![]() #### Elementis plc #### Annual Report and Accounts 2025 # Elevate # Elementis ![]() Strategic Report 4 Elementis in brief 5 Leveraging our global footprint 6 Investment case 7 Chair’s statement 10 Chief Executive Officer’s review 14 Strategy 22 Q&A with Luc van Ravenstein, Chief Executive Officer 26 Our business model 32 Business performance overview 35 Market trends and opportunities 38 Key performance indicators 40 Risk management 44 Principal risks and uncertainties 50 Finance report 56 Viability and going concern statement 57 Sustainability 58 Foreword 59 Governance 60 Materiality 61 Sustainability strategy 62 Environment 75 People 84 Responsible business 88 Non-financial and sustainability information statement Corporate Governance 90 Chair’s introduction to governance 92 Board of Directors 96 Division of responsibilities 97 Board in action 98 Key activities in 2025 100 Section 172(1) statement 104 Workforce engagement 106 Board performance review 107 Nomination Committee report 111 Audit Committee report 117 Compliance statement 121 Directors’ Remuneration report 144 Directors’ report 148 Directors’ responsibilities Financial Statements 150 Independent Auditor’s report 158 Consolidated income statement 158 Consolidated statement of comprehensive income 159 Consolidated balance sheet 160 Consolidated statement of changes in equity 161 Consolidated cash flow statement 162 Notes to the consolidated financial statements 202 Company balance sheet 203 Company statement of changes in equity 204 Notes to the company financial statements of Elementis plc 208 Alternative performance measures and unaudited information 210 Five-year record Shareholder Information 212 Notes on ESG reporting methodologies 213 Environmental data 216 Shareholder services 217 Corporate information 218 GRI index 220 SASB index 221 Glossary Awards and recognition EcoVadis Silver – Positions us in the top 15% of companies rated 2025 Coatings Industry Ringier Technology Innovation Award #1 most popular rheological additive supplier worldwide in coatings #1 most popular rheological additive supplier worldwide in adhesives & sealants Constituent member FTSE Women Leaders – Ranked 39 th #### In this report Cover image Powder coating additives, as shown on the front cover, are used in industrial applications and are a key growth market for Elementis. Strategic Report The Strategic Report was approved by the Board of Directors on 4 March 2026 and is signed on its behalf by: Luc van Ravenstein CEO Kath Kearney-Croft CFO 2 Elementis plc Annual Report and Accounts 2025 ![]() Elementis is a global specialty chemicals business which develops high-performance additives that are essential to the function and feel of formulations across personal care and coatings applications. Though our ingredients may be used in small quantities, they deliver outsized impact – enhancing texture, stability and performance, delivering value to our customers and improving people’s lives. Our purpose – Unique chemistry, sustainable solutions Our strength lies in our unique chemistry and deep application expertise, which allows us to tailor solutions that meet the evolving needs of our customers. We are committed to delivering these in a sustainable and responsible way, for the benefit of all our stakeholders. Our values Safety Our way of life Solutions Creating value for our customers Ambition Passion for excellence Respect We do the right thing Team The power of collaboration Our values shape our culture and guide everything we do. Safety is our foundation – an everyday commitment to protecting our people. We pursue excellence with ambition , creating solutions that deliver real value. Respect defines how we engage – with colleagues, customers, communities, and the environment. And teamwork drives our success, turning collaboration into exceptional outcomes. Revenue $597.5m 2024: $603.8m Adjusted operating profit margin 21.2% 2024: 19.7% IFRS profit before tax (“PBT”) $89.9m 2024: $74.3m Total recordable incident rate (“TRIR”) 0.44 2024: 0.21 Scope 1 & 2 emissions (tCO 2 e) change -14.0% 2024: +17.2% Employee engagement 4.04 2024: 3.91 Adjusted PBT $107.5m 2024: $96.7m Adjusted earnings per share (“EPS”) #### 13.7 cents 2024: 12.0 cents Adjusted return on capital employed (“ROCE”) 30% 2024: 29% Financial highlights Non-financial highlights Cautionary statement The Annual Report and Accounts for the financial year ended 31 December 2025, as contained in this document (“Annual Report”), contains information which viewers or readers might consider to be forward-looking statements relating to or in respect of the financial condition, results, operations or businesses of Elementis plc. Any such statements involve risk and uncertainty because they relate to future events and circumstances. There are many factors that could cause actual results or developments to differ materially from those expressed or implied by any such forward-looking statements. Nothing in this Annual Report should be construed as a profit forecast. Unless otherwise stated, comparative financial results, cashflows and ESG metrics have been re-presented in this Annual Report and Accounts following the sale of the Talc business. All financial