Performance Materials. The Group’s financial statements are a consolidation of reporting
units, being holding companies, intermediate holding companies and operating companies,
across more than 20 countries. Two countries, being the USA and the UK, account for a
significant portion of the Group’s results. We accordingly focused our work on five of
thereporting units in these countries, which were subject to audits of their financial
information. In addition, to increase our coverage of the Group’s revenue we performed
audit procedures on an additional six reporting units located in Germany, Malaysia, the
Czech Republic and the Netherlands. All these components accounted for 73% of the
Group’s revenue.
Where work was performed by component auditors, we determined the level of involvement
we needed to have in the audit work at those reporting units to be able to conclude whether
sufficient appropriate audit evidence had been obtained as a basis for our opinion on the
Group’s financial statements as a whole. During the audit, senior members of the Group
team held a number of meetings with all of the component teams and reviewed the work
performed by these teams over those areas of higher audit risk.
At the Group level, we also carried out targeted analytical procedures on non-significant
components not covered by the procedures described above. The Group engagement
teamalso performed audit procedures over the consolidation process.
Synthomer plc (the Company) was in full scope and the audit procedures over the
Company’s transactions and balances were performed by the Group audit team. The
Company’s material financial statement line items which were in scope for the Group
auditare other intangible assets, cash and cash equivalents, borrowings and other
payablesamong others. The Company is also audited on a stand-alone basis, hence,
testing has been performed on all material financial statement line items included in
theCompany standalone financial statements.
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to understand the process
management has adopted to assess the extent of the potential impact of climate risk
ontheGroup’s financial statements and to support the disclosures made within the Task
Force on Climate-related Financial Disclosures (TCFD) report. In addition to enquiries with
management, we also read the governance processes in place to assess climate risk. We
challenged the completeness of management’s climate risk assessment by reading the
Group’s website and communications for details of climate-related impacts. Management
has made commitments to achieve net zero carbon emissions by 2050, and with Vision
2030 they are working on their pathway towards this. Management considers that the
impact of climate risk does not give rise to a potential material financial statement impact.
Using our knowledge of the business, we evaluated management’s risk assessment and its
estimates as set out in note 2 of the financial statements and resulting disclosures where
significant. We considered impairment of non-current assets, especially impairment of
goodwill and intangible assets, as the area to potentially be materially affected by climate
risk, and consequently we focused our audit work in this area. To respond to the audit risks
identified in this area, we tailored our audit approach to address these – in particular, we
challenged management on how the impact of climate commitments made by the Group
would affect the assumptions within the discounted cash flows prepared by management
that are used inthe Group’s impairment analysis. We also considered the consistency of the
disclosures in relation to climate change (including the disclosures in the TCFD section)
within the Annual Report with the financial statements and our knowledge obtained from
our audit. Our procedures did not identify any material impact in the context of our audit of
the financial statements as a whole, or our key audit matters for the year ended
31 December 2025.
Synthomer plc Annual Report 2025133
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Independent auditors’ report to the members of Synthomer plc continued
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent of our
auditprocedures on the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overallmateriality £8,400,000(2024:£9,900,000). £7,560,000(2024:£8,910,000).
Howwe
determinedit
0.5%ofrevenue(2024:0.5%
ofrevenue)
1%oftotalassetscappedat
90%ofGroupmateriality(2024:
1%oftotalassetscappedat
90%ofGroupmateriality)
Rationale for
benchmarkapplied
Indeterminingmateriality,we
consideredbothprofitbeforetax
andrevenueastheacceptable
benchmarks.Weconsidered
profitbeforetaxtobean
appropriatebenchmarkbecause
itisoneofthekeymetricsfor
investorsandisusedbythe
BoardinmeasuringtheGroup’s
financialperformance.We
consideredtotalrevenuetobe
appropriategiventhefocusof
investorsonrevenuesandtop
linegrowth.Thisprovidedawide
rangeofacceptablemateriality
levels.Inourjudgement,the
Groupiscurrentlyexperiencing
volatileresultsbutlessvolatile
revenuesandtheiroperations
remainlargelyconsistentyear
onyear.Wethereforeconsider
revenuetoremainan
appropriatebenchmarktouse.
Thematerialitybenchmark
selectedthereforeisconsistent
at0.5%ofrevenuebasedon
whichwedetermineda
materialityof£8,400,000.
Webelievethattotalassetsis
theprimarymeasureusedby
theshareholdersinassessing
theperformanceofthe
Company,andisagenerally
acceptedbenchmark.Thevalue
iscappedforthepurposeof
theGroupauditwithreference
toGroupmateriality.
For each component in the scope of our Group audit, we allocated a materiality that is less
than our overall Group materiality. The range of materiality allocated across components
was between £1,000,000 and £7,980,000. Certain components were audited to a local
statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2024: 75%)
of overall materiality, amounting to £6,300,000 (2024: £7,425,000) for the Group financial
statements and £5,670,000 (2024: £6,682,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the
history of misstatements, risk assessment and aggregation risk and the effectiveness of
controls – and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified
during our audit above £420,000 (Group audit) (2024: £495,000) and £378,000 (Company
audit) (2024: £445,000), as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
Synthomer plc Annual Report 2025134
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to
continue to adopt the going concern basis of accounting included:
• •
Obtaining an understanding and evaluating the design and implementation of relevant
controls related to the Directors’ assessment of going concern
• •
Obtaining the Directors’ going concern assessment – including cash flow forecast,
liquidity requirements and forecast covenant calculations for the going concern period
– based on the executed refinancing agreements, and performing integrity checks
including testing the mathematical accuracy, and reconciling them to Board-approved
budgets and forecasts
• •
Evaluating the key assumptions management has applied in developing its base case.
Wechallenged various aspects of management’s base case including consideration of
potential downside risks
• •
Recalculating both debt and liquidity covenants and assessing compliance over the
forecast period, in management’s base case and severe but plausible downside scenario,
including assessment of management’s sensitivities and mitigations
• •
Evaluating and challenging management’s stress-test modelling to understand the
impact on the Group and the Company’s liquidity and covenant ratios
• •
Obtaining and understanding the terms of the key refinancing documents and the related
process, including term sheet, long-form documents and all other related documents to
evaluate whether the terms and conditions are appropriate
• •
Performing inquiries with key stakeholders, including the financial advisors and the
Company’s external legal counsel, to corroborate management’s position and
independently verify management’s assessment around the refinancing
• •
Assessing the conditions precedent to ensure that these have been appropriately
completed to the extent required, to evidence the successful execution of the refinancing,
and that any remaining conditions are administrative in nature and fully under the control
of management
• •
Using the work of experts, including business restructuring experts, to support us in
understanding aspects of management’s assessment and informing our challenges to
management
• •
Assessing the appropriateness of the disclosures within the financial statements, as
disclosed in note 2, relating to going concern.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s and the Company’s ability to continue as a going concern for a period of at
least 12 months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not
a guarantee as to the Group’s and the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate
Governance Code (Code), we have nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about whether the Directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern
are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The Directors are responsible for the
other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires
us also to report certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information
given in the Strategic report and Directors’ report for the year ended 31 December 2025 is
consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and the Company and their
environment obtained in the course of the audit, we did not identify any material
misstatements in the Strategic report and Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Synthomer plc Annual Report 2025135
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Independent auditors’ report to the members of Synthomer plc continued
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
Company’s compliance with the provisions of the Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement, included within the Governance
report is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
• •
The Directors’ confirmation that they have carried out a robust assessment of the
emerging and principal risks
• •
The disclosures in the Annual Report that describe those principal risks, what procedures
are in place to identify emerging risks and an explanation of how these are being
managed or mitigated
• •
The Directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and the Company’s ability to
continue to do so over a period of at least 12 months from the date of approval of the
financial statements
• •
The Directors’ explanation as to their assessment of the Group’s and the Company’s
prospects, the period this assessment covers and why the period is appropriate
• •
The Directors’ statement as to whether they have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they fall due over
the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and the
Company was substantially less in scope than an audit and only consisted of making inquiries
and considering the Directors’ process supporting their statement; checking that the statement
is in alignment with the relevant provisions of the Code; and considering whether the statement
is consistent with the financial statements and our knowledge and understanding of the Group
and the Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the corporate governance statement is materially consistent
with the financial statements and our knowledge obtained during the audit:
• •
The Directors’ statement that they consider that the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members to
assess the Group’s and the Company’s position, performance, business model and strategy
• •
The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems
• •
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’
statement relating to the Company’s compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified under the Listing Rules for review
by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the Directors are
responsible for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and fair view. The
Directors are also responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or the Company or to cease operations, or
have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks
of non-compliance with laws and regulations related to breaches of environmental, health
and safety and competition regulations, and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered
those laws and regulations that have a direct impact on the financial statements such as
the Companies Act 2006, the Listing Rules, UK tax legislation and equivalent local laws and
legislations applicable to material component teams. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to increase revenue and management bias in
accounting estimates. The Group engagement team shared this risk assessment with the
component auditors so that they could include appropriate audit procedures in response to
such risks in their work. Audit procedures performed by the Group engagement team and/
or component auditors included:
• •
Discussions with management and internal audit as part of our fraud risk assessment,
including consideration of known or suspected instances of non-compliance with laws
and regulations and fraud. This included review of Board minutes, internal audit reports
and the report from the whistleblowing hotline
• •
Evaluation of management’s controls designed to prevent and detect irregularities
Synthomer plc Annual Report 2025136
• •
Challenging assumptions and judgements made by management in its significant
accounting estimates, in particular in relation to impairment of goodwill and
goingconcern
• •
Obtained a list of journals, confirmed its completeness, and used data auditing
techniques to identify journals which we considered to be at a higher risk of fraud such
asunusual account combinations like credits to revenue and debits to accounts other
than debtors and intercompany, debits to non-current assets (except PPE) with credits
toexpenses and debits to Special Items where the credit is to expenses; we tested these
journals back to supporting documentation
• •
Incorporated unpredictability into our audit procedures, which included performing a
review of significant customers in the Group, a review of immaterial exceptional items
toensure appropriate classification, and a scan of additions of PPE to ensure appropriate
capitalisation.
There are inherent limitations in the audit procedures described above. We are less likely
tobecome aware of instances of non-compliance with laws and regulations that are not
closely related to events and transactions reflected in the financial statements. Also, the risk
of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often
seek to target particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is
located on the FRC’s website at frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006
and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• •
We have not obtained all the information and explanations we require for our audit, or
• •
Adequate accounting records have not been kept by the Company, or returns adequate
for our audit have not been received from branches not visited by us, or
• •
Certain disclosures of Directors’ remuneration specified by law are not made, or
• •
The Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 December 2012.
Our uninterrupted engagement covers 14 financial years.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R–4.1.18R and filed on
the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format annual financial report
has been prepared in accordance with those requirements.
Craig Skelton (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
30 April 2026
Synthomer plc Annual Report 2025137
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements
2025
UnderlyingSpecial UnderlyingSpecial
performanceItemsIFRSperformanceItemsIFRS
Note£m£m£m£m£m£m
Continuing operations
Revenue
5
1,739 .2
–
1 ,739.2
1 , 9 3 3 .1
–
1 , 9 3 3 .1
CompanyandsubsidiariesoperatingprofitbeforeSpecialItems
3 6.2
–
36 .2
4 6.5
–
46 .5
Amortisationofacquiredintangibles
4
–
(4 4 . 4)
(4 4 . 4)
–
(4 5 .1)
(4 5 .1)
Restructuringandsiteclosurecosts
4
–
(14 . 0)
(14 . 0)
–
(1 5 .1)
(1 5 .1)
Acquisitioncostsandrelatedgains
4
–
0 .1
0 .1
–
(0 .6)
(0 .6)
Saleofbusiness
4
–
(2 .7)
(2 .7)
–
(3 .1)
(3 .1)
Softwareasaserviceimplementationcosts
4
–
(1 .1)
(1 .1)
–
–
–
Impairmentcharge
4
–
(22.5)
(22.5)
–
(5 .7)
(5 .7)
Pensionpastservicecost
4
–
(3. 2)
(3 . 2)
–
(4 . 4)
(4 . 4)
Companyandsubsidiariesoperatingprofit/(loss)
3 6.2
(87 .8)
(51 .6)
46 .5
(74 . 0)
(2 7.5)
Shareofjointventures
17
1. 4
–
1. 4
1. 6
(0. 3)
1.3
Operating profit/(loss)
6
3 7. 6
(87.8)
(5 0. 2)
4 8 .1
(74 . 3)
(26 . 2)
Interestpayable
9
(6 3. 8)
–
(6 3 .8)
(6 8 . 0)
–
(6 8 . 0)
Interestreceivable
9
4.7
–
4.7
12 .1
–
12 .1
Lossonextinguishmentoffinancingfacilities
4
–
–
–
–
(1. 4)
(1. 4)
Netinterestexpenseondefinedbenefitobligations
9
(1. 4)
–
(1. 4)
(1.7)
–
(1.7)
Interestelementofleasepayments
9
(3 .4)
–
(3 .4)
(2 .4)
–
(2 .4)
Finance costs
(6 3 .9)
–
(6 3 .9)
(6 0 . 0)
(1. 4)
(61. 4)
Loss before taxation
(26 . 3)
(87 .8)
(11 4 .1)
(11 .9)
(7 5 .7)
(8 7. 6)
Taxation
10
(3 7.7)
1.7
(3 6 .0)
4 .0
14. 6
18 . 6
Loss for the year from continuing operations
(6 4 .0)
(86. 1)
(1 5 0 .1)
(7. 9)
(6 1.1)
(69. 0)
Profit/(loss)fortheyearfromdiscontinuingoperationsattributabletoequityholdersoftheparent
29
3 .1
(9.9)
(6 . 8)
4 .1
(4 . 4)
(0. 3)
Loss for the year
(6 0 .9)
(9 6 .0)
(15 6 .9)
(3. 8)
(6 5 .5)
(6 9.3)
(Loss)/profitattributabletonon-controllinginterests
(0 .1)
0 .2
0 .1
0. 3
3.0
3. 3
Lossattributabletoequityholdersoftheparent
(6 0 .8)
(96 . 2)
(1 5 7. 0)
(4 .1)
(6 8 .5)
(7 2 .6)
(6 0 .9)
(9 6 .0)
(15 6 .9)
(3. 8)
(6 5 .5)
(6 9.3)
Earnings per share
– Basicfromcontinuingoperations
12
(3 9 .1)p
(5 2 . 8)p
(91.9)p
(5 .1)p
(3 9. 2)p
(4 4 . 3)p
– Dilutedfromcontinuingoperations
12
(3 9 .1)p
(5 2 . 8)p
(91.9)p
(5 .1)p
(3 9. 2)p
(4 4 . 3)p
– Basic
12
(3 7. 2)p
(5 8 .8)p
(9 6 .0)p
(2.5)p
(4 1.9)p
(4 4 . 4)p
– Diluted
12
(3 7. 2)p
(5 8 .8)p
(9 6 .0)p
(2.5)p
(4 1.9)p
(4 4 . 4)p
Consolidated income statement
for the year ended 31 December 2025
Synthomer plc Annual Report 2025138
2025
Equity holders Non-controllingEquityholdersNon-controlling
of the parentinterestsTotaloftheparentinterestsTotal
Note£m£m£m£m£m£m
(Loss)/profitfortheyear
(1 5 7. 0)
0 .1
(15 6 . 9)
(7 2 . 6)
3. 3
(69. 3)
Actuarialgains/(losses)
25
13 . 6
–
13 . 6
(2 .1)
–
(2 .1)
Taxrelatingtocomponentsofothercomprehensiveincome
10
(4 .1)
–
(4 .1)
0 .1
–
0 .1
Total items that will not be reclassified to profit or loss
9.5
–
9.5
(2 .0)
–
(2. 0)
Exchangedifferencesontranslationofforeignoperations
(31.9)
0. 3
(3 1.6)
3.8
(0. 8)
3.0
Exchangedifferencesrecycledonsaleofbusiness
–
–
–
4.4
–
4 .4
Fairvaluelossonhedgedinterestderivatives
(2 . 2)
–
(2 . 2)
(3 .3)
–
(3 . 3)
(Losses)/gainsonnetinvestmenthedgestakentoequity
(12 . 5)
–
(12 . 5)
11. 9
–
11 . 9
Total items that may be reclassified subsequently to profit or loss
(4 6 . 6)
0.3
(4 6 . 3)
16 . 8
(0 . 8)
16. 0
Other comprehensive (expense)/income for the year
(3 7.1)
0.3
(3 6 .8)
14. 8
(0. 8)
14 . 0
Total comprehensive (expense)/income for the year
(1 9 4 .1)
0.4
(1 93. 7)
(5 7. 8)
2.5
(5 5 .3)
Consolidated statement of comprehensive income
for the year ended 31 December 2025
Synthomer plc Annual Report 2025139
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements
Capital Hedging andTotal equityNon-
Share Share redemption translationRetained holdings of controllingTotal
capitalpremium reserve reserve earningsthe parentinterestsequity
£m£m£m£m£m£m£m£m
At1January2025
1. 6
925. 9
0 .9
2 7. 2
13 6 .7
1,092.3
15. 4
1 , 1 0 7. 7
(Loss)/profitfortheyear
–
–
–
–
(1 5 7. 0)
(1 5 7. 0)
0 .1
(15 6 .9)
Othercomprehensive(expense)/incomefortheyear
–
–
–
(4 6 . 6)
9.5
(3 7.1)
0.3
(3 6. 8)
Total comprehensive (expense)/income for the year
–
–
–
(4 6 . 6)
(1 4 7. 5)
(1 9 4 .1)
0.4
(1 93. 7)
Dividends
–
–
–
–
–
–
(2 .1)
(2 .1)
Share-basedpayments
–
–
–
–
2.6
2.6
–
2 .6
At 31 December 2025
1.6
925.9
0.9
(19 . 4)
(8 . 2)
900.8
13 .7
9 14 . 5
Capital HedgingandTotalequityNon-
ShareShareredemption translationRetainedholdingsofcontrollingTotal
capitalpremiumreservereserveearningstheparentinterestsequity
£m£m£m£m£m£m£m£m
At1January2024
1.6
9 2 5 .9
0 .9
1 0.4
2 0 9. 8
1,1 4 8 . 6
13 . 4
1,16 2 . 0
(Loss)/profitfortheyear
–
–
–
–
(7 2 . 6)
(7 2 .6)
3.3
(69. 3)
Othercomprehensiveincome/(expense)fortheyear
–
–
–
16 . 8
(2. 0)
14 . 8
(0.8)
14 . 0
Totalcomprehensiveincome/(expense)fortheyear
–
–
–
16 . 8
(74 . 6)
(5 7. 8)
2.5
(5 5 . 3)
Dividends
–
–
–
–
–
–
(0.5)
(0 .5)
Share-basedpayments
–
–
–
–
1. 5
1. 5
–
1. 5
At 31 December 2024
1. 6
9 2 5 .9
0 .9
2 7. 2
13 6 .7
1, 0 9 2 . 3
15 . 4
1 , 1 0 7. 7
Consolidated statement ofchanges inequity
for the year ended 31 December 2025
Synthomer plc Annual Report 2025140
Note
2025 2024
£m£m
Non-current assets
Goodwill
13
4 4 3.0
4 5 5 .1
Acquiredintangibleassets
14
347 .2
4 0 7.1
Otherintangibleassets
15
6 9.6
7 0.6
Property,plantandequipment
16
656.5
6 88 .5
Deferred tax assets
11
25.4
5 5 .7
Definedbenefitasset
25
40 .3
26 .0
Investmentinjointventures
17
8.7
8 .1
Total non-current assets
1, 5 9 0 .7
1 , 7 11 .1
Current assets
Inventories
18
3 3 6 .9
3 48.2
Tradeandotherreceivables
19
15 3 . 8
2 2 7. 2
Current tax assets
10
2 .6
15 . 6
Cashandcashequivalents
20
18 9 .9
2 25.8
Derivativefinancialinstruments
21
1. 2
2.8
Assetsclassifiedasheldforsale
29
5.4
6.5
Total current assets
689.8
8 26 .1
Total assets
2,28 0. 5
2 , 5 3 7. 2
Current liabilities
Borrowings
20
–
(12 4 . 2)
Tradeandotherpayables
23
(3 9 7. 7)
(3 9 1. 6)
Lease liabilities
22
(18 . 8)
(12 . 3)
Current tax liabilities
10
(15 . 3)
(1 7. 6)
Provisionsforotherliabilitiesandcharges
24
(3 . 3)
( 7. 8)
Derivativefinancialinstruments
21
(3 .0)
(1.6)
Total current liabilities
(4 38 .1)
(555. 1)
Consolidated balancesheet
as at 31 December 2025
Synthomer plc Annual Report 2025141
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements
Consolidated balancesheet continued
Note
2025 2024
£m£m
Non-current liabilities
Borrowings
20
(76 4 .9)
(6 9 8 .6)
Tradeandotherpayables
23
(0 . 2)
(0 .1)
Lease liabilities
22
(3 4 . 8)
(4 3 .6)
Deferred tax liabilities
11
(30 .0)
(2 8 .9)
Retirementbenefitobligations
25
(7 9.9)
(75 .7)
Provisionsforotherliabilitiesandcharges
24
(18 .1)
(2 7. 5)
Total non-current liabilities
(927.9)
(8 74 . 4)
Total liabilities
(1, 3 6 6 .0)
(1, 4 2 9. 5)
Net assets
9 14 . 5
1 , 1 0 7. 7
Equity
Sharecapital
26
1. 6
1. 6
Sharepremium
26
925.9
9 2 5 .9
Capitalredemptionreserve
0.9
0 .9
Hedgingandtranslationreserve
26
(19. 4)
27. 2
Retained(losses)/earnings
26
(8 . 2)
13 6 . 7
Equity attributable to equity holders of the parent
9 00.8
1, 0 9 2 . 3
Non-controlling interests
13 .7
15 . 4
Total equity
9 14 . 5
1 , 1 0 7. 7
The financial statements on pages 138 to 189 were approved by the Board of Directors and authorised for issue on 30 April 2026.
They are signed on its behalf by:
M Willome L Liu
Director Director
Synthomer plc Annual Report 2025142
2025
Note
£m
£m
£m
£m
Operating
Cashgeneratedfromoperations
27
18 4 . 4
3 9.2
– Interestreceived
4 .7
12 .1
– Interest paid
(62 . 3)
(6 4 . 3)
– Interestelementofleasepayments
(3. 0)
(2 .4)
Net interest paid
(6 0. 6)
(5 4 .6)
– UKcorporationtaxreceived
0.5
0.7
– Overseascorporatetaxpaid
–
(18 . 8)
Totaltaxreceived/(paid)
0.5
(1 8 .1)
Net cash inflow/(outflow) from operating activities
124 . 3
(3 3.5)
Investing
Dividendsreceivedfromjointventures
17
–
1. 0
Purchaseofproperty,plantandequipmentandintangibleassets
(8 7.7)
(9 0 .6)
Proceedsfromsaleofproperty,plantandequipment
1. 4
7. 4
Proceeds from sale of business
29
21. 3
2 0.5
Net cash outflow from investing activities
(6 5. 0)
(61.7)
Financing
Dividendspaidtonon-controllinginterests
(2 .1)
(0.5)
Costsonissueofshares
–
(4 .7)
Settlementofequity-settledshare-basedpayments
–
(0. 2)
Repaymentofprincipalportionofleaseliabilities
(12 . 4)
(1 2 .1)
Repaymentofborrowings
(18 0 . 5)
(3 2 7. 9)
Proceedsofborrowings
98. 2
2 9 9.5
Net cash outflow from financing activities
(9 6. 8)
(4 5 .9)
Decrease in cash, cash equivalents and bank overdrafts during the period
(3 7. 5)
(1 4 1 .1)
Cashandcashequivalentsandbankoverdraftsat1January
20
225.5
370 .6
Foreignexchange
20
1.9
(4 . 0)
Cash, cash equivalents and bank overdrafts at 31 December
20
18 9.9
22 5.5
Seenote29forfurtherdetailsofcashflowsfromdiscontinuedoperations.