results and cashflows labelled as “Adjusted” within this Annual Report and Accounts refer to alternative performance measures (“APMs”) on pages 208-209 for explanations and definitions. Read more about how our purpose guides our strategy, culture and values on pages 14-21 and 75-83 3 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Our customers 67% of revenue generated via direct customers 33% of revenue generated via distributors Group revenue 37.6% Personal Care 62.4% Coatings Group adjusted operating profit 50.8% Personal Care 49.2% Coatings Group adjusted operating profit margin 32.4% Personal Care 18.9% Coatings Our products don’t have #### everyday names, but thereis a little bit of Elementis inmany everyday items. We create specialty chemicalsusing our deep expertise in thescience of how materials flow and #### feel (rheology) and in combiningingredients in the right way to makeproducts that perform better, feel nice and last longer (formulationsolutions). This helps us to delivercrucial end-product attributes for #### our customers in the personal care and coatings markets. #### Our marketsWhat we do #### Personal Care We are a leading supplier of natural rheology modifiers and antiperspirant actives. We offer a wide range of products to customers across personal care, home care, industrial cleaning, agriculture and pharma. Our products help make skin creams smoother, antiperspirants work longer, home care products more natural and plant-based cosmetic ingredients more efficient. #### Coatings We supply a broad range of rheology modifiers and other specialty additives to manufacturers of industrial coatings, decorative paints, additives for oil and gas drilling stimulation fluids and adhesives and sealants. Our products help make industrial coatings last longer, decorative paints more stain resistant and sealants apply more evenly. See pages 32-33 for more See page 34 for more #### Elementis in brief For references to APMs, please refer to pages 208-209 for explanations and definitions. 4 Elementis plc Annual Report and Accounts 2025 ![]() Americas Newberry Springs, California The Newberry Springs plant beneficiates hectorite ore and processes it into high-value specialty additives used in Personal Care and Coatings applications. Asia Anji, China The Anji site is part of Elementis’ China manufacturing footprint and supplies global customers. It sits within Elementis’ expanding Asia strategy – particularly around advanced thickener technologies. 43% of Group revenues 6 Manufacturing sites 2 R&D centres 2 Offices 318 Employees #### Americas 34% of Group revenues 2 Manufacturing sites 3 R&D centres 4 Offices 280 Employees #### Europe 23% of Group revenues 4 Manufacturing sites 3 R&D centres 4 Offices 391 Employees #### Asia Europe Livingston, Scotland The Livingston plant manufactures a range of clay and synthetic-based rheolgical modifiers. #### Leveraging our global footprint Manufacturing R&D Centres Hectorite mine With a global footprint spanning four continents, we’ve built the manufacturing resilience and flexibility to operate seamlessly while delivering a true local-for-local model. Through our operations, we supply our products to customers in 94 countries 5 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Elevate Elementis A new strategy and ambitious medium-term targets, launched to accelerate sustainable growth, enhance choice for customers and create a simpler, leaner Elementis. 3 Strategic priorities 4 Medium-term targets Consistent track record We have a proven track record of delivering attractive returns, underpinned by high recurring revenues, disciplined cost control, a strong balance sheet and robust cash generation, enabling ongoing investment and shareholder return optionality. 30% Dividend payout ratio c. $80m returned to shareholders in 2025 Access to high-grade hectorite We own one of the largest known commercial high-grade hectorite mines in the world, giving us a strategic advantage in producing premium, high-performance additives for demanding applications. >50 Years of estimated hectorite reserves life Global scale and market leadership With operations across four continents, we combine global reach with leadership in rheology and formulation technologies to serve diverse customer needs in personal care and coatings. 8 Research and development (“R&D”) centres globally Deep technical expertise and customer intimacy Decades of scientific expertise, a commitment to investing in R&D and close customer collaboration enable us to anticipate trends and deliver tailored, sustainable solutions, while enhancing service and delivery levels to become the first choice for customers. 20% Innovation Revenue medium-term target A responsible and more sustainable business Sustainability is central to how we operate. We are recognised for our environmental and social credentials and are making good progress towards our net zero by 2050 ambition. 59% Revenue from natural or naturally derived products #### Investment case #### We have a compelling investment proposition to deliver attractive shareholder returns. #### We are leaders in rheology and formulation solutions with a proven track record of delivery #### and operating in attractive end markets that have long-term growth potential. Having simplified Elementis and transformed the business into a premium pure-play specialty additives player, there are excellent opportunities to further consolidate our position in existing markets, to enter adjacent markets, and to build on our leading position by investing in organic-led innovation growth, alongside disciplined and #### accretive mergers and acquisitions (“M&A”). 6 Elementis plc Annual Report and Accounts 2025 ![]() I am pleased to report that, in a soft demand environment, the Group has delivered a strong strategic and financial performance. Starting first with our strategic highlights. The divestment of the Talc business in 2025, together with the sale of the Chromium business in 2023, has sharpened our focus and created a specialty chemicals group distinguished by clear core competencies, unique capabilities as well as industry-leading margins. With a focus on personal care and coatings, the Group is well positioned to deliver sustained organic growth and long-term value for shareholders. We welcomed new executive leadership this year with Luc van Ravenstein appointed as Chief Executive Officer (“CEO”) and Kath Kearney-Croft as Chief Financial Officer (“CFO”). In addition, Stijn Dejonkheere, formerly head of our Personal Care business, was promoted to the newly created role of Chief Commercial Officer, assuming responsibility for both our Personal Care and Coatings businesses. Under Luc’s leadership, we launched our new Elevate Elementis strategy and medium-term targets in July 2025 – a bold plan designed to accelerate sustainable growth, enhance customer value, and become a simpler and more agile business. I am confident this strategy will elevate Elementis to the next level and strengthen our position as a leader in specialty chemicals. Our strategic efficiency initiatives made an important contribution to our performance this year. Most notably, the Fit for the Future programme delivered significant streamlining of the Group’s administrative and transactional activities. These functions have now been consolidated in Porto, Portugal, where over 100 new colleagues support this critical work. Alongside this, the consolidation of our manufacturing footprint enabled us to achieve our cost savings target and improve profitability margins despite a subdued demand environment. Furthermore, our strengthened balance sheet and robust cash conversion provide the Group with greater flexibility and optionality to deliver future shareholder returns. Turning to our financial performance. Despite a challenging macroeconomic backdrop and specific weakness in certain end markets, the Group delivered a robust financial performance. While revenue was slightly down at $597.5m, adjusted operating margin was up strongly to 21.2%. This reflects management’s success in driving pricing optimisation, enhancing supply chain resilience, and delivering efficiencies across our back-office operations. In 2025, we returned $79.1m to our shareholders compared to $18.8m in the prior year. This amount included $25.3m in relation to our ordinary dividend payments, as well as $53.8m paid out via our first share buyback programme following the sale of the Talc business. 2025 has been a strong year for Elementis, and I leave knowing that the business is in capable hands and well positioned for the next phase of its growth.” John O’Higgins Chair ### 2025 in review #### Chair’s statement 7 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Positioning the business for long-term success In May 2025, we announced the simultaneous sale and completion of our Talc business to IMI Fabi S.p.A, a global talc manufacturer. This divestment, which followed a strategic review of the business, completed the transformation of Elementis into a pure-play specialty chemicals company. Concurrent with the sale of Talc and in recognition of Elementis’ robust balance sheet and the strong confidence in the streamlined Group’s prospects, the Board announced its intention to return £40.0m ($53.8m) of the net cash proceeds from the transaction to shareholders by way of our first share buyback programme. The programme successfully completed in December and led to the purchase of 24.6m shares. Of this amount, 1.6m shares were held in treasury and made available to meet existing share-based awards requirements during the year. While the focus of our new Elevate Elementis strategy is on organic growth, we will take a disciplined yet opportunistic approach to acquisitions. Specifically, we will seek bolt-on technologies that strengthen our specialty additives portfolio and accelerate sustainable, long-term value creation. Consistent with this approach, we were delighted to announce in November 2025 the acquisition of Alchemy Ingredients Limited (“Alchemy”) – a highly complementary business specialising in sustainable formulation solutions for the personal care rheology market. The acquisition brings exciting new products and technologies to Elementis’ portfolio that will further enhance our expertise in formulation solutions and rheology. Elementis will enable Alchemy to build on its success to date by leveraging its global sales and distribution