Consolidated cash flow statement
for the year ended 31 December 2025
Synthomer plc Annual Report 2025143
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements
Note
20252024
£m£m
Netcashinflow/(outflow)fromoperatingactivities
12 4 . 3
(3 3 .5)
Add:dividendsreceivedfromjointventures
17
–
1. 0
Less:netcapitalexpenditure
(86.3)
(8 3 .2)
Add:proceedsfromsaleofbusiness
21. 3
20.5
59. 3
(9 5. 2)
Issueofshares
–
(4 .7)
Dividendspaidtonon-controllinginterests
(2 .1)
(0. 5)
Settlementofequity-settledsharebasedpayments
–
(0. 2)
Repaymentforprincipalportionofleaseliabilities
(12 . 4)
(1 2 .1)
Foreignexchangeandothermovements
20
(22 .8)
15 . 4
Decrease/(increase) in net debt
22 .0
(9 7. 3)
Reconciliation of net cash flow from operating activities to movement in net debt
for the year ended 31 December 2025
Synthomer plc Annual Report 2025144
1 General information
Synthomer plc (the ‘Company’) is a public limited company, limited by shares and
incorporated and domiciled in the United Kingdom and registered in England under the
Companies Act. The address of the registered office is given on page 213. The
Company is listed on the London Stock Exchange.
The principal activities of the Company and its subsidiaries (the ‘Group’) and the
nature of the Group’s operations are set out in the Strategic report.
The consolidated financial statements are prepared in pounds sterling, the functional
currency of the Company. Foreign operations are included in accordance with the
policies set out in note 2.
2 Material accounting policies
Basis of preparation
These consolidated financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006
as applicable to companies reporting under those standards and the disclosure guidance
and transparency rules sourcebook of the United Kingdom’s Financial Conduct Authority.
The financial statements have been prepared on a going concern basis and under the
historical cost basis, except for the revaluation of financial instruments that are
measured at fair value at the end of each reporting period, as explained in the
accounting policies below.
The principal accounting policies adopted and applied in the preparation of these
financial statements consistently in all the years presented are set out below.
Going concern
The Group meets its day-to-day working capital requirements through its bank
facilities. Given the 2027 maturities of the UKEF and RCF facilities in place as at
31 December 2025, the Group has undertaken an exercise to refinance these facilities.
On 30 April 2026, subject to completion of a number of administrative conditions, the
Group completed a full refinancing of the €300m multi-currency RCF facility and the
€288m and $230m UKEF term loans, as described in the financial review on p.14. The
refinancing arrangement has introduced a new quarterly leverage covenant threshold
requirement along with minimum liquidity requirements and has extended the maturity
dates of the facilities out to 2029.
The current economic conditions continue to create uncertainty, particularly over
the level of demand for the Group’s products. The Group’s forecasts and projections
take account of reasonably possible changes in trading performance and a severe
but plausible downside scenario has been prepared, linked to our principal risks.
The reasonably possible scenario does not threaten the Group’s ability to operate
within the level of its facilities under the agreed terms of the refinancing under the
minimum 12 month going concern assessment period. Modelling has been updated to
reflect the new covenant thresholds and liquidity requirements. No mitigating actions
have been included for any of the scenarios and, should it need to, the Group could
take action quickly to significantly reduce costs and cash outflows as demonstrated
during the course of the COVID-19 pandemic in 2020. The severe but plausible
downside scenario, offset by mitigation actions as required, does not threaten the
Group’s ability to operate within the level of its current facilities. Should it need to, the
Group could take action quickly to significantly reduce costs and cash outflows as
demonstrated during the course of the COVID-19 pandemic in 2020.
Having assessed the principal risks and the other matters discussed in connection
with the Viability Statement (see page 64), the Directors considered it appropriate to
adopt the going concern basis of accounting in preparing its consolidated financial
statements.
Further information on the Group’s borrowings is given in note 20.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries) made up to
31 December each year. Control is achieved when the Company:
• •
Has the power over the investee
• •
Is exposed, or has rights, to variable returns from its involvement with the investee, and
• •
Has the ability to use its power to affect its returns.
Consolidation of a subsidiary begins from the date the Company obtains control and
ceases from the date the Company loses control. Where necessary on obtaining
control, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies into line with those used by the Group.
Non-controlling interests in subsidiaries are identified separately from the Group’s
equity therein. Subsequent to the date on which the Company obtains control, the
carrying amount of non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests’ share of subsequent changes in equity.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating
to transactions between members of the Group are eliminated on consolidation.
Materiality
Various disclosures make reference to items considered material or immaterial to the
financial statements. The Group considers information to be material if omitting it or
misstating it could influence decisions that users make on the basis of the financial
information provided. Materiality is considered from both a quantitative and qualitative
factor perspective. In addition to subsequent specific references to materiality, and in
compliance with IFRS, certain disclosures have not been provided where the
information resulting from that disclosure is not material.
Notes to the consolidated
financialstatements
for the year ended 31 December 2025
Synthomer plc Annual Report 2025145
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
2 Material accounting policies continued
Business combinations
Acquisitions of subsidiaries and businesses are accounted for in accordance with
IFRS 3. The consideration transferred in a business combination is measured at fair
value, which is calculated as the sum of the acquisition date fair values of assets
acquired by the Group, liabilities incurred by the Group to former owners of the
acquiree and the equity interest issued by the Group in exchange for control of
the acquiree. Acquisition related costs are recognised in profit or loss as incurred.
At acquisition date, the identifiable assets acquired and the liabilities assumed are
recognised at their fair value, except that:
• •
Deferred tax assets or liabilities are recognised and measured in accordance
with IAS 12 Income Taxes
• •
Liabilities or assets related to employee benefit arrangements are recognised
and measured in accordance with IAS 19 Employee Benefits, and
• •
Assets (or disposal groups) that are classified as held for sale in accordance
with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations
are measured in accordance with that standard.
If the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional
amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during a measurement period (see below), or additional assets
or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that, if known, would have
affected the amounts recognised as of that date.
A measurement period is the period from the date of acquisition to the date the Group
obtains complete information about facts and circumstances that existed as of the
acquisition date and is subject to a maximum of one year.
If a business combination is achieved in stages, the Group’s previously held interest in
the acquired entity is remeasured to its acquisition date fair value and the resulting
gain or loss, if any, is recognised in profit or loss.
Goodwill
Goodwill is measured as the excess of the consideration transferred over the Group’s
interest in acquisition-date identifiable assets acquired less liabilities assumed.
Goodwill is not amortised but is reviewed for impairment at least annually. For the
purpose of impairment testing, goodwill is allocated to each of the Group’s cash
generating units expected to benefit from the synergies of the combination. Cash
generating units are defined as our reportable segments: Coatings & Construction
Solutions, Adhesive Solutions and Health & Protection and Performance Materials.
Cash generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired.
If the recoverable amount of the cash generating unit is less than the carrying amount
of the unit, the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit. An impairment loss for goodwill
is not reversed in a subsequent period.
On disposal of a subsidiary, associate or joint venture, the attributable amount of
goodwill is included in the determination of the profit or loss on disposal. Goodwill
arising on acquisitions before the date of transition to IFRS has been retained at the
previous UK GAAP amounts subject to being tested for impairment at that date.
Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated
and is not included in determining any subsequent profit or loss on disposal.
Joint ventures
Joint ventures are accounted for using the equity method of accounting. Under the
equity method, interests in joint ventures are initially recognised at cost and adjusted
thereafter to recognise the Group’s share of the post-acquisition profits or losses and
movements in other comprehensive income.
Revenue
General
Synthomer manufactures and sells mainly water-based polymers across a diverse
range of end use applications. Our products are predominantly sold in liquid form, in
bulk containers.
Revenue is measured based on the consideration to which the Group expects to be
entitled in a contract with a customer when performance obligations are satisfied.
Revenue is recognised at the point in time when control of the product is transferred
from Synthomer to the customer.
The customer is deemed to obtain control of the resultant asset in line with the Incoterms
under which it is sold. The significant majority of Synthomer’s products are sold under
Carriage Paid To (CPT) and Carriage and Insurance Paid (CIP) International Commercial
Terms. Under these terms, control of the product is transferred when the goods reach
their destination. At this point the risks of obsolescence and loss have been transferred
and there is no unfulfilled obligation that could affect the customer’s acceptance of the
product. A receivable is recognised at this point in time as consideration is unconditional
and only the passage of time is required before payment is due.
Synthomer plc Annual Report 2025146
Rebates
Synthomer may grant customers rebates if the goods purchased by the customer
exceed a contractually defined threshold within the specified period. Rebates are
usually deducted from the amounts payable by the customer. Depending on the terms
of the underlying contract, Synthomer uses either the expected value or the most likely
amount to estimate the variable consideration for expected future rebates. Historical,
current and forecast information is considered when calculating rebates.
The majority of rebate programmes are aligned with the Group’s financial year end,
providing certainty around how much should be recognised in the financial statements.
Other
The Group does not have any contracts where the period between the transfer of
promised goods to the customer and payment by the customer exceeds one year. As a
consequence, the Group applies the practical expedient in IFRS 15 and does not adjust
any of the transaction prices for the time value of money.
Foreign currencies
In preparing the financial statements of the individual companies, transactions in
currencies other than the entity’s functional currency are recognised at the rates of
exchange prevailing on the dates of the transactions. At each balance sheet date,
monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Non-monetary assets
and liabilities carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they
arise except for:
• •
Exchange differences on transactions entered into to hedge certain foreign
currency risks (see below under Hedge accounting), and
• •
Exchange differences on monetary items receivable or payable to a foreign
operation for which settlement is neither planned nor likely to occur in the
foreseeable future (therefore forming part of the net investment in the foreign
operation), which are recognised initially in other comprehensive income and
reclassified from equity to profit or loss on disposal of the net investment.
On consolidation, the assets and liabilities of the Group’s non-sterling operations
are translated at exchange rates prevailing on the balance sheet date. Income and
expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognised in other comprehensive income and
accumulated in a separate component of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing rate.
The Group elected to treat goodwill and fair value adjustments arising on acquisitions
before the date of transition to IFRS as sterling-denominated assets and liabilities.
Operating profit and loss
Operating profit and loss represents profit and loss from continuing activities before
financing costs and taxation.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs
from profit before tax as reported in the income statement because it excludes items
of income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group’s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the
balance sheet date.
A provision is recognised for those matters for which the tax determination is
uncertain but it is considered probable that there will be a future outflow of funds to a
tax authority. The provisions are measured at best estimate of the amount expected to
become payable. The assessment is based on the judgement of tax professionals
within the Company supported by previous experience in respect of such activities and
in certain cases based on specialist independent tax advice.
Synthomer plc Annual Report 2025147
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
2 Material accounting policies continued
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between
the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit and is accounted
for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised.
Deferred tax liabilities and assets are not recognised for temporary differences
between the carrying amount and tax bases of investments in foreign operations
where the Group is able to control the reversal of the temporary differences and it is
probable that the differences will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when
the liability is settled or the asset is realised. Deferred tax is charged or credited in the
income statement, except when it relates to items charged or credited directly to other
comprehensive income, in which case the deferred tax is also dealt with in other
comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax consequences
that would follow from the manner in which the Group expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred income tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the deferred
income tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
Global Minimum Top-up Tax
The Group has adopted International Tax Reform – Pillar Two Model Rules
(Amendments to IAS 12) upon their release on 23 May 2023. The amendments provide
a temporary mandatory exception from deferred tax accounting for the top-up tax,
which is effectively immediately, and require new disclosures about the Pillar Two
exposure (see notes 10 and 11).
The mandatory exception applies retrospectively. However, because no new legislation
to implement the top-up tax was enacted or substantively enacted at 31 December
2022 in any jurisdiction in which the Group operates and no related deferred tax was
recognised at that date, the retrospective application has no impact on the Group’s
consolidated financial statements.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the
contract. The lease term is determined from the commencement date of the contract
and covers the non-cancellable term. If considered reasonably certain, extension or
termination options are included in the lease term.
At the commencement date, a lease liability is recognised, measured at the present
value of the future lease payments and discounted using the Group’s incremental
borrowing rate. Subsequently, the lease liability is adjusted by increasing the carrying
amount to reflect interest on the lease liability, reducing the carrying amount to reflect
the lease payments made and remeasuring the carrying amount to reflect any
reassessment or lease modifications.
At the commencement date, a right-of-use asset is recognised, measured at an
amount equal to the lease liability plus any lease payments made before the
commencement date and any initial direct costs, less any lease incentive payments.
An estimate of costs to be incurred in restoring an asset, in accordance with the terms
of the lease, is also included in the right-of-use asset at initial recognition.
Subsequently, right-of-use assets are measured in accordance with the accounting
policy for property, plant and equipment and are depreciated over the shorter period
of lease term and the useful life of the underlying asset. Any adjustments to the
corresponding lease liability are reflected in the corresponding right-of-use asset.
Short-term leases and low value leases are not recognised as lease liabilities and
right-of-use assets, but are recognised as an expense straight-line over the lease term.
Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation and
any recognised impairment loss. Cost comprises original purchase price and the costs
attributable to bringing the asset to its working condition for its intended use,
including, where appropriate, capitalised finance costs.
Freehold land is not depreciated.
Depreciation is recognised so as to write-off the cost of assets less their residual
values over their useful lives, using the straight-line method, on the following bases:
Freehold buildings
• •
50 years
Leasehold land and buildings
• •
the lesser of 50 years and the
period of the lease
Plant and equipment
• •
between 3 and 20 years
Assets in the course of construction are carried at cost, less any recognised
impairment loss. Finance costs directly attributable to the acquisition or construction
of qualifying assets are capitalised as part of the cost of those assets. Depreciation of
these assets commences when the assets are ready for their intended use.
The estimated useful lives, residual values and depreciation method are reviewed at
the end of each reporting period, with the effect of any changes in estimate accounted
for on a prospective basis.
Synthomer plc Annual Report 2025148
Acquired intangible assets
Intangible assets acquired in a business combination are initially recognised at their
fair value at the acquisition date, which is regarded as their cost. Where necessary the
fair value of assets at acquisition and their estimated useful lives are based on
independent valuation reports.
Acquired intangible assets are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is recognised on a straight-line basis
over estimated useful lives, on the following bases:
Customer relationships
• •
between 5 and 20 years
Other intangibles
• •
up to 20 years
Assets with an indefinite life are not subject to amortisation.
Acquired intangible assets are derecognised upon reaching the end of their
useful lives.
Other intangible assets
Other intangible assets that are not acquired through a business combination are
initially measured at cost and amortised on a straight-line basis over their estimated
useful lives of up to ten years.
An internally generated intangible asset arising from development (or from the
development phase of an internal project) is recognised only if all of the following
conditions have been demonstrated:
• •
The technical feasibility of completing the asset
• •
The intention to complete the intangible asset and use or sell it
• •
The ability to use or sell the asset once development has been completed
• •
The probability that the asset created will generate future economic benefits
• •
The availability of adequate technical, financial and other resources to complete
the development
• •
The asset created can be separately identified and the development cost can be
measured reliably.
The amount initially recognised for internally generated intangible assets is the sum
of the expenditure incurred from the date when the intangible asset first meets the
recognition criteria listed above. Where no internally-generated intangible asset can
be recognised, development expenditure is recognised as an expense in the period in
which it is incurred.
Impairment of property, plant and equipment and intangible assets
excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its property,
plant and equipment and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the recoverable
amount of the cash generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs of disposal 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 for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (or cash generating unit) is
reduced to its recoverable amount. An impairment loss is recognised in the
income statement.
When an impairment loss subsequently reverses, the carrying amount of the asset (or
cash generating unit) is increased to the revised estimate of its recoverable amount to
the extent that the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been recognised in prior
years. A reversal of an impairment loss is recognised immediately in the
income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises
direct materials and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present location and condition.
Cost is calculated using the weighted average method. Net realisable value represents
the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution. Provision is made for obsolete,
slow-moving or defective items where they exist.
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes
a party to the contractual provisions of the instrument.
The Group classifies its financial instruments in the following categories:
• •
Financial assets and liabilities at amortised cost (AC)
• •
Financial assets and liabilities at fair value through profit and loss (FVTPL)
• •
Financial assets and liabilities at fair value through other comprehensive
income (FVTOCI).
Financial assets and liabilities are initially measured at fair value including, where
permitted, any directly attributable transaction costs.
All recognised financial assets are subsequently measured in their entirety at either
amortised cost or fair value, depending on their classification.
Synthomer plc Annual Report 2025149
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
2 Material accounting policies continued
Financial assets and liabilities measured at amortised cost
Financial assets measured at amortised cost include cash and cash equivalents and
trade and other receivables. Cash and cash equivalents comprise cash held in bank
accounts with no access restrictions, and bank term deposits repayable on demand or
maturing within three months of inception.
At each reporting date the Group recognises a loss allowance for expected credit losses
on financial assets measured at amortised cost. In establishing the appropriate amount
of loss allowance to be recognised, the Group applies either the general approach or the
simplified approach, depending on the nature of the underlying class of financial assets:
• •
Under the general approach, the Group recognises a loss allowance for a financial
asset at an amount equal to the 12 month expected credit losses, unless the credit
risk on the financial asset has increased significantly since initial recognition, in
which case a loss allowance is recognised at an amount equal to the lifetime
expected credit losses
• •
The simplified approach is applied to the impairment assessment of trade and
other receivables. Under this approach, the Group recognises expected lifetime
losses upon initial recognition.
Financial liabilities measured at amortised cost include trade and other payables,
lease liabilities and borrowings. Borrowings are measured at amortised cost unless
they form part of a fair value hedge relationship. The difference between the initial
carrying amount of borrowings and the redemption value is recognised in the income
statement over the contractual terms using the effective interest rate method.
Financial assets and liabilities held at fair value
Financial assets and liabilities are measured at fair value through profit or loss when
they do not meet the criteria to be measured at amortised cost or at fair value through
other comprehensive income.
Financial assets and liabilities at FVTPL are measured at fair value at the end of each
reporting period with fair value gains or losses recognised in profit or loss to the extent
they are not part of a designated hedging relationship (see below).
Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its
exposure to interest rate and foreign exchange rate risk, including interest rate swaps,
foreign currency forward contracts and foreign currency options. Further details of
derivative financial instruments are set out in note 21.
Derivatives are initially recognised at fair value at the date the derivative contracts are
entered into and are subsequently remeasured to their fair value at the end of each
reporting period. The resulting gain or loss is recognised in the income statement
immediately unless the derivative is designated and effective as a hedging instrument,
in which event the timing of the recognition in the income statement depends on the
nature of the hedge relationship.
Hedge accounting
To mitigate foreign currency and interest rate risk, the Group designates certain
derivatives as hedging instruments in fair value hedges, cash flow hedges, or hedges
of net investments in foreign operations as appropriate.
At the inception of the hedge relationship, the Group documents the relationship
between the hedging instrument and the hedged item, along with its risk management
objectives and its strategy for undertaking various hedge transactions. Furthermore,
at the inception of the hedge and on an ongoing basis, the Group documents whether
the hedging instrument is effective in offsetting changes in fair value or cash flows of
the hedged item attributable to the hedged risk.
On adoption of IFRS 9, the Group elected to continue to apply the hedge accounting
requirements of IAS 39 as permitted by the standard.
Fair value hedges
The Group only applies fair value hedge accounting for foreign currency risk.
The fair value change on qualifying hedging instruments is recognised in the income
statement and is recognised in the same line as the hedged item.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges is recognised in other comprehensive income and
accumulated under the heading of cash flow hedging reserve, limited to the cumulative
change in fair value of the hedged item from inception of the hedge.
Gains or losses relating to an ineffective portion are recognised immediately in the
income statement.
Amounts previously recognised in other comprehensive income and accumulated in
equity are reclassified in the income statement in the periods when the hedged item
affects profit or loss, in the same line as the recognised hedged item. However, when
the hedged forecast transaction results in the recognition of a non-financial asset or a
non-financial liability, the gains and losses previously recognised in other
comprehensive income and accumulated in equity are removed from equity and
included in the initial measurement of the cost of the non-financial asset or non-
financial liability.
Hedge accounting is discontinued when the Group revokes the hedging relationship,
the hedging instrument expires or is sold, terminated or exercised, or no longer
qualifies for hedge accounting. Any gain or loss accumulated at that time in equity is
recognised when the forecast transaction is ultimately recognised in profit or loss.
When a forecast transaction is no longer expected to occur, the cumulative gain or
loss in equity is recognised immediately in profit or loss.
Synthomer plc Annual Report 2025150
Hedges of net investment in foreign operations
Hedges of net investments in foreign operations are accounted for similarly to cash
flow hedges. Any gain or loss on the hedging instrument relating to the effective
portion of the hedge is recognised in other comprehensive income in the foreign
currency translation reserve. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement.
Gains and losses on the hedging instrument relating to the effective portion of the
hedge accumulated in the foreign currency translation reserve are reclassified to profit
or loss on the disposal of the foreign operation.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as an
expense when employees have rendered service entitling them to the contributions.
Payments made to state-managed retirement benefit schemes are treated as
payments to defined contribution schemes where the Group’s obligations under the
schemes are equivalent to those arising in a defined contribution scheme.
For defined benefit schemes, the cost of providing benefits is calculated using the
projected unit credit method, with actuarial valuations carried out at the end of each
reporting period.
Defined benefit costs are split into three categories, namely:
• •
Service costs, which includes current service cost, past service cost and
gains and losses on curtailments and settlements
• •
Net interest expense, and
• •
Remeasurements.
The Group presents service costs within cost of sales and administrative expenses.
Past service cost is recognised when the plan amendment or curtailment occurs.
Net interest expense is recognised within finance costs and is calculated by applying
a discount rate to the net defined benefit liability.
Remeasurement comprising actuarial gains and losses and the return on scheme
assets (excluding interest) are recognised immediately in the balance sheet with a
charge or credit to the statement of other comprehensive income in the period in
which they occur and are not subsequently reclassified to profit and loss.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will be required
to settle that obligation and a reliable estimate can be made of the amount of the
obligation. Provisions are measured as the best estimate of the expenditure required
to settle the obligation at the balance sheet date and are discounted to present value
where the effect is material.
Provisions for restructuring costs are recognised when the Group has a detailed
formal plan for the restructuring that has been communicated to affected parties.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. These
are measured at the fair value of the equity instruments at grant date. The fair value
excludes the effect of non-market-based vesting conditions. The fair value determined
at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group’s estimate of equity
instruments that will eventually vest. At each balance sheet date, the Group revises its
estimate of the number of equity instruments expected to vest as a result of the effect
of non-market-based vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to equity reserves. The
Group will on occasion, at its own discretion, settle these share-based payments
in cash rather than equity.