network alongside its complementary technology and application knowledge. Financial strength and shareholder returns Elementis’ balance sheet has fundamentally transformed over the last few years. Today, our leverage stands at 1.3x, compared to an all-time high of 3.2x in 2020, a level that now reflects the benefit of prudent financial and cost management, as well as the strategic divestments that we have completed during this time. Our strengthened balance sheet combined with our robust three-year cash generation gives us the flexibility to invest for growth, while preserving optionality to return excess cash to our shareholders. We are pleased to announce that the Board has recommended a final dividend for 2025 of 3.0 cents per share (2024: 2.9 cents), resulting in a full-year dividend of 4.3 cents per share, compared to 4.0 cents per share last year. The payout ratio of 31% in 2025 is in line with the Group’s dividend policy that targets a payout ratio of around 30% of adjusted earnings. Moving towards a sustainable future The divestment of our Chromium and Talc businesses has substantially changed our environmental sustainability profile. To put this in perspective, Elementis’ greenhouse gas (“GHG”) emissions intensity (Scope 1 & 2 market-based) in 2019 was 400 tCO 2 e/$m revenue. Following the sale of both businesses, it is currently 94 tCO 2 e/$m, a 77% reduction. Aligned with our purpose, our streamlined portfolio enhances our focus on developing high-performance additives that deliver better, more sustainable outcomes for both the environment and society. By innovating products that support our customers on their own sustainability journeys, we unlock new opportunities for growth and innovation. For example, this year we have launched innovative new biobased products for personal care applications that help meet consumer demand for more naturally-derived content. At the same time, we remain committed to reducing our emissions footprint – designing products that use fewer resources and generate less pollution. In March 2025, we received validation of our science-based target (“SBT”) for GHG emissions reduction from the Science Based Targets initiative (“SBTi”). As part of our initial actions, we have been able to significantly expand our purchase of clean electricity and reduce the intensity of our fossil fuel consumption through targeted capital investments. We remain focused on identifying further emission reduction opportunities in our operations, supply chain and product design. Health and safety is fundamental to our operations and a core value that guides our decisions and shapes our culture. Regrettably, we had four recordable injuries compared to two in the prior year. While none of these resulted in time away from work, we recognise that even one incident is too many. In response, we doubled audit inspections and stop work reporting across our sites to strengthen our focus on prevention and reinforce safe behaviours. These efforts reflect our belief that safety is not only a responsibility, it is essential to how we operate and grow. Elementis employees and culture Our colleagues are our greatest asset. We cannot deliver on our strategic objectives without the talent, commitment and engagement of colleagues across the business. On behalf of the Board, I want to extend my sincere thanks to all our teams for their unwavering dedication during another year of significant change. This included the completion of our two-year Fit for the Future restructuring programme and the implementation of various supply chain efficiency initiatives that were first announced with our November 2023 Capital Markets Day (“CMD”). Following the launch of our Elevate Elementis strategy, we also commenced a broader programme of cost savings and efficiency measures to help create a simpler, leaner Elementis – improving agility and speed of execution to ensure we remain the first choice for our customers. #### Chair’s statement continued #### Our colleagues make our ambitions possible and the Board deeply appreciates their unwavering dedication.” 8 Elementis plc Annual Report and Accounts 2025 ![]() The Board is committed to a high level of employee engagement. Meeting colleagues across our locations is always a privilege, and our biannual engagement survey helps us to provide timely support and training. This year, we achieved an overall improvement in our engagement score – a fantastic result that reflects the strength of our culture and the commitment of our people. You can read more about the results of our Gallup employee survey on page 82. Management and Board evolution In April 2025, we appointed Luc van Ravenstein as our new CEO following Paul Waterman’s retirement. Luc is a well-respected leader with a strong track record of delivery having successfully led the growth and improved the operational and financial performance of both our Coatings and Personal Care businesses over the last 14 years. In September 2025, we announced that Ralph Hewins was stepping down as CFO, with Kath Kearney-Croft appointed as his successor effective 1 January 2026. During his nine years at Elementis, Ralph has helped to build strong, modern, global Finance and IT functions and