For cash-settled share-based payments, a liability is recognised for the goods or
services acquired, measured initially at the fair value of the liability. At each balance
sheet date until the liability is settled, and at the date of settlement, the fair value of the
liability is remeasured, with any changes in fair value recognised in profit or loss for
the year.
Alternative performance measures
The Group has consistently used two significant Alternative Performance Measures
(APMs) since its adoption of IFRS in 2005:
• •
Underlying performance, which excludes Special Items from IFRS profit measures
• •
EBITDA, which excludes Special Items, amortisation and depreciation from IFRS
operating profit.
The Board’s view is that Underlying performance provides additional clarity for the
Group’s investors and so it is the primary focus of the Group’s narrative reporting. It
is not intended to be a superior measure to IFRS, however, these measures are used
internally to manage the business. Further information and the reconciliation to the
IFRS measures are included in notes 4 and 5.
Synthomer plc Annual Report 2025151
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
2 Material accounting policies continued
Critical accounting judgements and estimates
In the application of the Group’s accounting policies, the Directors are required to
make judgements (other than those involving estimations) that have a significant
impact on the amounts recognised and to make estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimate
is revised if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting date that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below. The assumptions for each estimate are set out in the
relevant note referenced below.
• •
Defined benefit obligation (note 25): Calculation of the Group’s defined benefit
obligation includes a number of assumptions which impact the carrying value of
the obligation.
• •
Valuation of goodwill, intangible assets and property plant and equipment on
acquisition: In a business combination, intangible and tangible assets are identified
and recognised at fair value. The assumptions involved in valuing these assets
require the use of estimates that may differ from the actual outcome. These
estimates cover future growth rates, expected inflation rates and the discount rate
used. Changing the assumptions selected by management could significantly
affect the allocation of the purchase price paid between goodwill and other
acquired intangibles.
• •
Impairment of goodwill and intangible assets: as part of impairment testing, the
Group is required to estimate the recoverable amount of cash generating units by
estimating future cash flows. The assumptions involved in estimating the
recoverable amount include future growth rates and the discount rates used.
Changing the assumptions selected by management could significantly affect the
amount of any impairment.
• •
Current tax liability and deferred tax (notes 10 and 11): The Group annually incurs
significant amounts of income taxes payable to various jurisdictions around the
world and it also recognises significant changes in deferred tax assets and
deferred tax liabilities, all of which are based on management’s interpretations of
applicable laws, regulations and relevant court decisions.
Critical judgements in applying the Group’s accounting policies
During the year the Group maintained agreements under which amounts receivable
from customers can be sold to a third-party on a non-recourse basis. These
receivables are derecognised at the point of sale which is shortly after the initial
recognition of the receivable balance. This derecognition generated a net cash inflow
of £77.2m for the year ended 31 December 2025 (2024: £23.2m outflow) and a net
reduction in receivables of £170.1m as at 31 December 2025 (2024: £87.3m).
In accordance with IFRS 9, the Group has determined that substantially all the risks
and rewards of ownerships of these receivables have been transferred to the third
parties under the facilities, resulting in derecognition of the customer receivables.
IFRS 7 provides further guidance on disclosure requirements where there is continued
involvement in the derecognised financial assets. The Group has determined that an
asset should be recognised in respect of deferred purchase price reserve, which
represents a portion of the original receivable. This reserve is subsequently paid by the
counterparties to the agreements, whether the customer pays the receivable in full or
not. Further disclosures in relation to this receivable can be found in note 21.
There are no other critical judgements, apart from those involving estimations (which
are discussed above), that the Directors have made in the process of applying the
Group’s accounting policies.
3 Adoption of new and revised standards
There were no new standards or amendments to existing standards that were
effective in the year that have had a material impact on the Group. There are a number
of amendments and clarifications to IFRS, effective in future years, which have not
been early adopted by the Group. These standards, amendments or clarifications are
not expected to significantly impact the Group’s consolidated results or financial
position in the current or future periods.
Synthomer plc Annual Report 2025152
4 Special Items
IFRS and Underlying performance
The IFRS profit measures show the performance of the Group as a whole and as such
include all sources of income and expense, including both one-off items and those
that do not relate to the Group’s ongoing businesses. To provide additional clarity on
the ongoing trading performance of the Group’s businesses, management uses
‘Underlying’ performance as an Alternative Performance Measure to plan for, control
and assess the performance of the segments. Underlying performance differs from
the IFRS measures as it excludes Special Items.
Special Items
Special Items are disclosed separately in order to provide a clearer indication of the
Group’s Underlying performance.
Special Items are either irregular, and therefore including them in the assessment
of a segment’s performance would lead to a distortion of trends, or are technical
adjustments which ensure the Group’s financial statements are in compliance with
IFRS but do not reflect the operating performance of a segment in the year, or both.
An example of the latter is the amortisation of acquired intangibles, which principally
relates to acquired customer relationships. The Group incurs costs, which are
recognised as an expense in the income statement, in maintaining these customer
relationships. The Group considers that the exclusion of the amortisation charge
on acquired intangibles from Underlying performance avoids the potential double
counting of such costs and therefore excludes it as a Special Item from Underlying
performance.
The following are consistently disclosed separately as Special Items in order to provide
a clearer indication of the Group’s Underlying performance:
• •
Restructuring and site closure costs
• •
Sale of business or significant asset
• •
Acquisition costs and related gains
• •
Amortisation of acquired intangible assets
• •
Impairment of non-current assets
• •
Fair value adjustments in respect of derivative financial instruments
where hedge accounting is not applied
• •
Items of income and expense that are considered material,
either by their size and/or nature
• •
Tax impact of above items;
• •
Settlement of prior period tax issues
• •
Customisation, configuration and set-up costs of significant Software
as a Service (“SaaS”) arrangements.
Special Items comprise:
Note
2025 2024
£m £m
Amortisation of acquired intangibles
14
(44.4)
(45.1)
Restructuring and site closure costs
(including share of JV)
(14.0)
(15.4)
Impairment charge
(22.5)
(5.7)
Acquisition costs and related gains
0.1
(0.6)
Sale of business
(2.7)
(3.1)
Software as a Service implementation costs
(1.1)
–
Pension past service cost
(3.2)
(4.4)
Total impact on continuing operating profit
(87.8)
(74.3)
Finance costs
Loss on extinguishment of financing facilities
9
–
(1.4)
Total impact on loss before taxation
(87.8)
(75.7)
Taxation Special Items
10
–
7.5
Taxation on Special Items
10
1.7
7.1
Total impact on loss for the year –
continuing operations
(86.1)
(61.1)
Discontinued operations
Restructuring and site closure costs
(0.3)
(1.1)
Sale of business
(8.9)
(3.3)
Taxation on Special Items
(0.7)
–
Total impact on profit for the year –
discontinued operations
(9.9)
(4.4)
Total impact on loss for the year
(96.0)
(65.5)
Amortisation of acquired intangibles is the amortisation on the customer lists, patents,
trademarks and trade secrets arising on past acquisitions. The fair value of the
intangible assets arising on past acquisitions are being amortised over periods of 8-20
years mainly dependent on the characteristics of the customer relationships.
Synthomer plc Annual Report 2025153
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
4 Special Items continued
Within continuing operations, Restructuring and site closure costs in 2025 principally
comprised:
• •
A £1.2m charge in relation to the ongoing integration of the acquired Adhesive
Resins business into the Adhesive Solutions division
• •
£0.8m of costs in relation to the closure of the Ningbo antioxidants plant;
• •
£6.7m of costs in relation to global rationalisation and restructuring activities
• •
£3.5m in relation to a procurement excellence transformation project; and
• •
£1.1m loss incurred in relation to an onerous contract following the earlier
divestment of the European tyre cord business
Restructuring and site closure costs in 2024 included charges to integrate the
Adhesive Resins business, site rationalisation costs in the USA, Malaysia and Europe,
and costs in relation to operational site reviews to align with our strategic initiatives.
Impairment includes an impairment charge of £28.5m in relation to non-current
assets in our Acrylate Monomers business, offset by an impairment reversal of £6.0m
relating to the reversal of a previous impairment of fixed assets at our Kluang plant.
Acquisition costs and related gains are for the acquisition of Eastman’s Adhesive
Resins business and comprise items related to obligations to the US pension
schemes. Acquisition costs in 2024 also related to the acquisition of Eastman’s
Adhesive Resins business.
Sale of business costs in discontinued operations relate to the loss on disposal of
£8.9m realised with the sale of the William Blythe business to Hamsard 3806 Bidco
Limited. Sale of business costs in continuing operations relates to costs incurred in
relation to future divestments.
Sale of business costs in the prior year in discontinued operations related to the
disposal proceeds net of costs incurred following the sale of the compounds business
to Matco Latex Services BV.
Other costs include a £3.2m charge in relation to a one-off non-cash past service cost
arising from a correction to the calculation of late retirement benefits in the US defined
benefit pension scheme.
Software as a service implementation costs of £1.1m primarily represents the cost of
setting up a new customer relationship management tool.
Taxation Special Items in 2024 related to the release of a Malaysian tax provision
relating to uncertain tax treatments which was concluded in the year.
5 Segmental analysis
The Group’s Executive Committee, chaired by the Chief Executive Officer, examines
the Group’s performance.
The Group’s Executive Committee is the chief operating decision maker and primarily
uses a measure of earnings before interest, tax, depreciation and amortisation
(EBITDA) to assess the performance of the operating segments. No information
is provided to the Group’s Executive Committee at the segment level concerning
interest income, interest expense, income tax or other material non-cash items.
The Group’s reportable segments are as follows:
Coatings & Construction Solutions
Our specialist polymers enhance the sustainable performance of a wide range of
coatings and construction products. We work across architectural and masonry
coatings, mortar modification, waterproofing and flooring, fibre bonding, and
energy solutions.
Adhesive Solutions
Our adhesive solutions bond, modify and compatibilise surfaces and components for
products including tapes and labels, packaging, hygiene, tyres and plastic modification,
helping improve permeability, strength, elasticity, damping, dispersion and grip.
Health & Protection and Performance Materials
We help enhance protection and performance in a wide range of industries including
medical glove manufacture, speciality paper, food packaging, carpet and artificial turf,
gel foam elastomers, and vinyl-coated seating fabrics.
No single customer accounts for more than 10% of the Group’s revenue.
Synthomer plc Annual Report 2025154
5 Segmental analysis continued
A segmental analysis of Underlying performance and Special Items is shown below.
Discontinued
Continuing operations operations
Health & Health &
Protection Protection
Coatings & and and
Construction Adhesive Performance Performance
Solutions Solutions Materials Corporate Total Materials Total
2025 £m £m £m £m £m £m £m
Revenue
Total revenue
699.2
570.8
472.7
–
1,742.7
28.9
1,771.6
Inter-segmental revenue
–
–
(3.5)
–
(3.5)
–
(3.5)
699.2
570.8
469.2
–
1,739.2
28.9
1,768.1
EBITDA
64.3
66.0
24.2
(18.0)
136.5
3.6
140.1
Depreciation and amortisation
(25.9)
(34.8)
(26.3)
(11.9)
(98.9)
(0.5)
(99.4)
Operating profit/(loss) before Special Items
38.4
31.2
(2.1)
(29.9)
37.6
3.1
40.7
Special Items
(31.6)
(20.4)
(30.9)
(4.9)
(87.8)
(9.2)
(97.0)
Operating profit/(loss)
6.8
10.8
(33.0)
(34.8)
(50.2)
(6.1)
(56.3)
Finance costs
(63.9)
Loss before taxation
(120.2)
Discontinued
Continuing operations operations
Health & Health &
Protection Protection
Coatings & and and
Construction Adhesive Performance Performance
Solutions Solutions Materials Corporate Total Materials Total
2024 £m £m £m £m £m £m £m
Revenue
Total revenue
790.5
588.4
557.7
–
1,936.6
63.5
2,000.1
Inter-segmental revenue
–
–
(3.5)
–
(3.5)
–
(3.5)
790.5
588.4
554.2
–
1,933.1
63.5
1,996.6
EBITDA
85.9
47.9
33.0
(23.7)
143.1
6.1
149.2
Depreciation and amortisation
(25.3)
(32.9)
(26.9)
(9.9)
(95.0)
(1.4)
(96.4)
Operating profit/(loss)before Special Items
60.6
15.0
6.1
(33.6)
48.1
4.7
52.8
Special Items
(28.1)
(24.5)
(17.7)
(4.0)
(74.3)
(4.4)
(78.7)
Operating profit/(loss)
32.5
(9.5)
(11.6)
(37.6)
(26.2)
0.3
(25.9)
Finance costs
(61.4)
Loss before taxation
(87.3)
Synthomer plc Annual Report 2025155
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
5 Segmental analysis continued
Geographical information
The Group’s revenue from external customers and its non-current assets
(excluding deferred tax and the defined benefit asset) by geographical location are
detailed below:
Revenue by destination
Non-current assets
2025 2024 2025 2024
£m £m £m £m
UK
95.1
97.7
177.8
180.0
Germany
204.6
227.0
17 7.9
170.9
Italy
94.9
88.9
33.0
32.2
Netherlands
80.4
78.8
134.1
129.6
France
71.6
83.8
84.7
85.4
Belgium
42.8
46.1
47.6
51.9
Spain
75.1
76.9
6.3
5.9
Other Europe
242.8
258.1
46.0
69.0
Malaysia
109.1
17 7.6
137.9
143.5
China
99.2
116.2
21.2
25.7
Other Asia
147.9
152.9
3.9
4.1
USA
420.2
469.3
644.6
721.9
Rest of world
84.4
123.3
10.0
9.3
1,768.1
1,996.6
1,525.0
1,629.4
6 Operating profit – continuing operations
Note
2025 2024
£m £m
Revenue
1,739.2
1,933.1
Cost of sales
(1,428.5)
(1,602.6)
Gross profit
310.7
330.5
Sales and marketing costs
(78.8)
(76.5)
Administrative expenses
(96.8)
(112.5)
Share of joint ventures
17
1.4
1.6
EBITDA
136.5
143.1
Depreciation and amortisation – Underlying
performance
(98.9)
(95.0)
Operating profit – Underlying performance
37.6
48.1
Special Items
4
(87.8)
(74.3)
Operating loss – IFRS
(50.2)
(26.2)
Note
2025 2024
£m £m
Operating loss is stated after charging the following:
Amortisation of acquired intangibles
4
44.4
45.1
Amortisation of other intangibles
15
13.4
12.1
Depreciation of property, plant and equipment
74.1
71.8
Depreciation of right-of-use assets
11.4
11.1
Research and development expenditure
29.9
31.7
Net loss on foreign exchange
1.9
0.4
Synthomer plc Annual Report 2025156
7 Auditors’ remuneration
2025 2024
£’000 £’000
Fees payable to the Company’s auditor for:
– Audit of the Company’s annual financial statements
and the consolidated annual financial statements
600.0
527.0
Fees payable to the Company’s auditor and their
associates for other services to the Group:
– Audit of the Company’s subsidiaries’ annual
financial statements
1,93 7.0
1,911.0
Total audit fees
2 ,537.0
2,438.0
Audit related assurance services
55.0
53.0
Other assurance services
–
196.0
Total non-audit fees
55.0
249.0
Details of the Company’s policy on the use of auditor for non-audit services, the
reasons why the auditor was used rather than another supplier and how the auditor’s
independence and objectivity was safeguarded are set out in the Audit Committee
section of the Corporate Governance Report on page 94. No services were provided
pursuant to contingent fee arrangements.
8 Staff costs
2025 2024
Number Number
The average monthly number of employees during
the year by segment was:
Coatings & Construction Solutions
2,068
2,117
Adhesive Solutions
693
718
Health & Protection and Performance Materials
1,051
1,243
Corporate
51
49
3, 86 3
4,127
2025 2024
£m £m
The aggregate remuneration of all Group
employees comprised:
Wages and salaries
232.3
251.5
Social security costs
37.0
34.7
Other pension costs
19.9
18.3
Share-based payments
2.6
1.6
291.8
306.1
Directors’ emoluments are disclosed in the Remuneration Report on pages 98 to 126.
9 Finance costs
2025 2024
£m £m
Interest payable on bank loans and overdrafts
63.8
68.0
Less: interest receivable
(4.7)
(12.1)
Net interest expense on defined benefit obligations
1.4
1.7
Interest element of lease payments
3.4
2.4
Underlying finance costs
63.9
60.0
Loss on extinguishment of financing facilities
–
1.4
Total finance costs from continuing operations
63.9
61.4
Total finance costs
63.9
61.4
Synthomer plc Annual Report 2025157
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
10 Taxation
2025 2024
£m £m
Current tax
UK corporation tax
–
(0.5)
Overseas taxation
14.1
15.1
14.1
14.6
Deferred tax
Origination and reversal of temporary differences
23.6
(18.0)
37.7
(3.4)
Special Items
Current tax:
Historical issues
–
(7.5)
Sale of business
(0.2)
(0.1)
Restructuring and site closure costs
(2.5)
(1.5)
Deferred tax:
Sale of business
0.6
(0.1)
Restructuring and site closure costs
4.9
(0.6)
Amortisation of acquired intangibles
(3.8)
(3.7)
Prior year adjustment
–
(1.1)
(1.0)
(14.6)
Total tax on loss before taxation
36.7
(18.0)
Income tax is attributable to:
Total tax from continuing operations
36.0
(18.6)
Total tax from discontinuing operations
0.7
0.6
UK corporation tax is calculated at 25% (2024: 25%) of the estimated assessable profit
for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the
respective jurisdictions.
Reconciliation of tax expense to loss before taxation
The differences between the total tax expense shown above and the amount
calculated by applying the standard rate of UK corporation tax to the loss before
tax is as follows:
2025 2024
£m £m
Loss before taxation
(120.2)
(87.3)
Tax on loss before taxation at standard UK corporation
tax rate of 25% (2024: 25%)
(30.1)
(21.8)
Effects of:
Expenses not deductible for tax purposes
10.4
10.6
Tax incentives and items not subject to tax
(5.2)
(2.3)
Higher tax rates on overseas earnings
(0.1)
(1.4)
Other deferred tax asset not recognised less amounts
now recognised
61.4
2.0
Adjustments to tax charge in respect of prior periods
(0.6)
(4.6)
Effect of change of rate on deferred tax
0.9
0.3
Sale of business
–
(0.8)
Tax charge/(credit) for year
36.7
(18.0)
Other deferred tax assets not recognised includes the partial derecognition of the UK
and US deferred tax assets and derecognition of German deferred tax on carried
forward interest. These have been derecognised due to there being insufficient
evidence that the assets will reverse in the short to medium term.
Tax relating to components of other comprehensive income
2025 2024
£m £m
Current tax charge in respect of actuarial gains/(losses)
(0.5)
(0.2)
Deferred tax (charge)/credit in respect of actuarial
gains/losses
(3.6)
0.3
Total tax (charge)/credit in respect of actuarial
gains/losses
(4.1)
0.1
Current tax
2025 2024
£m £m
Current tax receivable
2.6
15.6
Current tax liability
(15.3)
(17.6)
Synthomer plc Annual Report 2025158
10 Taxation continued
The Group’s effective tax rate is affected by the tax impact of Special Items. It is therefore helpful to consider the Underlying and Special Items affecting tax rates separately:
The effective tax rate on continuing underlying profit before tax for the year is -144.1% (2024: 30.4%) due to the geographical mix of profits and this year is largely driven by the partial
derecognition of the UK, German and US deferred tax assets due to there being insufficient evidence that the assets will reverse in the short to medium term.
The effective tax rate for Special Items was 1.8% (2024: 19%), this mainly relates to deferred tax arising on the amortisation of acquired intangibles. In 2024 this was largely driven by
the current tax credit in relation to the successful resolution of the litigation in Malaysia regarding the tax treatment on the sale of plantation land.
Global Minimum Top-up Tax
The Group is subject to Global Minimum Top-up Tax under Pillar Two legislation. The Group has performed an assessment of the Group’s potential exposure to Pillar Two top-up tax
and based on such assessment performed, transitional safe harbour relief should apply to all the jurisdictions where the Group operates and therefore, the Group does not expect a
potential exposure to the Pillar Two top-up tax. The management is not currently aware of any circumstances under which this might change.
The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax.
11 Deferred taxation
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets to the extent that it is probable that these
assets will be recovered.
The movements in deferred tax assets and liabilities are shown below.
Deferred tax liabilities
2025
Accelerated Acquired Right of
tax depreciation intangibles Other Sub-total offset Total
£m £m £m £m £m £m
At 1 January
(39.0)
(28.1)
–
(67.1)
38.2
(28.9)
Sale of business
(1.4)
–
–
(1.4)
(Charged)/credited to income statement
(4.3)
3.8
–
(0.5)
Transfers
–
–
(3.8)
(3.8)
Exchange adjustment
1.9
(0.8)
–
1.1
At 31 December
(42.8)
(25.1)
(3.8)
(71.7)
41.7
(30.0)
2024 £m
£m
£m
£m
£m
£m
At 1 January
(40.9)
(32.8)
–
(73.7)
39.9
(33.8)
Credited to income statement
2.7
3.7
–
6.4
Exchange adjustment
(0.8)
1.0
–
0.2
At 31 December
(39.0)
(28.1)
–
(67.1)
38.2
(28.9)
Deferred tax liabilities not recognised
No deferred tax liability has been recognised on temporary differences relating to unremitted earnings of overseas subsidiaries of £200.6 million (2024: £214.8m), as the Group is able
to control the timing of the reversal of the temporary differences and it is not probable that the differences will reverse in the foreseeable future.
Synthomer plc Annual Report 2025159
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
11 Deferred taxation continued
Deferred tax assets
Retirement
benefit Provisions &
Losses obligations restructuring Other Sub-total Right of offset Total
2025 £m £m £m £m £m £m £m
At 1 January
40.0
2.4
27.4
24.1
93.9
(38.2)
55.7
Sale of business
–
–
(0.6)
–
(0.6)
(Charged)/credited to income statement
(0.6)
2.5
(0.1)
(24.7)
(22.9)
Charged to statement of other comprehensive income
–
(3.6)
–
–
(3.6)
Transfers
–
–
–
3.8
3.8
Exchange adjustment
0.2
0.3
(1.0)
(3.0)
(3.5)
At 31 December
39.6
1.6
25.7
0.2
67.1
(41.7)
25.4
2024
£m
£m
£m
£m
£m
£m
£m
At 1 January
37.1
5.4
26.1
8.2
76.8
(39.9)
36.9
Credited/(charged) to income statement
3.1
(2.9)
1.3
15.6
17.1
Credited to statement of other comprehensive income
–
0.3
–
–
0.3
Transfers
–
–
–
–
–
Exchange adjustment
(0.2)
(0.4)
–
0.3
(0.3)
At 31 December
40.0
2.4
27.4
24.1
93.9
(38.2)
55.7
The Group has concluded that the deferred tax assets recognised on balance sheet will be fully recoverable against the unwind of taxable temporary differences and future taxable
profits based on the long-term strategic plans of the Group. Where applicable the financial projections used in assessing future taxable income are consistent with those used
elsewhere across the business, for example in the assessment of going concern.
Deferred tax asset not recognised
The amounts of tax losses for which no deferred tax asset has been recognised at the balance sheet dates are as follows:
2025 2024
£m £m
Unused tax losses for which no deferred tax asset has been recognised
191.6
86.7
Carried forward interest for which no deferred tax asset has been recognised
121.2
15.7
Other items for which no deferred tax asset has been recognised
7.1
6.8
Total
319.9
109.2
All of the unrecognised tax losses set out above can be carried forward indefinitely.
Synthomer plc Annual Report 2025160
12 Earnings per share
2025
Underlying Special Underlying Special
performance
Items
IFRS
performance
Items
IFRS
Earnings
Loss attributable to equity holders of the parent – continuing operations
£m
(63.9)
(86.3)
(150.2)
(8.2)
(64.1)
(72.3)
Loss attributable to equity holders of the parent
£m
(60.8)
(96.2)
(157.0)
(4.1)
(68.5)
(72.6)
Number of shares
Weighted average number of ordinary shares – basic
’000
163,500
163,473
Effect of dilutive potential ordinary shares
’000
5,266
1,078
Weighted average number of ordinary shares – diluted
’000
168,766
164,551
Earnings per share for profit from continuing operations
Basic earnings per share
pence
(39.1)
(52.8)
(91.9)
(5.1)
(39.2)
(44.3)
Diluted earnings per share
pence
(39.1)
(52.8)
(91.9)
(5.1)
(39.2)
(44.3)
Earnings per share for profit from discontinued operations
Basic earnings per share
pence
1.9
(6.0)
(4.1)
2.6
(2.7)
(0.1)
Diluted earnings per share
pence
1.9
(6.0)
(4.1)
2.6
(2.7)
(0.1)
Earnings per share for profit attributable to equity holders of the parent
Basic earnings per share
pence
(37.2)
(58.8)
(96.0)
(2.5)
(41.9)
(44.4)
Diluted earnings per share
pence
(37.2)
(58.8)
(96.0)
(2.5)
(41.9)
(44.4)
Synthomer plc Annual Report 2025161
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
13 Goodwill
2025 2024
£m £m
Cost
At 1 January
598.8
608.4
Sale of business
(8.0)
(7.5)
Exchange adjustments
(11.1)
(2.1)
At 31 December
579.7
598.8
Accumulated impairment losses
At 1 January
143.7
142.7
Exchange adjustments
(7.0)
1.0
At 31 December
136.7
143.7
Net book value
At 31 December
443.0
455.1
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination.
The allocation of the carrying value of goodwill is represented below.
Net book Net book
value at value at
1 January Sale of Exchange 31 December
2025 business adjustments 2025
£m £m £m £m
Coatings & Construction Solutions
354.5
–
(5.9)
348.6
Adhesive Solutions
24.7
–
(1.1)
23.6
Health & Protection and Performance Materials
75.9
(8.0)
2.9
70.8
Total
455.1
(8.0)
(4.1)
443.0
Net book Net book
value at value at
1 January Divisional Sale of Exchange 31 December
2024 Reorganisation business adjustments 2024
£m £m £m £m £m
Coatings & Construction Solutions
320.5
36.3
–
(2.3)
354.5
Adhesive Solutions
24.5
–
–
0.2
24.7
Health & Protection and Performance Materials
120.7
(36.3)
(7.5)
(1.0)
75.9
Total
465.7
–
( 7.5)
(3.1)
455.1
Synthomer plc Annual Report 2025162
13 Goodwill continued
The Group tests goodwill annually for impairment, or more frequently if there are
indications that goodwill might be impaired.
The recoverable amounts for CGUs are determined from value in use calculations. The
key assumptions for the value in use calculations are the discount rate, profitability
and growth rate. These assumptions have been updated in the year in light of the
current economic environment.
Management estimates discount rates using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to the Group. The
discount rate is based on the Group’s weighted average cost of capital adjusted where
appropriate for the risk premium attributable to a particular CGU’s activities. A pre-tax
discount rate of 11.8% has been used in the above calculations for each CGU
(2024: 11.9%).
The Group prepares cash flow forecasts for each CGU, derived from the most recent
five-year business plans approved by the Board. The final year cash flow is then
assumed to apply into perpetuity with estimated annual growth rates of 1.91%, 1.99%
and 2.41% for Coatings & Construction Solutions, Adhesive Solutions and Health &
Protection and Performance Materials respectively (2024: 1.96%, 2.05% and 2.38%
respectively). These rates do not exceed average long-term growth rates for
relevant markets.
For each CGU, a sensitivity analysis has been undertaken on the impairment tests,
with scenarios covering increased cost of capital, the impact of potential carbon taxes,
reduced EBITDA margins and reduction in customer demand. For each CGU, the
Directors believe that there is no reasonably possible change in the key assumptions
on which the recoverable amount is based that would cause the aggregate carrying
amount to exceed the aggregate recoverable amount of the CGU.
For each CGU, the primary sensitivities considered were the discount rate, perpetuity
growth rate and short term EBITDA growth rate. For Coatings & Construction
Solutions, Adhesive Solutions and Health & Protection and Performance Materials, an
increase of 0.5% in discount rate would yield a decrease in recoverable amount of
£51m, £32m and £25m respectively (2024: £61m, £35m and £23m). A 0.25% decrease
in perpetuity growth rate would yield a decrease in recoverable amount of £19m, £12m
and £10m respectively (2024: £20m, £12m and £8m). Reducing EBITDA by 10% as a
result of sensitising short term growth rates would yield decreases in recoverable
amounts of £128m, £92m and £70m respectively.
14 Acquired intangible assets
Customer Other acquired
relationships intangibles Total
£m £m £m
Cost
At 1 January 2025
486.4
108.5
594.9
Exchange adjustments
(15.9)
(4.0)
(19.9)
At 31 December 2025
470.5
104.5
575.0
Accumulated amortisation and impairment
At 1 January 2025
165.9
21.9
187.8
Amortisation charge for the year
3 7.0
7.4
44.4
Exchange adjustments
(3.4)
(1.0)
(4.4)
At 31 December 2025
199.5
28.3
227.8
Net book value
At 31 December 2025
271.0
76.2
347.2
Customer Other acquired
relationships intangibles Total
£m £m £m
Cost
At 1 January 2024
488.0
108.6
596.6
Exchange adjustments
(1.6)
(0.1)
(1.7)
At 31 December 2024
486.4
108.5
594.9
Accumulated amortisation and impairment
At 1 January 2024
129.6
14.5
14 4.1
Amortisation charge for the year
37.6
7.5
45.1
Exchange adjustments
(1.3)
(0.1)
(1.4)
At 31 December 2024
165.9
21.9
187.8
Net book value
At 31 December 2024
320.5
86.6
407.1
Amortisation of acquired intangibles is included under Special Items.
Synthomer plc Annual Report 2025163
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
15 Other intangible assets
Other Assets
intangible under
assets construction Total
£m £m £m
Cost
At 1 January 2025
117.7
1.1
118.8
Additions
0.4
11.0
11.4
Disposals
(3.1)
(1.4)
(4.5)
Sale of business
(2.2)
–
(2.2)
Transfers from assets under construction
7.4
(7.4)
–
Other transfers
(0.2)
0.2
–
Exchange adjustments
4.1
0.1
4.2
At 31 December 2025
124 .1
3.6
127.7
Accumulated amortisation and impairment
At 1 January 2025
48.2
–
48.2
Amortisation charge for the year
13.4
–
13.4
Disposals
(2.7)
–
(2.7)
Sale of business
(2.0)
–
(2.0)
Impairment
0.9
–
0.9
Exchange adjustments
0.3
–
0.3
At 31 December 2025
58.1
–
58.1
Net book value
At 31 December 2025
66.0
3.6
69.6
Other intangible assets mainly comprises the Pathway programme and other software.
Other Assets
intangible under
assets construction Total
£m £m £m
Cost
At 1 January 2024
107.0
1.7
108.7
Additions
1.0
10.1
11.1
Disposals
(1.3)
–
(1.3)
Transfer from assets under construction
11.1
(11.1)
–
Exchange adjustments
(0.1)
0.4
0.3
At 31 December 2024
117.7
1.1
118.8
Accumulated amortisation and impairment
At 1 January 2024
37.6
–
37.6
Amortisation charge for the year
12.1
–
12.1
Disposals
(1.3)
–
(1.3)
Exchange adjustments
(0.2)
–
(0.2)
At 31 December 2024
48.2
–
48.2
Net book value
At 31 December 2024
69.5
1.1
70.6
Expenditure on research activities is recognised as an expense in the period in which
it is incurred.
As disclosed in note 2, there are various conditions required by IAS 38 for an internally
generated intangible asset to be recognised.
During the year the Group invested a further £12.4m in its Pathway programme
(2024: £11.6m). This programme is designed to deliver a unified operating model on a
single set of integrated systems to improve the efficiency and effectiveness of the
Group. The investment in this programme was shown as an asset under construction
until the deployment phase began.
Synthomer plc Annual Report 2025164
16 Property, plant and equipment
Owned assets
Right-of-use assets
Freehold land Leasehold land Plant and Assets under Land and Plant and
and buildings and buildings equipment construction buildings equipment Total
£m £m £m £m £m £m £m
Cost
At 1 January 2025
194.7
8.8
959.4
75.4
46.6
32.9
1,317.8
Additions
1.3
–
17.7
61.2
3.6
7.4
91.2
Transfer to held for sale
–
–
–
–
(13.0)
–
(13.0)
Sale of business
(3.5)
–
(24.2)
–
–
–
(27.7)
Impairment
–
–
–
(1.7)
–
–
(1.7)
Disposals
(0.2)
–
(52.0)
(1.0)
(5.3)
(1.1)
(59.6)
Transfer from assets under construction
6.2
2.0
56.7
(64.9)
–
–
–
Other transfers
3.4
(0.1)
(4.7)
1.4
–
–
–
Lease adjustments
–
–
–
–
5.1
2.6
7.7
Exchange adjustments
3.6
0.1
9.1
1.4
0.7
0.8
15.7
At 31 December 2025
205.5
10.8
962.0
71.8
3 7.7
42.6
1,330.4
Accumulated depreciation and impairment
At 1 January 2025
60.5
5.4
535.4
–
15.3
12.7
629.3
Depreciation charge for the year
6.2
0.3
68.1
–
3.4
8.0
86.0
Transfer to held for sale
–
–
–
–
(7.6)
–
(7.6)
Sale of business
(3.2)
–
(20.2)
–
–
–
(23.4)
Impairment
0.5
–
19.1
–
–
0.3
19.9
Disposals
(1.2)
–
(49.5)
–
(5.3)
(1.0)
(57.0)
Other transfers
5.3
–
(5.3)
–
–
–
–
Lease adjustments
–
–
–
–
7.1
2.5
9.6
Exchange adjustments
3.1
–
13.2
–
0.3
0.5
17.1
At 31 December 2025
71.2
5.7
560.8
–
13.2
23.0
673.9
Net book value
At 31 December 2025
134.3
5.1
401.2
71.8
24.5
19.6
656.5
Synthomer plc Annual Report 2025165
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
16 Property, plant and equipment continued
Owned assets
Right-of-use assets
Freehold land Leasehold land Plant and Assets under Land and Plant and
and buildings and buildings equipment construction buildings equipment Total
£m £m £m £m £m £m £m
Cost
At 1 January 2024
203.2
8.0
970.5
36.7
43.4
29.5
1,291.3
Additions
3.6
–
25.1
54.5
5.2
7.7
96.1
Transfer to held for sale
(2.7)
–
(13.1)
–
–
–
(15.8)
Sale of business
(1.9)
–
(11.4)
(0.3)
–
–
(13.6)
Impairment
(1.1)
–
(1.2)
(3.7)
–
–
(6.0)
Disposals
(4.0)
–
(12.4)
(0.1)
(1.7)
(3.9)
(22.1)
Transfer from assets under construction
2.2
0.8
7.1
(10.1)
–
–
–
Other transfers
–
–
–
–
–
–
–
Exchange adjustments
(4.6)
–
(5.2)
(1.6)
(0.3)
(0.4)
(12.1)
At 31 December 2024
194.7
8.8
959.4
75.4
46.6
32.9
1,317.8
Accumulated depreciation and impairment
At 1 January 2024
62.2
5.1
495.5
–
12.8
10.0
585.6
Depreciation charge for the year
7.5
0.2
65.5
–
4.2
6.9
84.3
Transfer to held for sale
(2.0)
–
(7.3)
–
–
–
(9.3)
Sale of business
–
–
(8.4)
–
–
–
(8.4)
Impairment
(0.1)
–
(0.2)
–
–
–
(0.3)
Disposals
–
–
(11.2)
–
(1.7)
(4.1)
(17.0)
Other transfers
(4.8)
0.2
4.6
–
–
–
–
Exchange adjustments
(2.3)
(0.1)
(3.1)
–
–
(0.1)
(5.6)
At 31 December 2024
60.5
5.4
535.4
–
15.3
12.7
629.3
Net book value
At 31 December 2024
134.2
3.4
424.0
75.4
31.3
20.2
688.5
Freehold land is not depreciated and is held at historical cost. At 31 December 2025, the Group’s freehold land was recognised at £35.4m (31 December 2024: £34.3m).
At 31 December 2025 the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £10.2m (2024: £5.0m).
Synthomer plc Annual Report 2025166
17 Investment in joint ventures
Details of the Group’s joint ventures are as follows:
Place of Principal
Name of entity
incorporation
Ownership
activity
Segment
Synthomer Middle Saudi
49%
Manufacturer
Coatings &
East Company Ltd Arabia and sale of acrylic Construction
and vinyl resin Solutions
emulsions
Synthomer Functional
UAE
49%
Trading in
Adhesive
Solutions FZCO adhesives and Solutions
oilfield chemicals
Synthomer FZE Limited
UAE
49%
Sales and
Coatings &
marketing support Construction
for Synthomer Solutions
Group Companies
Nanjing Yangzi
China
50%
Manufacturer
Adhesive
Eastman Chemical Ltd of hydrogenated Solutions
hydrocarbon resins
Super Sky Ltd
United
50%
Non-trading
Corporate
Kingdom
Joint ventures are accounted for using the equity method in these financial
statements. The ownership of entities has not changed since the prior year.
Summarised financial information in respect of the joint ventures is set out below. This
information represents amounts in the joint ventures’ financial statements adjusted for
differences in accounting policies between the Group and the joint venture (and not
the Group’s share of those amounts).
Summarised balance sheet (100%)
2025 2024
£m £m
Non-current assets
12.0
12.2
Cash and cash equivalents
4.6
3.7
Other current assets
23.8
28.0
Total current assets
28.4
31.7
Other current liabilities
(26.4)
(32.1)
Total current liabilities
(26.4)
(32.1)
Net assets
14.0
11.8
Summarised statement of comprehensive income (100%)
2025 2024
£m £m
Revenue
79.1
90.3
Operating profit
2.9
2.7
Taxation
(0.1)
(0.1)
Profit for the year
2.8
2.6
Exchange differences on translation
–
–
Total comprehensive income
2.8
2.6
Dividends paid
–
(2.1)
Movement in retained earnings
2.8
0.5
Group share:
Profit for the year
1.4
1.3
Dividends paid
–
(1.0)
The following table reconciles the summary information above to the carrying amount
of the Group’s interest in the joint ventures:
Investment in joint venture
2025 2024
£m £m
At 1 January
8.1
7.5
Profit from continuing operations
1.4
1.3
Exchange differences on translation
(0.8)
0.3
Dividend paid
–
(1.0)
At 31 December
8.7
8.1
Synthomer plc Annual Report 2025167
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
18 Inventories
2025 2024
£m £m
Raw materials and consumables
159.6
167.5
Finished goods
177. 3
180.7
336.9
348.2
Stock written off during the year
3.0
6.0
Cost of inventory recognised as an expense and
included in cost of sales
1,059.9
1,238.3
The nature of the chemical reaction necessary to produce finished goods from raw
materials is such that ‘work in progress’ is not a material part of the Group’s inventory
at any given point of time.
19 Trade and other receivables
2025 2024
£m £m
Trade receivables
96.2
155.8
Other receivables
51.1
62.6
Prepayments
6.5
8.8
153.8
227.2
The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
Before accepting a new customer, the Group uses appropriate procedures to assess
the potential customer’s credit quality in order to set a credit limit.
The Group applies a simplified approach to measure the loss allowance for trade
receivables classified at amortised cost, using the lifetime expected loss provision.
The expected credit loss on trade receivables is estimated using a provision matrix
by reference to past default experience and credit rating, adjusted as appropriate for
current observable data. The Group has no significant concentration of credit risk, with
exposure spread over a large number of customers. The following table details the risk
profile of trade receivables based on the Group’s provision matrix.
Trade receivables – days past due
Not yet due <60 61-120 >120 Total
2025 £m £m £m £m £m
Gross carrying amount
87.7
3.6
0.1
5.8
97. 2
Expected credit loss rate
0.02%
Lifetime expected credit loss
(1.0)
Total
96.2
Trade receivables – days past due
Not yet due <60 61-120 >120 Total
2024 £m £m £m £m £m
Gross carrying amount
139.9
13.6
0.3
3.1
156.9
Expected credit loss rate
0.06%
Lifetime expected credit loss
(1.1)
Total
155.8
The following table shows the movement in the lifetime expected credit loss that has
been recognised for trade receivables in accordance with the simplified approach set
out in IFRS 9:
2025 2024
£m £m
At 1 January
1.3
1.1
Exchange adjustments
0.2
(0.1)
Transfer from credit impaired
0.1
0.7
Uncollectable amounts written off / recovered
(0.6)
(0.4)
At 31 December
1.0
1.3
Synthomer plc Annual Report 2025168
20 Cash and borrowings
Exchange
1 January and other 31 December
2025 Cash flows movements 2025
£m £m £m £m
Bank overdrafts
(0.3)
–
0.3
–
€520m 3.875% senior unsecured
loan notes due 2025
(123.9)
128.8
(4.9)
–
Current bank borrowings
–
–
–
–
Current liabilities
(124.2)
128.8
(4.6)
–
Bank loans
(414.2)
(46.5)
(3.1)
(463.8)
€350m 7.375% senior unsecured
loan notes due 2029
(284.4)
–
(16.7)
(301.1)
Non-current liabilities
(698.6)
(46.5)
(19.8)
(764.9)
Total borrowings
(822.8)
82.3
(24.4)
(764.9)
Cash and cash equivalents
225.8
(37.5)
1.6
189.9
Net debt
(597.0)
44.8
(22.8)
(575.0)
Capitalised debt costs, which have been recognised as a reduction in borrowings
in the financial statements, amounted to £9.5m at 31 December 2025
(31 December 2024: £12.8m).
Exchange
1 January and other 31 December
2024 Cash flows movements 2024
£m £m £m £m
Bank overdrafts
(0.7)
0.4
–
(0.3)
€520m 3.875% senior unsecured
loan notes due 2025
–
–
(123.9)
(123.9)
Current bank borrowings
–
–
–
–
Current liabilities
(0.7)
0.4
(123.9)
(124.2)
Bank loans
(421.9)
3.1
4.6
(414.2)
€520m 3.875% senior unsecured
loan notes due 2025
(448.4)
318.8
129.6
–
€350m 7.375% senior unsecured
loan notes due 2029
–
(293.5)
9.1
(284.4)
Non-current liabilities
(870.3)
28.4
143.3
(698.6)
Total borrowings
(871.0)
28.8
19.4
(822.8)
Cash and cash equivalents
371.3
(141.5)
(4.0)
225.8
Net debt
(499.7)
(112.7)
15.4
(597.0)
Analysis of net debt by currency:
2025
Cash and Cash and
cash Total cash Total
equivalents borrowings equivalents borrowings
£m £m £m £m
Sterling
24.6
48.0
21.4
–
Euro
50.9
555.7
92.1
651.8
US dollar
82.3
170.7
65.7
183.8
Malaysian ringgit
22.2
–
3 4.1
–
Other
9.9
–
12.5
–
Total
189.9
774.4
225.8
835.6
The principal features of the Group’s borrowings are as follows:
The Group has unsecured borrowing facilities comprising: a €300m revolving credit
facility ending July 2027, €350m 7.375% unsecured senior loan notes due in May 2029
and UK Export Finance facilities for €288m and $230m due in October 2027. These
are 80% guaranteed by UK Export Finance and are on terms that are similar to the
Company’s existing revolving credit facility.
Changes in liabilities arising from financing activities
Non-cash
changes
Financing Exchange
1 January cash and other 31 December
2025 outflows movements 2025
£m £m £m £m
Borrowings
(822.8)
82.3
(24.4)
(764.9)
Lease liabilities
(55.9)
12.4
(10.1)
(53.6)
Total
(878.7)
94.7
(34.5)
(818.5)
Financing Exchange
1 January cash and other 31 December
2024 outflows movements 2024
£m £m £m £m
Borrowings
(870.3)
28.4
19.1
(822.8)
Lease liabilities
(55.3)
12.1
(12.7)
(55.9)
Total
(925.6)
40.5
6.4
(878.7)
Synthomer plc Annual Report 2025169
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
21 Financial instruments
The table below sets out the Group’s accounting classification of each class of financial assets and liabilities:
2025
Carrying Carrying
Valuation amount amount
category in Fair value Carrying within scope Carrying within scope
accordance hierarchy amount of IFRS 7 Fair value amount of IFRS 7 Fair value
with IFRS 9
1
 level £m £m £m £m £m £m
Trade receivables
AC
Level 2
96.2
96.2
96.2
155.8
155.8
155.8
Other receivables
AC
Level 2
51.1
29.2
29.2
62.6
42.3
42.3
Cash and cash equivalents
AC
Level 2
189.9
189.9
189.9
225.8
225.8
225.8
Derivative assets
FVTOCI
Level 2
1.2
1.2
1.2
2.8
2.8
2.8
Total assets
338.4
316.5
316.5
447.0
426.7
426.7
Borrowings
AC
Level 2
(764.9)
(764.9)
(774.4)
(822.8)
(822.8)
(835.6)
Trade and other payables
AC
Level 2
(397.9)
(378.8)
(378.8)
(391.7)
(379.0)
(379.0)
Derivative liabilities
FVTOCI
Level 2
(3.0)
(3.0)
(3.0)
(1.6)
(1.6)
(1.6)
Total liabilities
(1,165.8)
(1,146.7)
(1,156.2)
(1,216.1)
(1,203.4)
(1,216.2)
1. AC: amortised cost; FVTOCI: fair value through other comprehensive income; a more detailed description of the categories can be found in note 2.
The fair value of the Group’s borrowings at 31 December 2025 was £774.4m (31 December 2024: £835.6m).
As at 31 December 2025 a £1.8m liability (2024: £1.0m asset) of the interest rate swap derivative was designated as being in a hedging relationship.
Financial risk management
The Group’s policies, approved by the Board, provide written principles on financial risk management and the use of financial derivatives.
These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The Group has a policy of hedging significant foreign exchange transactional exposure at operating company level. The Group regularly reviews its net assets and borrowing currency
exposures, borrowing in overseas currencies in order to hedge the net assets held in those currencies as appropriate. The Group does not enter into or trade financial instruments,
including derivative financial instruments, for speculative purposes.
Currency risk
The Group presents its consolidated financial statements in sterling and conducts business in many currencies. As a result, it is subject to foreign currency risk due to exchange rate
movements, which will affect the Group’s transactions and the translation of the results and underlying net assets of its operations.
To manage the currency risk the Group uses foreign currency borrowings, forward contracts and currency swaps to hedge overseas net assets, which are predominantly denominated
in euros, US dollars and Malaysian ringgits. Profit translation exposures are not hedged.
The Group hedges currency transaction exposures at the point of confirmed order, using forward foreign exchange contracts. The Group’s policy is, where practicable, to hedge all
exposures on monetary assets and liabilities. Consequently, there are no material currency exposures to disclose (2024: none).