played a critical role in deleveraging the business through the sale of the Talc and Chromium businesses and improving the operating margins of the Group. Ralph leaves Elementis with our best wishes. Kath joined Elementis from Learning Technologies Group plc, a global provider of learning and talent solutions, following its acquisition by General Atlantic earlier in 2025. She previously served as CFO of Learning Technologies Group plc since 2021 and brings over 20 years of experience in senior finance roles across the UK and US, including positions at SIG plc, Vitec plc, Rexam PLC and BOC Group plc. Kath’s extensive expertise across diverse industries will be a valuable asset as we execute our plans for sustainable long-term growth. The smooth transition to our new executive team was enabled in no small part by the outstanding contributions during the year of our departing CEO and CFO, Paul Waterman and Ralph Hewins respectively. I would like to thank them both for their leadership and dedication during this pivotal period. With the successful completion of our key portfolio restructuring priorities and the leadership transition, I announced in October 2025 my intention to stand down as Chair at the 2026 Annual General Meeting (“AGM”). It has been an honour to serve in this role, and I am confident the Group is well positioned for a new chapter of growth. An update on Chair succession will follow in due course. In recognition of the need to transition to a Board that is more reflective of the reduced size of the business, we also announced in October 2025 that Heejae Chae would step down as Non-Executive Director (“NED”) at the end of 2025. In addition, we announced in February 2026 that having reached the ninth anniversary of her initial appointment to the Board as a NED, Dorothee Deuring retired from the Board. I would like to thank them both for their contribution to the Board during their tenures. I am very grateful to all my fellow Board members – past and present – for their dedication and their contribution to Elementis’ transformation. Looking ahead The Group has delivered another year of strong progress and, while the macroeconomic and geopolitical environment remains uncertain, Elementis today is stronger, more focused, and better positioned than ever before. Our adjusted operating margin has increased from 15.0% to 21.2% in the past five years, and the balance sheet is strong and conservatively managed. We have a clear strategy, a talented leadership team, and a culture built on our values of Safety, Solutions, Ambition, Respect and Team. The future for Elementis is bright, and I leave confident that the Company will continue to thrive and deliver exceptional value to all stakeholders. John O’Higgins Chair Statement on section 172 of the Companies Act 2006 Section 172 of the Companies Act 2006 requires the Directors to promote the success of the Company for the benefit of the members as a whole, having regard to the interests of stakeholders in their decision-making. The Company’s section 172 statement is set out on pages 100-103 and is incorporated into this Strategic Report by reference. East Windsor, US 9 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() I am delighted to present my first Annual Report and Accounts for Elementis. It is a privilege to lead such a fantastic company and the talented colleagues who make it so special. This has been a transformational year at Elementis, and I am proud of all that we have accomplished together. Having spent 14 years with Elementis leading both our Personal Care and Coatings segments, I know the business, our customers and our colleagues intimately. When I stepped into the role in April, I had a clear vision for where we can take this business. My first priority was completing the sale of Talc – a milestone we reached in May. This successful transaction delivered a clean exit, returned value to our shareholders, and repositioned Elementis as a pure-play specialty chemicals company. It also accelerated the delivery of our 2026 financial targets, set out at our 2023 Capital Markets Day (“CMD”), by a full year – an outstanding achievement. With this foundation in place, I was pleased to launch our new Elevate Elementis strategy and medium-term targets in July 2025 (see below and pages 14-21 for further details). Our three priorities – accelerating sustainable growth, being first choice for customers, and becoming a simpler, leaner Elementis – are firmly embedded across the business and we have already made encouraging progress across all three areas, but there is much more to do. I am truly excited about the journey ahead and look forward to keeping you updated as we elevate Elementis to the next level. Navigating a challenging operating environment 2025 was another challenging year for global economies, with persistent geopolitical uncertainty, US tariff volatility, higher inflation and trade fragmentation all impacting consumer and business sentiment. Within the wider European Chemicals sector, 2025 was another difficult year and we continued to see the diversified companies under pressure from Chinese oversupply and a sluggish global demand environment. The truly specialty chemicals businesses performed better though, delivering a positive performance overall. Results in line with expectations Overall Group revenue was slightly down at $597.5m, compared to $603.8m in the prior year. We achieved strong growth in adjusted operating profit and margin of $126.7m (2024: $119.2m) and 21.2% (2024: 19.7%) respectively. This, in combination with lower net finance costs in the year, meant we were able to generate adjusted profit before tax (“PBT”) of $107.5m, up 11.2% from last year, and our adjusted earnings per share (“EPS”) was up 1.7 cents to 13.7 cents (2024: 12.0 cents). This is an outstanding performance in the context of the challenging operating environment I outlined earlier, and a testament to the premium specialty nature of our business. After adjusting for the loss on the sale of the Talc business of $110.5m in H1 2025, the statutory loss for the year was $45.5m. #### Chief Executive Officer’s review #### We are seeing the positive impacts of our new strategy, and look forward to another year of delivering value #### for all our stakeholders.” Luc van Ravenstein Chief Executive Officer ### Elevating ### Elementis 10 Elementis plc Annual Report and Accounts 2025 ![]() In relation to our divisional performance, Personal Care represents 37.6% of Group revenues and 50.8% of Group adjusted operating profit. Revenues increased 3.3% to $224.5m (2024: $217.4m), with higher volumes and pricing helping to offset negative mix impacts in the year. Revenue was higher across all regions despite the impact of tariffs, driven by our positive pricing and proactive supply chain management actions, which enabled us to manage our raw materials cost exposure, while keeping production levels optimised. These, in combination with our self-help actions and cost savings, including the closure of the Middletown AP Actives plant last year, helped us to deliver higher adjusted operating profit and margin of $72.8m (2024: $61.6m) and 32.4% (2024: 28.3%) respectively. In Coatings, which represents 62.4% of Group revenue and 49.2% of Group adjusted operating profit, revenues fell by 3.5% to $373.0m (2024: $386.4m). The decline, which was in line with management’s expectations and the weak global demand environment for Coatings, resulted in lower volumes across all regions. Offsetting these, we were pleased to have realised positive pricing across all regions, and our Energy business continued to perform strongly despite the low oil price environment. As a result of the lower revenues, adjusted operating profits were lower at $70.4m (2024: $78.4m) and margins were resilient at 18.9% (2024: 20.3%) respectively. Elevating Elementis A key step in the transformation of the Company was the sale of the Talc business, which we completed in May. In July we launched our new growth strategy, Elevate Elementis, designed to build on our strong foundations and take the business to the next level. We have identified three clear priorities for the medium term. These will propel our performance, drive higher growth and generate material free cash flow that will create optionality for reinvestment and additional shareholder returns. Accelerate sustainable growth We will unlock our growth potential by utilising our premium hectorite asset as well as our leading capabilities in rheology and formulation solutions. Together, we call these our winning differentiators (please see pages 16-19 for further details). As recognised experts in rheology, we have deep technical knowledge and a reputation for long-standing innovation in personal care and coatings applications. Our aim in rheology, which makes up approximately 60% of Group revenue, is to build on our existing share of the $4bn personal care and coatings market, as well as to enter new and adjacent markets with an addressable size of $4bn. To accelerate growth across our portfolio, we will be using three key levers: We are increasing our investment in innovation, with research and development (“R&D”) spend increasing from 2% to 3% of Group revenue. In addition, having achieved a 200 bps improvement in our Innovation Revenue to 16.4%, our target is to grow this to 20% over the medium term. Our approach to innovation will be multi-faceted. A key focus, however, will be to increase the penetration of hectorite in our product portfolio through focused innovation and the development of new use cases, such as in agro chemicals, fire retardants, and household and industrial cleaning products. Over the medium term, we expect double- digit growth in revenue from hectorite- based products We will enhance customer intimacy by leveraging our global footprint and expanding direct account coverage to enable us to move up the innovation curve and deliver more impactful higher-margin products. We will also establish new warehouses and technical support labs in Southeast Asia and India To complement our organic-led innovation growth, we will selectively pursue bolt-on M&A opportunities that complement our portfolio and capabilities, such as the acquisition of Alchemy in November 2025, while maintaining balance sheet strength and financial discipline #### Our new strategy will unlock the full potential of Elementis and elevate us to the next level.” 