Synthomer plc Annual Report 2025170
21 Financial instruments continued
Interest rate risk
The Group has an exposure to interest rate risk, arising principally on changes in US dollar and euro interest rates. To manage interest rate risk, the Group manages its proportion
of fixed to floating rate borrowings, and uses interest rate swaps. These practices aim to minimise the Group’s net finance charges with acceptable year-on-year volatility.
At 31 December 2025, the Group had in place swap arrangements to fix interest rates on €45m and $125m of borrowings.
The Group’s interest rate derivatives are designated as cash flow hedges with fair value movement on the hedged portion recognised in equity. Interest paid on these derivatives
is recognised in the income statement, within Underlying interest costs. Fair value movement in the unhedged portion is also recognised in profit and loss, as a Special Item.
After taking account of interest rate swaps, the Group’s currency and interest rate exposure as at 31 December 2025 was:
2025
Floating rate Fixed rate Total Floating rate Fixed rate Total
borrowings borrowings borrowings borrowings borrowings borrowings
£m £m £m £m £m £m
Sterling
48.0
–
48.0
–
–
–
Euro
211.4
344.3
555.7
22.8
629.0
651.8
US dollar
77.9
92.8
170.7
83.9
99.9
183.8
Total
337. 3
4 37.1
774.4
106.7
728.9
835.6
Market risk sensitivity analysis
The Group’s main exposure to market risk is in the form of interest rate risk and foreign currency risk. The Group uses a sensitivity analysis that estimates the impacts on the
consolidated income statement and other comprehensive income of either an instantaneous increase or decrease of 1.0% in market interest rates or a 10% strengthening or
weakening in sterling against all other currencies, from the rates applicable at 31 December 2025 and 31 December 2024 with all other variables remaining constant. The sensitivity
analysis excludes the impact of market risks on the net post-employment benefit liabilities and assets, and corporate tax payable. This analysis is for illustrative purposes only, as
interest and foreign exchange rates rarely change in isolation.
There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.
2025
Income statement
Equity
Income statement
Equity
Underlying IFRS IFRS Underlying IFRS IFRS
-/+ £m -/+ £m -/+ £m -/+£m -/+£m -/+£m
Interest rate sensitivity analysis
UK interest rate +/- 1.0%
(0.2)
(0.2)
–
0.2
0.2
–
Euro interest rate +/- 1.0%
(1.6)
(1.6)
0.4
0.7
0.7
2.2
US interest rate +/- 1.0%
–
–
0.9
(0.2)
(0.2)
1.0
Foreign currency sensitivity analysis
Sterling -/+ 10%
0.3
0.3
–
0.3
0.3
–
Euro exchange rate -/+ 10%
0.4
0.4
(1.3)
(1.8)
(1.8)
(3.2)
US dollar exchange rate -/+ 10%
1.2
1.2
–
0.7
0.7
(2.4)
Malaysian ringgit exchange rate -/+ 10%
–
–
–
–
–
–
Synthomer plc Annual Report 2025171
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
21 Financial instruments continued
Market risk sensitivity analysis continued
The interest rate sensitivity analysis has been determined based on the exposure to
interest rates for both derivative and non-derivative instruments at the balance sheet
date. For floating rate liabilities, the analysis is prepared assuming that the amount of
liability outstanding at the balance sheet date was outstanding for the whole year.
For interest rate derivatives the mark-to-market adjustment, and amount recognised in
equity as part of a hedging arrangement, is estimated using the interest rate sensitivity
against the nominal amount.
The foreign currency sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the period end for a 10%
change in foreign currency rates. The sensitivity analysis includes external loans as
well as loans to foreign operations within the Group where the denomination of the
loan is in a currency other than the functional currency of the lender or borrower.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. Credit risk arises on cash balances,
derivative financial instruments and credit exposures to customers.
The carrying amount of financial assets represents the Group’s exposure to credit risk
at the balance sheet date as disclosed at the start of this note. A financial asset is in
default when the counterparty fails to pay its contractual obligations. Financial assets
are written-off when there is no reasonable expectation of recovery. Credit risk is
managed separately for financial and business-related credit exposures.
Financial credit risk
Synthomer aims to minimise its financial credit risk through the application of risk
management policies approved and monitored by the Board. Counterparties are
predominantly limited to major banks and financial institutions with a credit rating
of investment grade and the policy restricts the exposure to any one counterparty
by setting credit limits. The Group’s policy is designed to ensure that individual
counterparty limits are adhered to and that there are no significant concentrations of
credit risk. The Board also defines the types of financial instruments which may be
transacted. Synthomer annually reviews the credit limits applied and regularly
monitors the counterparties’ credit quality, reflecting market credit conditions.
Business-related credit risk
Trade and other receivables exposures are managed locally in the operating units
where they arise and active risk management is applied, focusing on country risk,
credit limits, ongoing credit evaluation and monitoring procedures. There is no
significant concentration of credit risk with respect to receivables as the Group has a
large number of customers which are internationally dispersed. See note 19 for
information on credit risk with respect to trade and other receivables.
Liquidity risk
Liquidity risk is the risk that Synthomer is unable to meet its payment obligations when
due, or that it is unable, on an ongoing basis, to borrow funds at an acceptable price to
fund actual or proposed commitments. The Group manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by
continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of assets and liabilities.
Synthomer plc Annual Report 2025172
21 Financial instruments continued
The following tables provide an analysis of the anticipated undiscounted contractual cash flows including interest payable for the Group’s financial liabilities and derivative instruments.
The liquidity analysis for lease liabilities is included in note 22. Where interest payments are calculated at a floating rate, rates of each cash flow until maturity of the instruments are
calculated based on the forward yield curve prevailing at the respective year ends. Derivative contracts are presented on a net basis.
2025
Amount due
Amount due
Within Between Between Within Between Between
one year 1 and 2 years 2 and 5 years one year 1 and 2 years 2 and 5 years
£m £m £m £m £m £m
Overdrafts
–
–
–
(0.3)
–
–
Financial liabilities in trade and other payables
(378.6)
–
(0.2)
(378.9)
–
(0.1)
Bank loans – principal
–
(421.3)
(48.0)
–
–
(421.7)
€520m 3.875% senior unsecured loan notes due 2025
–
–
–
(124.1)
–
–
€350m 7.375% senior unsecured loan notes due 2029
–
–
(305.1)
–
–
(289.6)
Interest payments on borrowings
(46.5)
(40.9)
(30.1)
(39.2)
(36.7)
(62.0)
Total non-derivative financial liabilities
(425.1)
(462.2)
(383.4)
(542.5)
(36.7)
(773.4)
2025
Amount due
Amount due
Within Between Between Within Between Between
one year 1 and 2 years 2 and 5 years Total one year 1 and 2 years 2 and 5 years Total
£m £m £m £m £m £m £m £m
Interest rate swaps
–
–
–
–
2.2
0.2
0.4
2.8
Currency forwards
1.2
–
–
1.2
0.3
–
–
0.3
Total derivative financial assets
1.2
–
–
1.2
2.5
0.2
0.4
3.1
Interest rate swaps
0.9
0.8
–
1.7
0.4
0.4
0.9
1.7
Currency forwards
1.3
–
–
1.3
0.5
–
–
0.5
Total derivative financial liabilities
2.2
0.8
–
3.0
0.9
0.4
0.9
2.2
The financial covenant at 31 December 2025 for the RCF is that net debt must be less than 5.25 times EBITDA. At 31 December 2025 the actual covenant for the net debt was
4.7 times EBITDA.
Synthomer plc Annual Report 2025173
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
21 Financial instruments continued
Any non-compliance with covenants underlying Synthomer’s financing arrangements could, if not waived, constitute an event of default with respect to any such arrangements, and
any non-compliance with covenants may, in particular circumstances, lead to an acceleration of maturity on certain borrowings and the inability to access committed facilities.
Synthomer was in full compliance with its financial covenants in respect of its borrowings throughout each of the years presented.
At the year end, Synthomer had available undrawn committed bank facilities as follows:
2025
Expiring Expiring Expiring Expiring
Expiring between between Expiring Expiring between between Expiring
within 1 and 2 and 5 after within 1 and 2 and 5 after
one year 2 years years 5 years Total one year 2 years years 5 years Total
£m £m £m £m £m £m £m £m £m £m
Unsecured €300m multicurrency
RCF expiring 31 July 2027
–
213.5
–
–
213.5
–
–
228.6
–
228.6
–
213.5
–
–
213.5
–
–
228.6
–
228.6
Fair value measurement
Certain of the Group’s financial instruments are held at fair value. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the balance sheet date.
As prescribed by IFRS 13 Fair Value Measurement, fair values are measured using a hierarchy where the inputs are as follows:
• •
Level 1 – quoted prices in active markets for identical assets or liabilities
• •
Level 2 – not Level 1 but are observable for that asset or liability either directly or indirectly
• •
Level 3 – not based on observable market data.
Interest rate swaps and foreign currency forwards and swaps are valued using discounted cash flow techniques. These techniques incorporate inputs such as foreign exchange rates
and interest rates, which are used in a discounted cash flow calculation incorporating the instrument’s term, notional amount and discount rate, and taking credit risk into account.
As significant inputs to the valuation are observable in active markets, all of the Group’s financial instruments are classified as Level 2 financial instruments.
The fair value of forward foreign exchange contracts, interest rate swaps and currency swaps is estimated by discounting the future contractual cash flows using forward exchange
rates, interest rates and prices at the balance sheet date.
There were no transfers of any financial instrument between the levels of the fair value hierarchy during the current or prior year.
Synthomer plc Annual Report 2025174
21 Financial instruments continued
Hedge relationships
The Group targets a one-to-one hedge ratio. Strengths of the economic relationship between the hedged item and the hedging instrument are
analysed on an ongoing basis. Ineffectiveness can arise from subsequent change in the forecast transactions as a result of timing, cash flows or value
except when the critical terms of the hedging instrument and hedged item are closely aligned. The change in the credit risk of the hedging instruments
or the hedged items is not expected to be the primary factor in the economic relationship.
The notional amounts, contractual maturities and rates of the hedging instruments designated in hedging relationships as of 31 December 2025 by the
main risk categories are as follows:
Hedged risk
Notional amount
Maturity
Range of hedged rates
2025
Cash flow hedges
Interest rate swap
Interest rate
Up to €45m and $125m
18/07/2023 – 10/10/2027
2.830% to 4.637% Fixed
Net investment hedges
Net investment
Currency
Up to $230m
01/04/2020 – present
1.25-1.37
Net investment
Currency
Up to €638m
01/04/2020 – present
1.15-1.21
2024
Cash flow hedges
Interest rate swap
Interest rate
Up to €260m and $125m
28/08/2018 – 10/10/2027
0.517% to 4.637% Fixed
Net investment hedges
Net investment
Currency
Up to $230m
01/04/2020 – present
1.24-1.32
Net investment
Currency
Up to €560m
01/04/2020 – present
1.17-1.21
Where hedge accounting is applied, hedges are documented and tested for effectiveness on an ongoing basis.
The ratio for hedging instruments designated in both net investment and cash flow hedge relationships was 1:1. Ineffectiveness could occur on either
hedging relationship due to significant changes in counterparty credit risk or a reduction in the notional amount of the hedged item during the
designated hedging period.
Cash flow hedges
The Group designated as a cash flow hedge the interest rate swaps used to manage interest rate risk on its Euro borrowings.
In 2025 a loss of £2.2m (2024: £3.3m) was recognised in the cash flow hedge reserve in respect of these derivatives. At 31 December 2025 the cash
flow hedge reserve includes a cumulative loss of £13.5m (2024: £11.3 m), all of which relates to continuing cash flow hedges. The cash flows are
expected to occur between 2026 and 2027.
In the current year, the Group’s euro borrowings exceeded the total of the interest rate derivative contracts and as such there is no unhedged portion
recognised as a finance cost within Special Items.
Synthomer plc Annual Report 2025175
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
21 Financial instruments continued
Receivables financing
During the year the Group continued to sell amounts receivable from customers to a
third-party on a non-recourse basis. As a result, £155.6m of trade receivables were
sold and derecognised as at 31 December 2025. An additional liability of £14.5m has
been recognised, which represents the net of the value of invoices settled by the
customer not yet repaid by the group to the factoring counterparty less deferred
purchase price reserves, which represent a portion of the original receivables.
This balance has been recorded within Other payables in note 23.
These reserves are subsequently paid by the counterparties to the agreements,
whether the customer pays the receivable in full or not. The fair value of these assets
is considered to be the same as the carrying value.
Capital management
The Board is committed to enhancing shareholder value in the long term, both by
investing in the business so as to deliver continued improvement in the return from
those investments and by managing the capital structure.
Synthomer manages its capital structure to achieve capital efficiency and to provide
flexibility to invest through the economic cycle and give efficient access to debt
markets at attractive cost levels. This is achieved by targeting a net debt to EBITDA
ratio between 1.0 and 2.0. In order to finance acquisitions, the Group may increase the
ratio with a view to deleveraging within 12-24 months.
As at 31 December 2025 the net debt to EBITDA ratio was 4.7 times (2024: 4.6 times).
In 2022 the Board announced the suspension of dividends. The Board has confirmed
that dividends will remain suspended until the Group’s net debt is less than 2.5x
its EBITDA.
22 Leases
The Group has a portfolio of leases mainly comprising land and buildings, chemical
storage tanks and vehicles. Further details are given in note 2.
Information in respect of right-of-use assets, including the carrying amount, additions
and depreciation, are set out in note 16 to these financial statements. Information in
respect of the carrying value is set out below and information in respect of interest
arising on lease liabilities is set out in note 9.
Synthomer also enters into short-term leases and low value leases which are not
recognised as right-of-use assets and lease liabilities. The expense recognised in the
year in relation to these leases is not material. Synthomer has no material exposure
to variable lease payments, residual value guarantees, or committed leases not
yet commenced.
The total cash outflow for leases in the year was as follows:
2025 2024
£m £m
Payments for the principal portion of lease liabilities
12.4
12.1
Payments for the interest portion of lease liabilities
3.0
2.4
Lease liabilities included in the balance sheet are as follows:
2025 2024
£m £m
Current
18.8
12.3
Non-current
34.8
43.6
53.6
55.9
The following table details the maturity of contractual undiscounted cash flows for
lease liabilities:
2025 2024
£m £m
Less than one year
22.9
12.0
Between one and two years
11.0
9.6
Between two and five years
16.9
15.9
More than five years
29.7
57.0
Synthomer plc Annual Report 2025176
23 Trade and other payables
2025 2024
£m £m
Amount due within one year
Trade payables
263.7
261.9
Other payables
40.7
26.6
Accruals
93.3
103.1
397.7
391.6
Amount due after one year
Accruals
0.2
0.1
0.2
0.1
Average trade payable days in 2025 was 49 (2024: 48). This figure represents trade
payable days for all trading operations within the Group, calculated as a weighted
average based on cost of sales.
The Directors consider that the carrying amount of trade payables, other payables
and accruals approximates to their fair value.
24 Provisions for other liabilities and charges
Restructuring
and site
Environmental closure Total
£m £m £m
At 1 January 2025
9.1
26.2
35.3
Credit to income statement during
the period
(4.0)
(1.8)
(5.8)
Utilised during the year
(0.4)
(4.2)
(4.6)
Sale of business
–
(2.4)
(2.4)
Exchange adjustments
(0.3)
(0.8)
(1.1)
31 December 2025
4.4
17.0
21.4
Analysis of provisions
31 December 31 December
2025 2024
£m £m
Non-current
18.1
27.5
Current
3.3
7.8
21.4
35.3
Analysis of (credit)/charge to the income statement
2025 2024
£m £m
Underlying performance
(4.0)
–
Special Items
(1.8)
0.9
(5.8)
0.9
The closing balance includes £17.0m in relation to the rationalisation of sites around
the Group, most notably £1.0m in Marl and £8.6m for decommissioning assets at a
number of sites. £4.4m relates to environmental remediation work required at the
Jefferson site, and a further £5.7m relates to the demolition and disposal of unused
equipment and vacant tanks at the Jefferson and Longview sites in order to bring
them into line with our ESG strategy.
We expect these costs to be incurred within the next five years.
Synthomer plc Annual Report 2025177
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
25 Retirement benefit obligations
The Group operates a variety of retirement benefit arrangements, covering both
defined contribution and defined benefit schemes.
Defined contribution scheme
The Group operates a number of defined contribution schemes for its employees.
Costs recognised in respect of defined contribution pension plans across the Group
for the year ended 31 December 2025 were £13.9m (2024: £11.3m).
Charge to income statement in respect of the Group’s defined
contribution scheme
2025
UK US Germany Other Total
£m £m £m £m £m
Defined contribution
4.5
3.8
0.2
5.4
13.9
2024
UK US Germany Other Total
£m £m £m £m £m
Defined contribution
3.5
2.6
0.1
5.1
11.3
The risk relating to benefits to be paid to the dependants of scheme members (widow
and orphan benefits) is reinsured with an external insurance company.
Multi-employer schemes
The Group participates in several tariffs of the Pensionskasse Degussa in Germany,
which is a multi-employer pension scheme. Regular contributions are payable to the
scheme by each participating employer for new benefits accruing. The assets of all
participating employers are pooled, and contributions are calculated based on
aggregated demographic experience. Therefore sufficient information is not available
to identify the Group’s share of the assets on a consistent and reliable basis and the
Group accounts for the scheme on a defined contribution basis. The Group expects to
make a regular contribution of £1.8m to the scheme in 2026.
To the extent that there is underfunding in the scheme, deficit contributions are
payable based on an actuarial assessment of each participating employer’s share
of the future benefit accrual. At 31 December 2025 there is no indication of any
commitment for additional deficit contributions in excess of regular contributions.
Defined benefit schemes
UK
The Group’s UK defined benefit scheme is administered by a fund that is legally
separate from the Group. The trustees of the pension fund are required by law to act in
the interest of the fund and of all relevant stakeholders in the scheme. The trustees of
the pension scheme are responsible for the investment policy with regard to the
assets of the fund.
The scheme was closed to future accrual in 2009 and all retirement benefits since that
time are provided by way of a defined contribution scheme. The assets of the scheme
are held separately from those of the companies concerned. A triennial actuarial
valuation of the scheme was undertaken in 2024 and was published in 2025.
USA
The Group’s US defined benefit scheme was acquired as part of the OMNOVA
acquisition and is administered by a fund which is legally separate from OMNOVA
Solutions Inc. The fiduciary committee is required by law to act in the interest of the
fund and is responsible for the investment policy with regard to the assets of the fund.
The scheme was closed to future accrual in 2011 and all retirement benefits since that
time are provided by way of a defined contribution scheme. The assets of the scheme
are held separately from those of the companies concerned and a formal valuation is
undertaken on an annual basis.
Germany
The Group operates a number of defined benefit schemes in Germany. These
schemes are closed to new members. In line with common practice, these schemes
are unfunded and liabilities are settled on a cash basis as they fall due. At each
balance sheet date, obligations are calculated by external actuaries.
Other
The Group operates a number of smaller overseas pension and retirement benefit
schemes. For the funded schemes, assets are held separately from those of the
Group. The aggregated pension disclosures for the other defined benefit schemes
have been compiled from a number of actuarial valuations at 31 December 2025.
Synthomer plc Annual Report 2025178
25 Retirement benefit obligations continued
Retirement benefit obligations
Defined benefit schemes expose the Group to a number of risks, the most significant of which are detailed below:
Asset return risk The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will
increase the deficit.
Interest rate risk A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plan assets
in bond holdings.
Longevity risk The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in
the plans’ liabilities.
Charges to the income statement in respect of the Group’s defined benefit pension schemes are as follows:
2025
UK US Germany Other Total UK US Germany Other Total
£m £m £m £m £m £m £m £m £m £m
Service cost
1.2
4.1
0.2
0.5
6.0
6.1
0.6
0.2
0.1
7.0
Net interest (income)/expense
(1.4)
0.4
2.0
0.4
1.4
(1.1)
0.4
2.0
0.4
1.7
(0.2)
4.5
2.2
0.9
7.4
5.0
1.0
2.2
0.5
8.7
Amounts recognised in the statement of comprehensive income are set out below:
2025
UK US Germany Other Total UK US Germany Other Total
£m £m £m £m £m £m £m £m £m £m
Return on plan assets excluding amounts
included in interest expense
2.3
2.8
–
(0.1)
5.0
(22.0)
(5.7)
–
–
(27.7)
Remeasurement gains/(losses)
9.1
(3.6)
3.0
0.1
8.6
18.2
5.6
2.0
(0.2)
25.6
Actuarial gains/(losses)
11.4
(0.8)
3.0
–
13.6
(3.8)
(0.1)
2.0
(0.2)
(2.1)
Synthomer plc Annual Report 2025179
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
25 Retirement benefit obligations continued
Amounts included in the Group’s consolidated balance sheet arising from the Group’s defined benefit scheme obligations are:
2025
UK US Germany Other Total UK US Germany Other Total
£m £m £m £m £m £m £m £m £m £m
Present value of defined benefit obligation
(238.6)
(147.6)
(57.4)
(15.1)
(458.7)
(251.2)
(157.6)
(57.8)
(14.4)
(481.0)
Fair value of schemes' assets
278.9
134.1
2.6
3.5
419.1
277.2
148.5
2.5
3.1
431.3
Net asset/(liability) arising from defined
benefit obligation
40.3
(13.5)
(54.8)
(11.6)
(39.6)
26.0
(9.1)
(55.3)
(11.3)
(49.7)
Fair value of the schemes’ assets is set out below:
2025
UK US Germany Other Total UK US Germany Other Total
£m £m £m £m £m £m £m £m £m £m
At 1 January
27 7.2
148.5
2.5
3.1
431.3
286.1
158.3
2.6
2.9
449.9
Interest income
14.3
7.0
–
0.1
21.4
12.9
7.3
–
0.1
20.3
Amounts recognised in income in respect
of defined benefit schemes
14.3
7.0
–
0.1
21.4
12.9
7.3
–
0.1
20.3
Remeasurement:
– Return on plan assets excluding amounts
included in interest income
2.3
2.8
–
(0.1)
5.0
(22.0)
(5.7)
–
–
(27.7)
Amounts recognised in the statement
of comprehensive income
2.3
2.8
–
(0.1)
5.0
(22.0)
(5.7)
–
–
(27.7)
Contributions:
– Employers
1.5
–
–
0.2
1.7
16.6
0.3
–
1.1
18.0
Payments from plans
– Benefit payments
(16.4)
(13.6)
–
(0.1)
(30.1)
(16.4)
(14.2)
–
(0.9)
(31.5)
(14.9)
(13.6)
–
0.1
(28.4)
0.2
(13.9)
–
0.2
(13.5)
Exchange adjustments
–
(10.6)
0.1
0.3
(10.2)
–
2.5
(0.1)
(0.1)
2.3
At 31 December
278.9
134.1
2.6
3.5
419.1
277.2
148.5
2.5
3.1
431.3
Synthomer plc Annual Report 2025180
25 Retirement benefit obligations continued
Plan assets for the principal schemes comprised:
2025
UK US Germany UK US Germany
£m £m £m £m £m £m
Hedge funds
32.8
–
–
31.1
–
–
Equities
46.1
13.5
–
4 4.1
–
–
Debt Instruments
191.3
114.3
2.6
186.1
135.8
2.5
Property
1.2
0.6
–
4.4
7.5
–
Annuity assets
2.2
–
–
2.5
–
–
Cash and cash equivalents
5.3
5.7
–
9.0
5.2
–
Fair value of schemes' assets
278.9
13 4.1
2.6
277.2
148.5
2.5
All investments in equities, bonds and property are quoted.
Synthomer plc Annual Report 2025181
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
25 Retirement benefit obligations continued
Present value of defined benefit obligations comprised:
2025
UK US Germany Other Total UK US Germany Other Total
£m £m £m £m £m £m £m £m £m £m
At 1 January
(251.2)
(157.6)
(57.8)
(14.4)
(481.0)
(269.6)
(166.5)
(63.0)
(15.5)
(514.6)
Current service cost
(1.2)
(0.9)
(0.2)
(0.5)
(2.8)
(1.7)
(0.6)
(0.2)
(0.1)
(2.6)
Past service cost
–
(3.2)
–
–
(3.2)
(4.4)
–
–
–
(4.4)
Interest expense
(12.9)
( 7.4)
(2.0)
(0.5)
(22.8)
(11.8)
(7.7)
(2.0)
(0.5)
(22.0)
Amounts recognised in income in respect
of defined benefit schemes
(14.1)
(11.5)
(2.2)
(1.0)
(28.8)
(17.9)
(8.3)
(2.2)
(0.6)
(29.0)
Remeasurement gains/(losses) from:
– Changes in financial assumptions
3.9
(3.1)
4.9
0.5
6.2
20.0
7.3
1.5
(0.1)
28.7
– Changes in demographic assumptions
(1.5)
–
–
(0.1)
(1.6)
(1.7)
0.1
–
(0.1)
(1.7)
– Experience adjustments
6.7
(0.5)
(1.9)
(0.3)
4.0
(0.1)
(1.8)
0.5
–
(1.4)
Amounts recognised in the statement
of comprehensive income
9.1
(3.6)
3.0
0.1
8.6
18.2
5.6
2.0
(0.2)
25.6
Contributions:
– Employers
1.2
0.3
2.6
0.9
5.0
1.7
–
2.6
0.2
4.5
Payments from plans
– Benefit payments
16.4
13.6
–
0.1
3 0.1
16.4
14.2
–
0.9
31.5
17.6
13.9
2.6
1.0
35.1
18.1
14.2
2.6
1.1
36.0
Exchange adjustments
–
11.2
(3.0)
(0.8)
7.4
–
(2.6)
2.8
0.8
1.0
At 31 December
(238.6)
(147.6)
(57.4)
(15.1)
(458.7)
(251.2)
(157.6)
(57.8)
(14.4)
(481.0)
The Group remains committed to funding the UK and US defined benefit schemes.
The Company remains committed to paying contributions into the UK scheme for the foreseeable future.
The defined benefit obligation of the US scheme increased to £13.5m at 31 December 2025, mainly due to a one-off adjustment on the calculation of late retirement benefits. The Group
is expecting to contribute £1.7m in 2026.
The Group’s other defined benefit schemes are largely unfunded, with minimal plan assets. Liabilities from these schemes are settled on a cash basis as they fall due.
Synthomer plc Annual Report 2025182
25 Retirement benefit obligations continued
Actuarial assumptions
The major assumptions used for the purposes of the actuarial valuations were as follows:
2025
UK
US
Germany
Other
UK
US
Germany
Other
Rate of increase in pensions in payment
2.70%
0.00%
1.00%
2.10-3.00%
3.00%
0.00%
1.00%
2.10-9.00%
Rate of increase in pensions in deferment
2.45%
0.00%
2.50%
3.00-3.50%
2.75%
0.00%
2.50%
3.50%
Discount rate
5.35%
5.23%
4.20%
3.30-9.25%
5.30%
5.50%
3.50%
2.70-10.50%
Inflation assumption
2.80%
0.00%
2.25%
2.00%
3.20%
0.00%
2.25%
2.00-2.20%
Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics. Mortality assumptions are based on country-specific mortality tables
and, where appropriate, include an allowance for future improvements in life expectancy. In addition, where credible data exists, actual plan experience is taken into account. The
Group’s most substantial pension liabilities are in the UK, the US and Germany where, using the mortality tables adopted, the expected lifetime of average members currently at age 65
and average members at age 65 in 20 years’ time is as follows:
2025
2024
Retiring today
Retiring in 20 years
Retiring today
Retiring in 20 years
UK
US
Germany
UK
US
Germany
UK
US
Germany
UK
US
Germany
Males
86.3
86.7
86.0
87.1
87.6
88.7
86.0
86.6
85.9
86.9
87.6
88.6
Females
88.5
87.7
89.4
89.4
88.8
91.6
88.5
87.6
89.3
89.3
88.7
91.5
The weighted average duration of the benefit obligation at the end of the reporting period is 10.0 years for the UK scheme (2024: 10.0 years), 8.2 years for the US scheme (2024: 6.5 years)
and 12.3 years for the German schemes (2024: 13.3 years).
Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and mortality. The sensitivity analysis below has been determined based
on reasonably possible changes of the assumptions occurring at the end of the reporting period, assuming that all other assumptions are held constant:
Increase in scheme liabilities
UK US Germany
£m £m £m
Discount rate (decrease of 1%)
27.0
12 .1
7.1
Future mortality rate (one year increase in expectancy)
11.0
4.4
2 .1
The above sensitivities are based on a change of assumption while holding all other assumptions constant. In practice this is unlikely to occur and changes in some of the
assumptions may have some correlation. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of
the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised
within the balance sheet.
Synthomer plc Annual Report 2025183
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
26 Share capital and reserves
Share capital
2025 2024 2025 2024
Number Number £m £m
Ordinary shares
Ordinary Shares of 1p
in issue at 1 January
163,567,621
163,567,621
1.6
1.6
Ordinary Shares of 1p
in issue at 31 December
16 3,567,621
163,567,621
1.6
1.6
Ordinary shares carry no right to fixed income.
Share premium
2025 2024
£m £m
Balance at 1 January
925.9
925.9
Balance at 31 December
925.9
925.9
The share premium account represents the difference between the issue price and the
nominal value of shares issued.
Retained earnings
2025 2024
£m £m
Balance at 1 January
136.7
209.8
Dividends paid
–
–
Net losses for the year
(157.0)
(72.6)
Actuarial gains/(losses)recognised in other
comprehensive income
13.6
(2.1)
Tax arising from other comprehensive income
(4.1)
0.1
Credit to equity for equity-settled share-based payments
2.6
1.5
Balance at 31 December
(8.2)
136.7
Synthomer plc Annual Report 2025184
26 Share capital and reserves continued
Hedging and translation reserve
Cash flow
hedging Translation
reserve reserve Total
£m £m £m
Balance at 1 January 2025
(11.3)
38.5
2 7.2
Exchange differences on translation of
foreign operations
–
(31.9)
(31.9)
Losses on net investment hedges taken to equity
–
(12.5)
(12.5)
Loss recognised on cash flow hedges:
– Interest rate swaps
(2.2)
–
(2.2)
Reclassification to profit or loss:
– Exchange differences recycled on sale
of business
–
–
–
Balance at 31 December 2025
(13.5)
(5.9)
(19.4)
Cash flow
hedging Translation
reserve reserve Total
£m £m £m
Balance at 1 January 2024
(8.0)
18.4
10.4
Exchange differences on translation of
foreign operations
–
3.8
3.8
Gains on net investment hedges taken to equity
–
11.9
11.9
Loss recognised on cash flow hedges:
– Interest rate swaps
(3.3)
–
(3.3)
Reclassification to profit or loss:
– Exchange differences recycled on sale
of business
–
4.4
4.4
Balance at 31 December 2024
(11.3)
38.5
27.2
Cash flow hedging reserve
The hedging reserve represents the cumulative amount of gains and losses on hedging
instruments deemed effective in cash flow hedges. The cumulative deferred gain or
loss on the hedging instrument is recognised in profit or loss only when the hedged
transaction has an impact on the profit or loss, or is included as a basis adjustment
to the non-financial hedged item, consistent with the applicable accounting policy.
Translation reserve
Exchange differences relating to the translation of the net assets of the Group’s foreign
operations, which relate to subsidiaries only, from their functional currency into the
parent’s functional currency, being sterling, are recognised directly in the translation
reserve. Gains and losses on hedging instruments that are designated as hedges of
net investments in foreign operations are included in the translation reserve.
27 Reconciliation of operating loss to cash generated from operations
Continuing and discontinued operations:
2025 2024
£m £m
Operating loss
(56.3)
(25.9)
Less: share of profits of joint ventures
(1.4)
(1.6)
(57.7)
(27.5)
Adjustments for:
– Depreciation of property, plant and equipment
74.6
73.2
– Depreciation of right-of-use assets
11.4
11.1
– Amortisation of other intangibles
13.4
12.1
– Share-based payments
2.6
1.6
– Gain on sale of underlying assets
(1.9)
(4.3)
– Release of provision
(3.9)
–
– Special Items
97.0
78.7
Cash impact of settlement of interest rate derivative contracts
0.6
–
Cash impact of restructuring and site closure costs
(17.7 )
(20.2)
Cash impact of SaaS implementation
(1.1)
–
Cash impact of acquisition costs and related gains
(0.4)
(1.7)
Pension funding in excess of service cost
(5.3)
(19.8)
Movement in working capital
72.8
(24.9)
Payment of EC fine settlement amount
–
(39.1)
Cash generated from operations
184.4
39.2
Reconciliation of movement in working capital
Increase in inventories
(3.9)
(15.5)
Decrease/(increase)intrade and other receivables
74.0
(23.4)
Decrease in trade and other payables
2.7
14.0
Movement in working capital
72.8
(24.9)
Synthomer plc Annual Report 2025185
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
28 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties,
have been eliminated on consolidation and are not included in this note.
Transactions between the Company and its subsidiaries are disclosed in the
Company’s financial statements where appropriate.
On 18 December 2025 the Group entered into a trade receivables purchasing
arrangement with Rainbow State Limited, a subsidiary of its largest shareholder Kuala
Lumpur Kepong Berhad Group (KLK). The Group put this temporary arrangement in
place with the support of KLK to provide additional short-term financial flexibility and
ensure a prudent level of banking covenant headroom at year end.
Under the arrangement, KLK purchased £50m of Group trade receivables due on or
before 28 February 2026, which were not eligible for inclusion in the Group’s existing
committed non-recourse receivables financing facility. The purchasing arrangement
terms were on an arm’s-length basis and are consistent with terms available from
third-party market participants for an arrangement of this nature. By virtue of KLK and
its connected parties’ c.27% shareholding in Synthomer, KLK is considered a related
party of the Group under the UK Listing Rules.
The UK defined benefit scheme is a related party, see note 25.
2025 2024
£m £m
Key management compensation
Short-term employee benefits
5.5
7.5
Pension costs
0.2
0.2
Share-based payments
1.6
1.6
7.3
9.3
Key management personnel comprise the Board of Directors and the
Executive Committee.
Synthomer plc Annual Report 2025186
29 Discontinued operations
On 30 May 2025, the Group sold William Blythe Limited to Hamsard 3806 Bidco Limited for net cash proceeds of £24.2m.
All discontinued operations form part of the Health & Protection and Performance Materials division.
Financial information in respect of the discontinued operations is set out below:
Financial performance and cash flow information
2025
Laminates Laminates
Films and Films and
William Coated NA Paper William Coated NA Paper
Blythe Compounds Fabrics and Carpet Total Blythe Compounds Fabrics and Carpet Total
£m £m £m £m £m £m £m £m £m £m
Revenue
28.9
–
–
–
28.9
53.7
9.8
–
–
63.5
Expenses
(25.3)
–
–
–
(25.3)
(50.2)
(7.2)
–
–
(57.4)
EBITDA
3.6
–
–
–
3.6
3.5
2.6
–
–
6.1
Depreciation and amortisation –
Underlying performance
(0.5)
–
–
–
(0.5)
(1.2)
(0.2)
–
–
(1.4)
Operating profit – Underlying performance
3.1
–
–
–
3.1
2.3
2.4
–
–
4.7
Special Items
(8.9)
–
–
(0.3)
(9.2)
(0.2)
(3.3)
0.2
(1.1)
(4.4)
Operating (loss)/profit - IFRS
(5.8)
–
–
(0.3)
(6.1)
2.1
(0.9)
0.2
(1.1)
0.3
Finance costs
–
–
–
–
–
–
–
–
–
–
(Loss)/profit before taxation
(5.8)
–
–
(0.3)
(6.1)
2.1
(0.9)
0.2
(1.1)
0.3
Taxation
(0.7)
–
–
–
(0.7)
0.2
(0.8)
–
–
(0.6)
(Loss)/profit for the year
(6.5)
–
–
(0.3)
(6.8)
2.3
(1.7)
0.2
(1.1)
(0.3)
Cash flows from discontinued operations
Net cash (outflow)/inflow from operating activities
0.8
–
–
(0.3)
0.5
0.7
(3.6)
–
(1.1)
(4.0)
Net cash (outflow)/inflow from investing activities
24.2
(0.1)
–
–
24.1
(0.7)
17.5
(0.1)
–
16.7
The prior-year figures of the consolidated income statement have been restated in accordance with IFRS 5 to report the discontinued operations separately from continuing operations.
Synthomer plc Annual Report 2025187
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Group financial statements / Notes to the consolidated financial statements continued
29 Discontinued operations continued
Assets and liabilities classified as held for sale
At 31 December 2025, the assets held for sale related to the Beachwood site. At
31 December 2024, the Fitchburg site was classified as held for sale as well as Pelican
reactors and strippers and these assets are detailed below:
Note
2025 2024
£m £m
Non-current assets
Property, plant and equipment
16
5.4
6.5
Total non-current assets
5.4
6.5
Current assets
Total current assets
–
–
Total assets
5.4
6.5
Current liabilities
Total current liabilities
–
–
Non-current liabilities
Total non-current liabilities
–
–
Total liabilities
–
–
Net assets held for sale
5.4
6.5
30 Contingent assets, contingent liabilities and guarantees
Guarantees and contingent liabilities of the Group amount to £nil (2024: £nil).
The Company and its subsidiaries have, in the normal course of business, entered into
guarantees and counter-indemnities in respect of performance bonds, relating to the
Group’s own contracts.
31 Share-based payments
Executive share option schemes
The Group’s share option scheme is described in the Directors’ Remuneration Report
on pages 113 to 126.
In addition to the two executive directors, it is available to other senior management.
Movement in the options held under the scheme are defined as follows:
Weighted av. Weighted av.
Options exercise Options exercise
2025 price (£) 2024 price (£)
number 2025 number 2024
Outstanding at 1 January
2,562,745
–
845,401
–
Granted during the year
8,452,732
–
1,911,425
–
Exercised during the year
(54,497)
–
(10,062)
–
Lapsed during the year
(355,585)
–
(184,019)
–
Outstanding at 31 December
10,605,395
–
2,562,745
–
Exercisable at 31 December
37,724
10,278
The outstanding share options were all issued under the Performance Share Plan. As
at 31 December 2025 the following options were outstanding:
Executive share options
Number
Exercisable between 2025-2032
37,724
Exercisable between 2026-2033
547,854
Exercisable between 2027-2034
1,802,983
Exercisable between 2028-2035
8,216,834
10,605,395
The total exercise price for all the above grants is £nil.
Synthomer plc Annual Report 2025188
31 Share-based payments continued
For options outstanding as at 31 December 2025, the exercise price was £nil and the
weighted average remaining contractual life was 5.72 years (2024: 5.62 years).
The weighted average share price at the date of exercise was £1.13 (2024: £2.49).
The weighted average fair value of the options at the measurement date granted
during the year was £1.02 (2024: £1.88). The valuation was based on the following
inputs and assumptions, using a Monte Carlo simulation model:
2025
Weighted average share price (£)
1.12
1.88
Option price (£)
–
–
Value of optionality
nil
nil
Vesting assumption
59%
41%
• •
Equity value – Based on the Company’s equity value inclusive of preference shares.
• •
Expected term – Vesting date of March 2028 has been assumed.
• •
Volatility – 67.23%. The historical volatility of Synthomer and each peer company is
equal to the historical volatility of each entity with a look-back period equal to the
2.78-year simulation term using daily stock price data.
• •
Risk-free rate – 4.07% based on the most recently published yield on zero-coupon
UK government bonds from the Bank of England as of the valuation date for a
period equal to the 2.78-year simulation term.
The vesting assumption is the estimate at the measurement date of the percentage of
the options that will ultimately vest and is based on market conditions and management’s
assessment of the likelihood of achievement of the performance criteria.
The charge in the year in relation to the equity settled scheme was £2.6m (2024: £1.5m).
The Group also operates a cash-settled share-based payment scheme for which there
was a credit in the year of £0.4m (2024: charge of £0.5m) and for which there was a
liability at the year end of £0.2m (2024: £0.7m).
The Synthomer Employee Benefit Trust
The Company established a trust, the Yule Catto Employee Benefit Trust, on 17 July
1996, to distribute shares to employees enabling the obligations under the Yule Catto
Longer-Term Performance Share Plan and the Yule Catto Longer-Term Deferred Bonus
Plan to be met.
The Trust is managed by the JC Employer Solutions Limited, an independent company
located in Jersey.
At 31 December 2025, the Trust held 53,944 (2024: 96,516) ordinary shares in the
Company with a market value of £34k (2024: £155k).
The dividends on these shares have been waived. All of the shares are under option.
Costs are amortised over the life of the plans.
32 Share price information
The middle market value of the listed ordinary shares at 31 December 2025 was
63.3 pence (31 December 2024: 161.0 pence). During the year, the market price ranged
between 161.0 pence and 46.1 pence. The latest ordinary share price is available
on the Group’s website.
33 Post balance sheet events
On 30 April 2026, Synthomer refinanced its existing RCF and UKEF facilities (the
‘Refinancing’), being implemented through a wholly owned subsidiary of Synthomer
plc, through which a new €300m RCF and new UKEF debt facilities of €288m and
$230m (the same size as the Group’s previous facilities) have been made available.
The refinanced debt matures in February 2029.
The new RCF and new UKEF facilities include a net debt:EBITDA leverage ratio
covenant which will be tested against covenant levels on a quarterly basis from
30 September 2026 and a minimum liquidity covenant which will be tested on a
monthly basis. The net debt:EBITDA ratios required under the covenant for year end
2026, 2027 and 2028 have been set at not more than 6.25x, 5.25x, and 4.25x
respectively, with intra-year levels aligned to the Group’s expected cash flow profile.
The Refinancing is also supported by a comprehensive security and guarantee
package provided by certain members of the Group.
34 Audit exemptions
The following subsidiaries have taken advantage of the exemptions from an audit for
the year ended 31 December 2025 available under s479A and s480 of the Companies
Act 2006 as the Company has given a statutory guarantee of all of the outstanding
liabilities of these subsidiaries as at 31 December 2025.
Company
Registration
Dimex Limited
01763129
Ecatto Limited
00978441
Harlow Chemical Company Limited
00778831
Polymerlatex Limited
03439041
Revertex Limited
00873653
Super Sky Limited
02021871
Synthomer Adhesive Technologies Limited
13827669
Synthomer Overseas Limited
06349474
Temple Fields 514 Limited
04541637
Temple Fields 515 Limited
00692510
Temple Fields 522 Limited
05516912
Temple Fields 523 Limited
05516913
Temple Fields 530 Limited
00831113
Synthomer plc Annual Report 2025189
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Note
2025
£m
2024
£m
Non-current assets
Property,plantandequipment 4 8.1 7.0
Otherintangibleassets 5 59.1 59.9
Investmentsinsubsidiariesandjointventures 3 985.4 896.5
Otherdebtors:amountsfallingdueaftermorethanoneyear 6 1,549.5 1,567.2
Definedbenefitassets 8 4.0 –
Deferred tax assets 0.2 2.9
Total non-current assets 2,606.3 2,533.5
Current assets
Otherdebtors:amountsfallingduewithinoneyear 6 303.8 693.4
Cashandcashequivalents 11 113.1 129.0
Derivativefinancialinstruments 11 0.8 6.3
Total current assets 417.7 828.7
Current liabilities
Borrowings 10 – (123.9)
Otherpayables 7 (557.9) (853.5)
Derivativefinancialinstruments 11 (4.1) (1.6)
Lease liabilities (0.4) (0.2)
Total current liabilities (562.4) (979.2)
Net current liabilities (144.7) (150.5)
Total assets less current liabilities 2,461.6 2,383.0
Company statement of financial position
as at 31 December 2025
Company financial statements
Synthomer plc Annual Report 2025190
Note
2025
£m
2024
£m
Non-current liabilities
Borrowings 10 (764.9) (698.6)
Lease liabilities (4.9) (4.9)
Total non-current liabilities (769.8) (703.5)
Net assets 1,691.8 1,679.5
Equity
Sharecapital 12 1.6 1.6
Sharepremium 925.9 925.9
Revaluationreserve 0.8 0.8
Capitalredemptionreserve 0.9 0.9
Retainedearnings 762.6 750.3
Shareholders' funds – all equity 1,691.8 1,679.5
Total equity 1,691.8 1,679.5
As permitted by Section 408 of the Companies Act 2006, no separate profit and loss account or statement of comprehensive income is presented for
Synthomer plc. As disclosed in note 2, the Company’s profit for the year was £1 1 .4m (2024: £30.2m).
The notes on pages 183 to 189 are an integral part of these financial statements. The financial statements of Synthomer plc (registered number 98381)
onpages 180 to 181 were approved by the Board of Directors andauthorised for issue on 30 April 2026.
They are signed on its behalf by:
M Willome Director L Liu Director
Company statement of financial position continued
Synthomer plc Annual Report 2025191
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Company financial statementsCompany financial statements
Share
capital
£m
Share
premium
£m
Revaluation
reserve
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Total
£m
Balanceasat1January2025 1.6 925.9 0.8 0.9 750.3 1,679.5
Profitfortheyear – – – – 11.4 11.4
Othercomprehensiveincomefortheyear – – – – 0.4 0.4
Total comprehensive income for the year – – – – 11.8 11.8
Share-basedpayments – – – – 2.6 2.6
Fairvaluelossonhedgedinterestratederivatives – – – – (2.1) (2.1)
As at 31 December 2025 1.6 925.9 0.8 0.9 762.6 1,691.8
At1January2024 1.6 925.9 0.8 0.9 721.9 1,651.1
Profitfortheyear – – – – 30.2 30.2
Totalcomprehensiveincomefortheyear – – – – 30.2 30.2
Share-basedpayments – – – – 1.5 1.5
Fairvaluelossonhedgedinterestratederivatives – – – – (3.3) (3.3)
As at 31 December 2024 1.6 925.9 0.8 0.9 750.3 1,679.5
Company statement ofchanges inequity
as at 31 December 2025
Synthomer plc Annual Report 2025192
1 Material accounting policies
The separate financial statements of the Company are presented as required by the
Companies Act 2006. The Company meets the definition of a qualifying entity under
FRS 100 Application of Financial Reporting Requirements issued by the FRC.
Accordingly, these financial statements were prepared in accordance with FRS 101
Reduced Disclosure Framework.
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to share-based payments,
financial instruments, capital management, presentation of a cash flow statement,
standards not yet effective and certain related party transactions.
Where required, equivalent disclosures are given in the consolidated financial statements.
The financial statements have been prepared on a going concern basis and under the
historical cost basis except for the remeasurement of certain financial instruments
that are measured at fair values at the end of each reporting period.
Various disclosures make reference to items considered material or immaterial to the
financial statements. The Company considers information to be material if omitting it
or misstating it could influence decisions that users make on the basis of the financial
information provided. Materiality is considered from both a quantitative and qualitative
factor perspective. In addition to subsequent specific references to materiality, and in
compliance with FRS 101, certain disclosures have not been provided where the
information resulting from that disclosure is not material.
The basis of accounting and the principal accounting policies adopted are the same as
those set out in note 2 to the consolidated financial statements except as noted below.
The Company was in a net current liabilities position as at 31 December 2025, this
position is due to the amounts owed to Group undertakings. The Directors have
received confirmation from Synthomer Trading Limited and Synthomer UK Limited, to
whom £135.6m and £79.8m respectively was owed at the balance sheet date, that
they will not call for repayment of these amounts for at least 12 months from the date
of the approval of these financial statements.
Investments in subsidiaries and joint ventures are stated at cost less, where
appropriate, provisions for impairment. The carrying amounts of the Company’s
investments are reviewed at each reporting date to determine whether there is an
indication of impairment. If such an indication exists, then the asset’s recoverable
amount is estimated. Losses are recognised in the income statement and reflected in
an allowance against the carrying value. When a subsequent event causes the amount
of impairment loss to decrease, the decrease in impairment loss is reversed through
the income statement.
Intercompany balances are shown gross unless a right of set-off exists. Balances are
valued at fair value at inception and are repayable on demand. All intercompany loans
are repayable on demand and the Company has the ability to refinance any of its
subsidiaries using equity allowing the subsidiary to repay any receivables owed to
Synthomer plc.
Dividend distributions to the Company’s shareholders are recognised as a liability in
the Company’s financial statements in the period in which the dividends are approved
by the Company’s shareholders.
There are no significant accounting judgements and estimates applied in preparing
the Company’s account except for the impairment testing of amounts owed by
subsidiary undertakings. When measuring the potential impairment of receivables
from subsidiaries, forward-looking information based on assumptions for the future
movement of different economic drivers are considered.
2 Profit attributable to equity shareholders
As permitted by Section 408 of the Companies Act 2006, no separate profit and loss
account or statement of comprehensive income is presented for Synthomer plc.
The Company reported a profit of £11.4m for the year ended 31 December 2025
(2024:profit of £30.2m). Auditor remuneration for audit and other services is disclosed
in note 7 to the consolidated financial statements. The Company had no employees
during the current or prior year.
3 Investments in subsidiaries and joint ventures
2025 2024
Subsidiaries
£m
Joint
ventures
£m
Total
£m
Subsidiaries
£m
Joint
ventures
£m
Total
£m
Cost
At1January 896.2 0.5 896.7 737.2 0.5 737.7
Additions 88.9 – 88.9 161.0 – 161.0
Impairment – – – (2.0) – (2.0)
At 31 December 985.1 0.5 985.6 896.2 0.5 896.7
Provisions
At1Januaryand
31 December – (0.2) (0.2) – (0.2) (0.2)
Net book value
At 31 December 985.1 0.3 985.4 896.2 0.3 896.5
Details of the Group’s subsidiaries and joint ventures are included in note 13 on pages
199 to 201.
Notes to the financial statements –
Synthomer plc
for the year ended 31 December 2025
Synthomer plc Annual Report 2025193
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Company financial statements / Notes to the Company financial statements continued
4 Property, plant and equipment
Land and buildings
2025 2024
Right-of-use
buildings
£m
Freehold land
and buildings
£m
Plant and
equipment
£m
Total
£m
Right-of-use
buildings
£m
Freeholdland
andbuildings
£m
Plant and
equipment
£m
Total
£m
Cost
At1January 8.8 2.7 0.1 11.6 4.1 3.0 0.1 7.2
Additions 0.1 – 2.3 2.4 5.2 – – 5.2
Disposals (4.1) – (0.1) (4.2) (0.5) (0.3) – (0.8)
At 31 December 4.8 2.7 2.3 9.8 8.8 2.7 0.1 11.6
Accumulated depreciation
At1January 3.5 1.0 0.1 4.6 3.1 1.0 0.1 4.2
Chargefortheyear 1.0 – 0.2 1.2 0.8 – – 0.8
Disposals (4.0) – (0.1) (4.1) (0.4) – – (0.4)
At 31 December 0.5 1.0 0.2 1.7 3.5 1.0 0.1 4.6
Net book value
At 31 December 4.3 1.7 2.1 8.1 5.3 1.7 – 7.0
Freehold land amounting to £1.5m (2024: £1.5m) has not been depreciated.
Synthomer plc Annual Report 2025194
5 Other intangible assets
2025
£m
2024
£m
Cost
At1January 82.7 74.1
Additions 0.7 0.9
TransfersfromGroupundertakings 9.1 7.7
At 31 December 92.5 82.7
Accumulated depreciation
At1January 22.8 13.7
Chargefortheyear 10.6 9.1
At 31 December 33.4 22.8
Net book value
At 31 December 59.1 59.9
6 Debtors
2025
£m
2024
£m
AmountsowedbyGroupundertakings:amountsfalling
duewithinoneyear 301.2 689.0
AmountsowedbyGroupundertakings:amountsfalling
dueaftermorethanoneyear 1,549.5 1,567.2
Otherdebtors 0.8 1.2
Prepaymentsandaccruedincome 1.8 3.2
1,853.3 2,260.6
Amounts owed by Group undertakings are unsecured and valued at fair value at
inception. Interest is charged at arm’s length and receivable per the agreement in
place. Of the Company’s amounts owed by Group undertakings, £162.4m is impaired
(2024: £162.4m). Future expected credit losses onamounts receivable from
subsidiaries are immaterial.
7 Other payables
2025
£m
2024
£m
Amount due within one year
AmountsowedtoGroupundertakings 534.3 829.6
Othercreditors 10.1 6.9
Accruals and deferred income 13.5 17.0
557.9 853.5
Amounts owed to Group undertakings are unsecured and valued at fair value at
inception and are repayable on demand. Interest is charged at arm’s length and
payable per the agreement in place.
8 Defined benefit asset
During the year, a share of the Group’s pension obligation was novated to the Company
following the divestment of one of its subsidiaries where it was previously accounted
for, William Blythe.
Defined benefit schemes
The Group’s UK defined benefit scheme is administered by a fund that is legally
separate from the Company/Group. The trustees of the pension fund are required by
law to act in the interest of the fund and of all relevant stakeholders in the scheme. The
trustees of the pension scheme are responsible for the investment policy with regard
to the assets of the fund.
The scheme was closed to future accrual in 2009 and all retirement benefits since that
time are provided by way of a defined contribution scheme. The assets of the scheme
are held separately from those of the Company concerned. A triennial actuarial
valuation of the scheme at the Group level was undertaken in 2024 and was published
in 2025.
Retirement benefit obligations
Defined benefit schemes expose the company to a number of risks, the most
significant of which are detailed below:
Assetreturnrisk Theplanliabilitiesarecalculatedusingadiscountrateset
withreferencetocorporatebondyields;ifplanassets
underperformthisyield,thiswillincreasethedeficit.
Interestraterisk Adecreaseincorporatebondyieldswillincreaseplan
liabilities,althoughthiswillbepartiallyoffsetbyanincrease
inthevalueoftheplanassetsinbondholdings.
Longevityrisk Themajorityoftheplans’obligationsaretoprovidebenefits
forthelifeofthemember,soincreasesinlifeexpectancy
willresultinanincreaseintheplans’liabilities.
Synthomer plc Annual Report 2025195
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Company financial statements / Notes to the Company financial statements continued
8 Defined benefit asset continued
Charges to the income statement in respect of the Company’s defined benefit pension
scheme are as follows:
2025
£m
2024
£m
Servicecost 0.1 –
Net interest income (0.1) –
Amounts recognised in the statement of comprehensive income are set out below:
2025
£m
2024
£m
Returnonplanassetsexcludingamountsincluded
ininterestexpense 0.2 –
Remeasurementgains 0.9 –
ShareofRPI/CPIandgenderequalisationadjustment (0.4) –
Actuarial gains 0.7 –
Amounts included in the balance sheet arising from the Company’s defined benefit
scheme obligations are:
2025
£m
2024
£m
Presentvalueofdefinedbenefitobligation (23.9) –
Fairvalueofschemes'assets 27.9 –
Net asset arising from defined benefit obligation 4.0 –
Fair value of the Company’s share of the scheme’s assets are set out below:
2025
£m
2024
£m
At 1 January – –
TransferfromWilliamBlythe 27.7 –
Interest income 1.4 –
Amounts recognised in income in respect
ofdefinedbenefit schemes 1.4 –
Remeasurement:
– Returnonplanassetsexcludingamounts
includedininterestincome 0.2 –
Amounts recognised in the statement
ofcomprehensiveincome 0.2 –
Contributions:
– Employers 0.2 –
Paymentsfromplans
– Benefitpayments (1.6) –
(1.4) –
At 31 December 27.9 –
The company’s share of the plan assets comprised:
2025
£m
2024
£m
Hedgefunds 3.3 –
Equities 4.6 –
Debt Instruments 19.2 –
Property 0.1 –
Annuityassets 0.2 –
Cashandcashequivalents 0.5 –
Fairvalueofschemes'assets 27.9 –
All investments in equities, bonds and property are quoted.
Synthomer plc Annual Report 2025196
8 Defined benefit asset continued
Present value of defined benefit obligations comprised:
2025
UK
£m
2024
UK
£m
At 1 January – –
TransferfromWilliamBlythe (25.1) –
Currentservicecost (0.1) –
Pastservicecost – –
Interest expense (1.3) –
Amounts recognised in income in respect
ofdefinedbenefit schemes (1.4) –
Remeasurementgains/(losses)from:
– changesinfinancialassumptions 0.4 –
– changesindemographicassumptions (0.2) –
– experience adjustments 0.7 –
Amounts recognised in the statement
ofcomprehensiveincome 0.9 –
Contributions:
– Employers 0.1 –
Paymentsfromplans
– Benefitpayments 1.6 –
1.7 –
At 31 December (23.9) –
The Company remains committed to paying contributions into the UK scheme for the
foreseeable future.
Actuarial assumptions
The major assumptions used for the purposes of the actuarial valuations were as follows:
2025
%
2024
%£m
Rateofincreaseinpensionsinpayment 2.70% n/a
Rate of increase in pensions in deferment 2.45% n/a
Discount rate 5.35% n/a
Inflationassumption 2.80% n/a
Assumptions regarding future mortality are based on actuarial advice in accordance
with published statistics. Mortality assumptions are based on UK mortality tables and,
where appropriate, include an allowance for future improvements in life expectancy. In
addition, where credible data exists, actual plan experience is taken into account. For
the UK’s, the expected lifetime of average members currently at age 65 and average
members at age 65 in 20 years’ time is as follows:
2025 2024
Retiring
Today
Retiring in
20 years
Retiring
Today
Retiringin
20years
Males 86.3 87.1 n/a n/a
Females 88.5 89.4 n/a n/a
The weighted average duration of the benefit obligation at the end of the reporting
period is 10.0 years (2024: not applicable).
Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit
obligation are discount rate and mortality. The sensitivity analysis below has been
determined based on reasonably possible changes of the assumptions occurring at
the end of the reporting period, assuming that all other assumptions are held constant:
Increase in scheme liabilities
£m
Discountrate(decreaseof1%) 2.7
Futuremortalityrate(oneyearincreaseinexpectancy) 1.1
The above sensitivities are based on a change of assumption while holding all other
assumptions constant. In practice this is unlikely to occur and changes in some of the
assumptions may have some correlation. When calculating the sensitivity of the
defined benefit obligation to significant actuarial assumptions, the same method
(present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the
pension liability recognised within the balance sheet.
9 Guarantees and other financial commitments
The Company has given guarantees amounting to £nil (2024: £nil) in respect of bank
and other facilities of subsidiaries and joint ventures.
Synthomer plc Annual Report 2025197
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Company financial statements / Notes to the Company financial statements continued
10 Borrowings
2025
£m
2024
£m
Current borrowings
Bank loans
€520m3.875%seniorunsecuredloannotesdue2025 – 123.9
Currentborrowings – –
– 123.9
Non-current borrowings
Bank loans
Bankloans 463.8 414.2
€350m3.875%seniorunsecuredloannotesdue2029 301.1 284.4
764.9 698.6
Details of borrowings are provided in note 20 to the consolidated financial statements.
11 Financial instruments
The fair value of financial instruments has been disclosed in the Company’s statement of financial position as:
2025 2024
Valuation
category in
accordance
with IFRS 9
1
Fair value
hierarchy
level
Carrying
amount
£m
Carrying amount
within scope
of IFRS 7
£m
Fair value
£m
Carrying
amount
£m
Carryingamount
withinscope
ofIFRS7
£m
Fairvalue
£m
Otherreceivables AC Level 2 1,853.3 1,851.5 1,851.5 2,260.6 2,257.4 2,257.4
Cashandcashequivalents AC Level 2 113.1 113.1 113.1 129.0 129.0 129.0
Derivatives FVTOCI Level 2 0.8 0.8 0.8 6.3 6.3 6.3
Total assets 1,967.2 1,965.4 1,965.4 2,395.9 2,392.7 2,392.7
Borrowings AC Level 2 (764.9) (764.9) (774.4) (822.5) (822.5) (835.3)
Tradeandotherpayables AC Level 2 (557.9) (557.8) (557.8) (853.5) (853.4) (853.4)
Derivatives FVTOCI Level 2 (4.1) (4.1) (4.1) (1.6) (1.6) (1.6)
Total liabilities (1,326.9) (1,326.8) (1,336.3) (1,677.6) (1,677.5) (1,690.3)
1 AC: amortised cost; FVTOCI: fair value through other comprehensive income.
A fuller description of financial instruments is included in note 21 of the consolidated financial statements on page 170.
12 Share capital
Details of the Company’s share capital are shown in note 26 of the consolidated financial statements on page 184.
Synthomer plc Annual Report 2025198
13 Subsidiaries and joint ventures
Country of incorporation and registered address Principal activity Ownership %
United Kingdom
Central Road, Harlow, Essex, CM20 2BH
Dimex Limited HoldingCompany 100
EcattoLimited HoldingCompany 100
3
HarlowChemicalCompanyLimited HoldingCompany 100
2
PolymerLatexLimited Non-Trading 100
RevertexLimited Dormant 100
3
SuperSkyLimited HoldingCompany  50
1,3
SynthomerAdhesiveTechnologyLimited Non-Trading 100
Synthomer(UK)Limited Trading 100
SynthomerHoldingsLimited HoldingCompany 100
3
SynthomerOverseasLimited HoldingCompany 100
3
TempleFields514Limited HoldingCompany 100
3
TempleFields515Limited Non-Trading 100
TempleFields522Limited HoldingCompany 100
3
TempleFields523Limited Non-Trading 100
3
TempleFields530Limited Non-Trading 100
SynthomerTradingLimited Trading 100
44 Esplanade, St Helier, Jersey, JE4 9WG
SynthomerJerseyLimited Non-Trading 100
3
Austria
Industriepark, Pischelsdorf, 3435
SynthomerAustriaGmbH Trading 100
Belgium
Durmakker 33, 8768A, 9940, Evergem
SynthomerSpecialtyAdditivesNV Non-Trading 100
Country of incorporation and registered address Principal activity Ownership %
China
Building 53-55, 1000 Zhangheng Road, Zhangjiang Hi-Tech Park,
Pudong, Shanghai, 201203
ShanghaiSynthomerChemicalsCoLtd Trading 100
210 Zhou Gong Road, Shanghai Chemical Industry Park,
Shanghai201507
SynthomerFineChemicals(Shanghai)CoLtd Trading 100
308 Jiangbin Road, Xiaogang United Development Zone,
NingboEconomic & Technical Development Zone, Ningbo, 315803
SynthomerFineChemicals(Ningbo)CoLtd Trading 100
55 Xi Li Road, China (Shanghai) Pilot Free Trade Zone,
Shanghai,200131
EliokemTrading(Shanghai)CoLtd Trading 100
No1 Yanhe Road, Nanjing Chemical park, Nanjing
NanjingYangziEastmanChemicalLtd Trading  50
1
Czech Republic
Tovární 2093, Sokolov, 356 01
SynthomerAS Trading 100
Karla Engliše 3208/5, Prague, 150 00
SynthomerCzechs.r.o Holding 100
France
5162 Route de Noroit, Sandouville, 76340
SynthomerHoldingsFranceSAS HoldingCompany 100
SynthomerInternationalSAS HoldingCompany 100
Zone Industrille Portuaire du Havre, 7015 X Sandouville, Le Harve, 76080
SynthomerSpecialityChemicalsSAS Trading 100
704 Rue Pierre et Marie Curie, Ribécourt-Dreslincourt, 60170
SynthomerFranceSAS Trading 100
Notes
1 Joint ventures.
2 Harlow Chemical Company Limited is incorporated in the UK but is resident in the Netherlands.
3 Shares directly held by Synthomer plc.
Synthomer plc Annual Report 2025199
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Company financial statements / Notes to the Company financial statements continued
Country of incorporation and registered address Principal activity Ownership %
Germany
Werrastrasse 10, Marl, 45768
SynthomerDeutschlandGmbH Trading 100
TempleFieldsGmbH Non-Trading 100
YuleCattoHoldingsGmbH HoldingCompany 100
India
1001, Meadows, Sahar Plaza, Andheri-Kurla Road, Andheri East,
Mumbai 400059
SynthomerIndiaTradingLLP Non-Trading 100
Italy
Via delle Industrie 9, Filago, BG, 24040
SynthomerS.r.l. Trading 100
Via Morozzo 27, Sant’Albano Stura, CN, 12040
SynthomerSpecialtyResinsS.r.l. Trading 100
Malaysia
Unit 16-2, Wisma Uoa Damansara II, 6 Changkat Semantan,
Damansara Heights, Kuala Lumpur, 50490
KindAction(M)SdnBhd Trading  70
PolymerLatexSdnBhd Trading 100
QualityPolymerSdnBhd Non-Trading  70
Revertex(Malaysia)SdnBhd Trading  70
SynthomerSdnBhd Trading 100
TerraSimfoniSdnBhd HoldingCompany 100
Mauritius
c/o Citco (Mauritius) Limited, Tower A, 1 Exchange Square,
WallStreet,Ebene
SynthomerAsiaPacificCorp HoldingCompany 100
Standard Charted Tower, 19 Cybercity, Ebene
SynthomerChinaHoldingsLimited HoldingCompany 100
Country of incorporation and registered address Principal activity Ownership %
Mexico
Blvd. Paseo General Lazaro Cardenas No. 844 Col. La Magdalena,
Uruapan, Michoacan, Mexico C.P. 60080
SynthomerMexico,S.A.deC.V. Trading 100
Netherlands
Herculesweg 35, 4338 PL Middelburg
YuleCattoNederlandBV HoldingCompany 100
SynthomerMiddelburgB.V. Trading 100
Portugal
Rua Francisco Lyon de Castro, 28, 2725-397 Mem Martins
Synthomer(Portugal)SA Trading 100
Lyon28–ImobiliarioSA PropertyLetting 100
Saudi Arabia
27 Street, 2nd Industrial City, Dammam, 31472
SynthomerMiddleEastCompanyLtd Trading  49
1
Spain
Camino de Sangroniz 8, Sondika, 48150
SynthomerAsuaSL Trading 100
Rambla de Catalunya 53, Barcelona, 08007
YuleCattoSpainSL Non-Trading 100
Sweden
Tostarpsvagen 11, Kavlinge, 244 32
SynthomerSpecialityAdditivesAB Trading 100
UAE
Building 2101, Office S10122A2, Jebel Ali Free Zone, Dubai
SynthomerFunctionalSolutionsFZCO Trading  49
1
East Wing 2, Office 201, Po Box 54645, Dubai Airport Free Zone, Dubai
SynthomerFZCO Trading  49
1
13 Subsidiaries and joint ventures continued
Synthomer plc Annual Report 2025200
Country of incorporation and registered address Principal activity Ownership %
USA
1201 Peachtree Street NE, Atlanta, GA, 30361
SynthomerLLC Trading 100
YuleCattoInc HoldingCompany 100
251 Little Fall Drive, Wilmington, DE, 19808
SynthomerUSALLC Non-Trading 100
SynthomerAdhesiveTechnologiesLLC Trading 100
SynthomerJeffersonHillsLLC Trading 100
25435 Harvard Road, Beachwood, Ohio 44122-6201
SynthomerInc Trading 100
SynthomerNBRSolutionsLLC Non-Trading 100
Vietnam
8, 6th Street, Song Than Industrial Park, Di An
SynthomerVietnamCoLtd Trading 60
Notes
1 Joint ventures.
2 Harlow Chemical Company Limited is incorporated in the UK but is resident in the Netherlands.
3 Shares directly held by Synthomer plc.
13 Subsidiaries and joint ventures continued
Synthomer plc Annual Report 2025201
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other
information
203 Environmentalperformancesummary
207 GlobalReportingInitiative(GRI)
contentindex
210 Glossaryofterms
212 Historicalfinancialsummary
213 Advisers
We always have time
to work safely.
Synthomer plc Annual Report 2025202
Environmental performance summary
2025
a
2024
a
2023
a
Baselineyear
2019
a
Variance
2025vs2024
Variance
2025vs2019
Energy Consumption – GJ
Absolute energy consumption
1
Group 5,441,520 5,638,400 5,613,693 6,631,149 -3.5% -17.9%
UKonly 240,808 285,722 282,461 329,741 -15.7% -27.0%
Group energy consumption by source
Naturalgas 3,292,737 3,302,812 3,245,451 3,255,603 -0.3% 1.1%
LightandheavyoilsandGLP 260,182 297,710 277,833 291,090 -12.6% -10.6%
Steamandhotwater(metered) 644,377 726,932 835,579 999,288 -11.4% -35.5%
Electricity(metered) 1,244,224 1,310,947 1,254,830 1,482,452 - 5.1% -16.1%
Coal 0 0 0 602,716 n/a -100%
Specific energy consumption (GJ/tonneproduction)
Group 4.20 4.12 4.24 3.54 1.9% 18.6%
UKonly 3.61 3.85 4.64 4.22 -6.2% -14.5%
Group refrigerant releases – HCFC and others – kg
Absolute 156 1,682 3,097 2,036 -90.7% -92.3%
Specific(kg/tonneproduction) 0.0001 0.0012 0.0023 0.0011 -91.7% -90.9%
Renewable energy consumption - GJ
Totalenergyfromrenewablesources 446,636 1,006,682 951,422 153,487 -55.6% 191.0%
Totalshareofenergyfromrenewables% 8 18 17 2 -55.6% 300.0%
Totalshareofelectricityfromrenewablesources% 38 80 80 11 -53.1% 240.9%
Share of energy from renewable sources by region – %
Americas 9 19 19 n/a -51.6% n/a
Asia 3 33 51 n/a -90.6% n/a
EMEA 9 15 11 4 -43.3% 112.5%
Greenhouse gas (GHG) emissions – tonnes CO
2
e
2,3,4,5
Absolute Scope 1 GHG emissions
Group 232,663 236,773 228,131 300,708 -1.7% -22.6%
UKonly 8,647 8,153 7,882 9,849 6.1% -12.2%
Absolute Scope 2 GHG emissions – market-based
Group 142,294 63,826 95,287 250,853 122.9% -43.3%
UKonly 9,753 7,911 6,443 5,308 23.3% 83.7%
Synthomer plc Annual Report 2025203
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other information / Environmental performance summary continued
2025
a
2024
a
2023
a
Baselineyear
2019
a
Variance
2025vs2024
Variance
2025vs2019
Absolute Scope 2 GHG emissions – location-based
Group 158,883 174,044 205,830 255,154 -8.7% -37.7%
UKonly 9,162 9,078 8,447 8,359 0.9% 9.6%
Absolute Scope 1 and 2 GHG emissions – market-based
Group 374,957 300,599 323,418 551,561 24.7% -32.0%
UKonly 18,400 16,063 14,325 15,202 14.5% 21.0%
Specific Scope 1 and 2 GHG emissions
Group(tonnesCO
2
e/tonneproduction) 0.289 0.219 0.244 0.294 32.0% -1.7%
UKonly(tonnesCO
2
e/tonneproduction) 0.276 0.245 0.245 0.202 12.7% 36.6%
Absolute Group Scope 1 and 2 GHG emissions by source
(tonnesCO
2
e)
Fromenergy
3
326,282 250,103 277,829 496,870 30.5% -34.3%
From process emissions 48,454 48,053 41,454 47,16 4 0.8% 2.7%
Fromrefrigerantreleases 221 2,443 4,135 7,527 -91.0% -97.1%
Absolute Scope 3 GHG emissions (tonnesCO
2
e)
2
Group 2,859,777 2,629,696 2,568,929 3,204,702 8.7% -10.8%
Specific Scope 3 GHG emissions
Group(tonnesCO
2
e/tonneproduction) 2.21 1.94 1.83 1.41 13.9% 56.7%
Other emissions to air
Other emissions to air – absolute (tonnes)
Sulphurdioxide(SO2) 18.41 23.42 14.36 126.28 -21.4% -85.4%
Nitrousoxides(NO
x
)
6
207.23 192.18 159.29 198.57 7.8% 4.4%
Particulatematter(PM) 47.67 47.66 35.50 n/a 0.0% n/a
Volatileorganiccompounds(VOCs) 466.85 475.56 299.67 231.34 -1.8% 101.8%
Other emissions to air – specific (kg/tonneproduction)
Sulphurdioxide(SO2) 0.01 0.02 0.01 0.07 -17.6% -80.0%
Nitrousoxides(NO
x
)
6
0.16 0.14 0.12 0.11 12.7% 44.1%
Particulatematter(PM) 0.04 0.04 0.02 n/a 5.7%
Volatileorganiccompounds(VOCs) 0.36 0.35 0.21 0.13 3.7% 183.5%
Group water usage – m³
7
Total water withdrawal 6,913,192 6,967,462 6,916,320 7,142,707 -0.8% -3.2%
Specific water withdrawal (m³/tonneproduction) 5.33 5.09 5.22 3.93 4.8% 35.6%
Synthomer plc Annual Report 2025204
2025
a
2024
a
2023
a
Baselineyear
2019
a
Variance
2025vs2024
Variance
2025vs2019
Total water withdrawal by source
Publicpotablesupply 1,954,232 2,122,536 1,974,999 1,755,650 -7.9% 11.3%
Rawwaterfromriver 2,260,055 2,658,406 2,661,642 2,810,402 -15.0% -19.6%
Rawwaterfromborehole 822,231 771,770 782,757 1,192,088 6.5% -31.0%
Rawwaterfromcanal 57,614 41,232 38,932 65,012 39.7% -11.4%
Rawwaterfromother 1,819,060 1,373,518 1,457,990 1,319,556 32.4% 37.9%
Total water consumption
7
2,069,064 1,822,946 1,945,467 n/a 13.5% n/a
Specific water consumption (m³/tonneproduction) 1.6 1.33 1.44 n/a 20.3% n/a
Group waste management – tonnes
Group waste (total)
8
Absolute 79,470 61,919 60,356 66,558 28.3% 19.4%
Specific(kg/tonneproduction) 61.29 45.20 45.58 35.5 35.6% 72.6%
Group waste (landfill)
Absolute 12,720 12,739 11,980 18,891 - 0.1% -32.7%
Specific(kg/tonneproduction) 9.81 9.30 9.05 10.08 5.5% -2.7%
Group waste (hazardous)
Absolute 29,071 28,721 27,070 35,036 1.2% -17.0%
Specific(kg/tonneproduction) 22.42 20.97 20.44 18.69 6.9% 20.0%
Group waste (non-hazardous)
Absolute 50,399 33,198 33,286 31,522 51.8% 59.9%
Specific(kg/tonneproduction) 38.87 24.24 25.14 16.81 60.4% 131.2%
Hazardous waste by source
Recycled–energyrecovery 11, 297 7,030 8,608 9,034 60.7% 25.0%
Recycled–separated–reprocessed
8
5,117 9,546 7,221 7,195 -46.4% -28.9%
Incinerated–noenergyrecovery 4,156 3,675 4,124 6,508 13.1% -36.1%
Disposedbylandfill 2,022 1,730 1,350 1,200 16.9% 68.5%
Other 6,478 6,740 5,767 11,100 -3.9% -41.6%
Non-hazardous waste by source
Recycled–energyrecovery 2,646 3,246 3,200 8,219 -18.5% - 67.8%
Recycled–separated–reprocessed 35,195 17,676 17,255 2,729 99.1% 1189.7%
Incinerated–noenergyrecovery 97 90 76 1022 7.8% -90.5%
Disposedbylandfill 10,697 11,010 10,630 17,692 -2.8% -39.5%
Other–municipal 1,763 1,177 2,126 1,860 49.8% -5.2%
Synthomer plc Annual Report 2025205
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other information / Environmental performance summary continued
2025
a
2024
a
2023
a
Baselineyear
2019
a
Variance
2025vs2024
Variance
2025vs2019
Sites that are zero production waste to landfill
Number 6.0 6.0 10 n/a 0.0% n/a
ProportionofGrouprevenue 17.8 17.0 27.7 n/a 4.7%
ProportionofGroupproductionvolume 22.9 22.5 30.7 n/a 1.8% n/a
Production sales volume
Group 1,296,626 1,353,915 1,398,480 1,968,264 -4.2% -34.1%
UKonly 66,728 74,214 60,901 78,196 -10.1% -14.7%
Additional TCFD Metrics
9
Financial intensity (tonnesCO
2
e/£m)
Scope1and2GHGemissions(revenue) 216 151 167 390 43.0% -44.6%
Scope1and2GHGemissions(EBITDA) 2,746 2,045 2,314 3,197 34.3% -14.1%
Scope3GHGemissions(revenue) 1,465 1,169 1,300 2,051 25.3% -28.6%
Scope3GHGemissions(EBITDA) 18,660 15,794 18,036 16,821 18.1% 10.9%
Scope1,2and3GHGemissions(revenue) 1,681 1,320 1,467 2,441 27.3% -31.1%
Scope1,2and3GHGemissions(EBITDA) 21,406 17,839 20,350 20,017 20.0% 6.9%
Sites with an ETS or equivalent – %
ProportionofGroupScope1GHGemissions 58.0 63.0 57.7 60.7 -7.9% -4.4%
ProportionofGroupproductionvolume 11.0 15.0 13.6 n/a -26.7% n/a
ProportionofGrouprevenue 13.0 16.0 19.2 n/a -18.8% n/a
Capexforsustainabilityprojects(%) 10.0 9.0 n/a n/a -100.0% n/a
Sites in extremely high-risk location for water stress
10
Number 3.0 3.0 3.0 n/a 0.0% n/a
ProportionofGroupwateruse 11.7 11.8 10.9 n/a -0.8% n/a
ProportionofGrouprevenue 13.5 12.5 12.4 n/a 8.0% n/a
Environmental performance metrics and KPI data covers all manufacturing operations and major office/technical centres under Synthomer operational control for the calendar years stated. Data in these tables excludes all non-trading and office/
sales-related subsidiaries and joint ventures. Scope 1, 2 and 3 GHG results have third-party assurance.
GHG emission calculations follow GHG protocol rules for Scopes 1, 2 and 3, with Scope 1 and 2 reporting reflecting operational control boundaries. Details on Scope 1,2 and 3 calculations can be found in Synthomer’s Climate action insights paper.
a Data here refers to Group composition as of end 2025. 2019-2025 GHG data has been recalculated to reflect all acquisitions and divestments.
1 Data relates to site usage of all fuels, excluding transport of goods to and from site and the movement of these vehicles on site. Internal transport on site is included.
2 Details on Scope 1,2 and 3 calculations can be found in Synthomer’s Climate action insights paper.
3 CO
2
equivalent emissions include contributions from CH
4
and N
2
O associated with combustion.
4 The total Scope 1 and 2 GHG figure is the total of the CO
2
equivalent emissions associated with energy, refrigerant release and relevant process emission contributions.
5 Our Stallingborough site in the UK is supplied with most of its electricity from an adjacent municipal waste incinerator. In 2025 this is classed as non-renewable and the emissions from this electricity were 0.576kg CO
2
e per kWh, based on our
determination of the factors used for the Climate Change Agreement submission.
6 NOx emissions are predominantly those from combustion processes. The CO
2
equivalent Global Warming Potential contribution from these releases is already included in the CO
2
from the energy figure above.
7 Since adopting a more accurate and holistic water mass balance approach in 2022, we are not reporting water consumption for earlier years.
8 The increase in total waste is due to a change in how we report the bromide effluent waste stream at our Harlow sites and construction waste from demolition at our Marl site. For further information on the changes to the total waste figures and
the updated reporting and calculation methodologies see the Sustainability Insights: Waste.
9 TCFD metrics are calculated using GHG data stated in this table and revenue figures stated in the Annual Report 2025.
10 Priority sites for water stress have been identified by combining local risk factors using WRI Aqueduct tool and relative water demand.
Synthomer plc Annual Report 2025206
Global Reporting Initiative (GRI) content index
Statement of use
Synthomer 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.
Thistablereferences the GRI Universal Standards 2021 and identifies where Synthomer addresses each disclosure topic – the 2025 Annual Report, the separate 2025
ESGDataPack, and our website.
GRI Standards used
GRI Universal Standards 2021 (GRI 1: Foundation 2021, GRI 2: General Disclosures 2021, GRI 3: Material Topics 2021) and material GRI Topic Standards.
GRI standard Disclosure Location
GRI 2:
General Disclosures 2021
2-1Organisationaldetails 1-4,145,154-156,backcover
2-2Entitiesincludedintheorganisation’ssustainabilityreporting 206
2-3Reportingperiod,frequencyandcontactpoint 26,207
2-4Restatementsofinformation 206
2-5Externalassurance Website
2-6Activities,valuechainandotherbusinessrelationships 1-4,20-40
2-7Employees 36-40,43,SynthomerESGDataPack
2-9Governancestructureandcomposition 45-48,58-59,68-74
2-10Nominationandselectionofthehighestgovernancebody 95-97
2-11Chairofthehighestgovernancebody 68-69
2-12Roleofthehighestgovernancebodyinoverseeingthemanagementofimpacts 45-48,58-63,74
2-13Delegationofresponsibilityformanagingimpacts 74
2-14Roleofthehighestgovernancebodyinsustainabilityreporting 74,88-94
2-15Conflictsofinterest 55,83-87
2-16Communicationofcriticalconcerns 55,78-87,ESGDataPack
2-17Collectiveknowledgeofthehighestgovernancebody 67-71
2-18Reviewoftheperformanceofthehighestgovernancebody 67
2-19Remunerationpolicies 87,98-110
2-20Processtodetermineremuneration 87,98-110
2-21Annualtotalcompensationratio 124
2-22Statementonsustainabledevelopmentstrategy 3,5-6,7-9,77
2-23Policycommitments 65
2-24Embeddingpolicycommitments 65
2-25Processestoremediatenegativeimpacts 45-56,65
2-26Mechanismsforseekingadviceandraisingconcerns 55, 84
Synthomer plc Annual Report 2025207
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other information / GRI content index continued
GRI standard Disclosure Location
GRI 2:
General Disclosures 2021 continued
2-27Compliancewithlawsandregulations 55,64,65
2-28Membershipassociations 27,31
2-29Approachtostakeholderengagement 26-31,36-39,78-82
2-30Collectivebargainingagreements SynthomerESGDataPack
GRI 3:
Material Topics 2021
3-1Processtodeterminematerialtopics 30
3-2Listofmaterialtopics 30,49-56
3-3Managementofmaterialtopics 30,45-48
GRI 201:
Economic Performance 2016
201-1Directeconomicvaluegeneratedanddistributed 138-144
201-2Financialimplicationsandotherrisksandopportunitiesduetoclimatechange 58-63,134
201-3Definedbenefitplanobligationsandotherretirementplans 178-183
GRI 205:
Anti-corruption 2016
205-1Operationsassessedforrisksrelatedtocorruption 55,65
205-2Communicationandtrainingaboutanti-corruptionpoliciesandprocedures 55
205-3Confirmedincidentsofcorruptionandactionstaken 55
GRI 206: Anti-competitive Behavior 2016 206-1Legalactionsforanti-competitivebehaviour,anti-trust,andmonopolypractices 55
GRI 207:
Tax 2019
207-1Approachtotax 147-148,158-160,SynthomerGroupPolicies
207-2Taxgovernance,control,andriskmanagement 147-148
207-3Stakeholderengagementandmanagementofconcernsrelatedtotax 78-82
GRI 302:
Energy 2016
302-1Energyconsumptionwithintheorganisation 203,SynthomerESGDataPack
302-3Energyintensity 203
302-4Reductionofenergyconsumption 42, 203
GRI 303:
Water and Effluents 2018
303-1Interactionswithwaterasasharedresource 42,SustainabilityInsights
303-3Waterwithdrawal 42,204-205
303-5Waterconsumption 205
GRI 305:
Emissions 2016
305-1Direct(Scope1)GHGemissions 42,203,SynthomerESGDataPack
305-2Energyindirect(Scope2)GHGemissions 42,203,SynthomerESGDataPack
305-3Otherindirect(Scope3)GHGemissions 42,204,SynthomerESGDataPack
305-4GHGemissionsintensity 204
305-5ReductionofGHGemissions 42,SustainabilityInsights
305-6Emissionsofozone-depletingsubstances(ODS) 204
305-7Nitrogenoxides(NO
x
),sulfuroxides(SO
x
),andothersignificantairemissions 204
GRI 306:
Waste 2020
306-1Wastegenerationandsignificantwaste-relatedimpacts 42,205-206,SustainabilityInsights
306-2Managementofsignificantwaste-relatedimpacts 42
306-3Wastegenerated 205-206
306-4Wastedivertedfromdisposal 205-206
306-5Wastedirectedtodisposal 205-206
Synthomer plc Annual Report 2025208
GRI standard Disclosure Location
GRI 308: Supplier Environmental Assessment 2016 308-1Newsuppliersthatwerescreenedusingenvironmentalcriteria SynthomerESGDataPack
GRI 401:
Employment 2016
401-1Newemployeehiresandemployeeturnover SynthomerESGDataPack
401-3Parentalleave 36-39
GRI 403:
Occupational Health andSafety 2018
403-1Occupationalhealthandsafetymanagementsystem 40,SustainabilityInsights
403-2Hazardidentification,riskassessment,andincidentinvestigation 40, 43, 52
403-4Workerparticipation,consultation,andcommunicationonoccupationalhealthandsafety 40, 43, 52
403-5Workertrainingonoccupationalhealthandsafety 40, 43, 52
403-6Promotionofworkerhealth 36
403-8Workerscoveredbyanoccupationalhealthandsafetymanagementsystem SynthomerESGDataPack
403-9Work-relatedinjuries 40,SynthomerESGDataPack
403-10Work-relatedillhealth SynthomerESGDataPack
GRI 404:
Training and Education 2016
404-1Averagehoursoftrainingperyearperemployee SynthomerESGDataPack
404-2Programsforupgradingemployeeskillsandtransitionassistanceprograms 39
404-3Percentageofemployeesreceivingregularperformanceandcareerdevelopmentreviews 37
GRI 405:
Diversity and Equal Opportunity 2016
405-1Diversityofgovernancebodiesandemployees 38,67,97
405-2Ratioofbasicsalaryandremunerationofwomentomen SynthomerGenderPayGapReport
GRI 407: Freedom of Association and
CollectiveBargaining 2016
407-1Operationsandsuppliersinwhichtherighttofreedomofassociationand
collectivebargainingmaybeatrisk
SynthomerModern
SlaveryActstatement
GRI 408: Child Labour 2016 408-1Operationsandsuppliersatsignificantriskforincidentsofchildlabour SynthomerModern
SlaveryActstatement
GRI 409: Forced or Compulsory Labour 2016 409-1Operationsandsuppliersatsignificantriskforincidentsofforcedorcompulsorylabour SynthomerModern
SlaveryActstatement
GRI 413: Local Communities 2016 413-1Operationswithlocalcommunityengagement,impactassessments,anddevelopmentprograms SustainabilityInsights
GRI 414: Supplier Social Assessment 2016 414-1Newsuppliersthatwerescreenedusingsocialcriteria SynthomerESGDataPack
GRI 415: Public Policy 2016 415-1Politicalcontributions 128
GRI 416: Customer Health andSafety 2016 416-1Assessmentofthehealthandsafetyimpactsofproductandservicecategories 31,SynthomerESGDataPack
GRI 417: Marketing and Labeling 2016 417-1Requirementsforproductandserviceinformationandlabeling 29,SustainabilityInsights
Synthomer plc Annual Report 2025209
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other information
Glossary of terms
AC amortised cost
AGM AnnualGeneralMeeting
AM acrylatemonomers
APMs AlternativePerformanceMeasures
APO amorphouspolyolefins
AS AdhesiveSolutionsdivision
CCS Coatings&ConstructionSolutionsdivision
CDP formerlytheCarbonDisclosureProject
CGU cashgeneratingunit
CH
4
methane
CO
2
carbon dioxide
Code UKCorporateGovernanceCode
CO
2
e carbondioxideequivalent
constant
currency
Reflectscurrentyearresultsforexistingbusinesstranslatedattheprior
year’saverageexchangerates,andincludestheimpactofacquisitions
CSRD CorporateSustainabilityReportingDirective
DE&I diversity,equityandinclusion
DMA doublematerialityassessment
EBITDA EBITDAiscalculatedasoperatingprofitbeforedepreciation,amortisation
andSpecialItems
EMEA Europe,MiddleEast,AfricaandAmericas
EPS earningspershare
ERC ExecutiveRiskCommittee
ESG environmental,socialandgovernance
FRC FinancialReportingCouncil
Free Cash
Flow
Themovementinnetdebtbeforefinancingactivities,foreignexchangeand
thecashimpactofSpecialItems,assetdisposalsandbusinesscombinations
FRS FinancialReportingStandard
FVTOCI fairvaluethroughothercomprehensiveincome
FVTPL fairvaluethroughprofitorloss
GDP GrossDomesticProduct
GHG greenhousegas
GJ gigajoule
GM grossmargin
H&P Health&Protectionbusinessunit
HPPM Health&ProtectionandPerformanceMaterialsdivision
IFRS InternationalFinancialReportingStandards
ISA InternationalStandardsofAuditing
ISCC PLUS InternationalSustainability&CarbonCertificationPLUS
KPIs keyperformanceindicators
ktes kilotonneor1,000tonnes(metric)
M&A mergersandacquisitions
MYR Malaysianringgits
N2O nitrous oxide
NBR nitrile butadiene latex
net debt cashandcashequivalentstogetherwithshort-andlong-termborrowings
n/m notmeaningful
NO
x
nitrogenoxides
NPP newandprotectedproducts
NPV NewProductVitality
OECD OrganisationforEconomicCo-operationandDevelopment
operating
profit
operatingprofitrepresentsprofitfromcontinuingactivitiesbeforefinance
costsandtaxation(sometimesalsoknownasEBITorearningsbefore
interestandtax)
Operating
Cash Flow
OperatingCashFlowisdefinedasTotalGroupEBITDAplus/minusnet
workingcapitalmovementlesscapitalexpenditure
OSHA OccupationalSafetyandHealthAdministration
PPE property,plantandequipment
PSER processsafetyeventrate
PSP PerformanceSharePlan
Synthomer plc Annual Report 2025210
R&D researchanddevelopment
RCF revolvingcreditfacility
RCR recordableinjurycaserate
ROIC ReturnonInvestedCapital,calculatedasunderlyingoperatingprofitafter
taxdividedbyaverageinvestedcapitalatstartandendofyear(comprising
equity,netdebt,post-retirementbenefitobligationsandleaseliabilities)
SBR styrene-butadienerubber
SHE safety,healthandenvironment
SHEMS Safety,HealthandEnvironmentManagementSystem
SVP SpecialityVinylPolymersbusiness
TCFD TaskForceonClimate-relatedFinancialDisclosures
TSR totalshareholderreturn
UKEF UnitedKingdomExportFinance
Underlying
performance
Underlyingperformancerepresentsthestatutoryperformanceofthe
GroupunderIFRS,excludingSpecialItems
VOCs volatileorganiccompounds
Synthomer plc Annual Report 2025211
STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Other information
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Revenue 1,768.1 1,996.6 2,021.2 2,585.1 2,329.5 1,644.2
Underlying performance (a)
EBITDA (b) 14 0.1 149.2 139.1 265.1 522.2 259.4
Operatingprofit (c) 40.7 52.8 33.8 171.2 450.9 189.6
Finance costs (63.9) (60.0) (64.9) (46.2) (30.8) (29.6)
Profitbeforetaxation (23.2) (7.2) (31.1) 125.0 420.1 160.0
Basicearningspershare (f) (37.2)p (2.5)p (35.1)p 152.0p 554.0p 212.9p
Dividendspershare (f) – – – – 221.0p 85.4p
Dividendcover – – – – 2.5 2.5
IFRS
Operatingprofit (c) (56.3) (25.9) 17.7 (26.5) 308.5 58.4
Finance costs (63.9) (61.4) (71.4) (21.1) (24.6) (38.1)
Profitbeforetaxation (120.2) (87.3) (53.7) (47.6) 283.9 20.3
Basicearningspershare (f) (96.0)p (44.4)p (78.5)p (51.2)p 355.8p 5.2p
Dividendspershare (f) – – – – 221.0p 85.4p
Dividendcover – – – – 1.6 0.1
Net debt (d) (575.0) (597.0) (499.7) (1,024.9) (114.2) (462.2)
Capital expenditure (e) 87.7 90.6 84.0 90.8 82.2 53.8
(a) Total of continuing and discontinued operations for the Group.
(b) As defined in the accounting policies at note 2 and reconciled in note 5.
(c) As defined in note 2 to the financial statements on page 147.
(d) As reconciled in note 20.
(e) As disclosed on the consolidated cash flow statement.
(f) Dividends and earnings per share figures for 2022 and prior have been adjusted for the 20 to 1 share consolidation and rights issue adjustment factor of 2.715.
Historical financial summary
Synthomer plc Annual Report 2025212
Advise rs
Registered office
Synthomer plc
Temple Fields
Harlow
Essex
CM20 2BH
Registered number 98381
Company Secretary
Anant Prakash
Joint stockbrokers
JP Morgan Cazenove and Peel Hunt
Registrars
Computershare Investor Services plc
Lochside House
7 Lochside Avenue
Edinburgh Park
Edinburgh
EH12 9DJ
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors London
Printed sustainably in the UK by Pureprint,
acarbon neutral company with FSC
®
Chainofcustody and an ISO 14001-certified
environmental management system recycling
over 100% of all dry waste.
Edited, designed and produced by
FalconWindsor.
falconwindsor.com
Synthomer plc Annual Report 2025213
Synthomer plc
10 Greycoat Place
London
SW1P 1SB
United Kingdom
www.synthomer.com