11 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Chief Executive Officer’s review continued First choice for customers Having spent years in sales, I know firsthand that being top of mind – and the first choice for customers – is not just desirable; it is essential. It demands focus, consistency, and commitment from every colleague across the business. Each of us has a role to play in making Elementis the partner of choice for our customers. We have identified three focus areas to help achieve this priority. On-Time, In-Full (“OTIF”) improvement – This is a key performance metric that measures how reliably a supplier delivers products to customers. A higher OTIF is indicative of a more reliable supplier and leads to greater customer satisfaction. Our OTIF levels between 2020 and the first quarter of 2025 fell below historic levels and we see a 20% upside opportunity to reach industry best in class. Thanks to our proactive measures, we are already seeing encouraging signs of progress in our OTIF performance, which has risen from 76% last year to 83% by the end of 2025 Leveraging our footprint to increase output – For us, this means maximising our operational efficiency through several parallel measures, including debottlenecking at critical plants, first and foremost at our St. Louis plant, implementing preventive and predictive maintenance strategies across all our operations, improving batch efficiency through process optimisation, and using digital tools such as real-time monitoring and analytics to help identify efficiencies and optimise production Customer-first mindset – We are investing in our colleagues to nurture a culture that embraces a customer-first, growth-driven mindset, where every employee, regardless of their role, understands how they contribute to our long-term success Simpler, leaner Elementis To deliver our growth agenda, it is imperative that we become a simpler, leaner business. The successful completion of our $30m in aggregate cost savings programme over the last two years, via our Fit for the Future restructuring and supply chain improvement programmes, has created a strong foundation by which we can help shape Elementis to become more agile and dynamic. While we will continuously look to optimise our cost base, for example through the additional $10m in net savings announced in July (of this amount, $6m was delivered in 2025 and the remainder will be delivered in 2026), our focus is on building the right mindset to succeed: reducing complexity, improving responsiveness, and accelerating execution. These principles are embedded in how we work, and it is encouraging to see their impact cascading across the organisation. New medium-term targets Our new medium-term ambitions, which are aligned with these priorities, are as follows: Mid-single digit revenue growth through the cycle Adjusted operating profit margin 23%+ Three-year operating cash conversion >90% Return on capital employed (excluding goodwill) >30% Acquisition of Alchemy In November 2025, we announced the acquisition of UK-based Alchemy for an enterprise value of $22m on a cash-free, debt-free basis. Alchemy develops innovative, high-quality, sustainable rheology modifiers for the personal care industry. Its products are natural functional ingredients that fully or partially replace synthetic raw materials in cosmetic formulations. Alchemy’s key technologies revolve predominantly around oil gelling (with the Sucragel ® and Sapogel ® families of products) and water gelling (Clearthix ® and Sclerothix ® ). Alchemy brings exciting new products and technologies that are complementary to our portfolio, further enhancing our expertise in formulation solutions and rheology, and which are highly synergistic with our hectorite products. These will help to create new sensory profiles and textures to enhance the Group’s Cosmetics and Skin Care product range. Elementis will enable Alchemy to build on its success by leveraging its global sales and distribution network alongside its complementary technology and application knowledge. Strategic sale of pharmaceutical manufacturing business On 3 March 2026, we reached an agreement to sell our pharmaceutical manufacturing business, which makes antacids and excipients to Associated British Foods (“ABF”), for an enterprise value of c. €34m (equivalent to c. $40m). For the year ended 31 December 2025, the business contributed c. $35m to Group revenue. The transaction is subject to customary closing conditions and regulatory approvals and is expected to complete in Q2 2026. The strategic divestment is in line with our strategic priorities and focus on the Personal Care and Coatings markets. The transaction will lower the Group’s capital intensity and is expected to lead to an uplift to our Personal Care and Group adjusted operating margins. Following closing, we expect to return the net cash proceeds to shareholders. Innovating sustainably at the core of our strategy At Elementis, innovation and sustainability go hand in hand. Our sustainability priorities cover three areas: the environment, people and responsible business. All three components are critical to the delivery of our strategy. Starting with the environment, our recently validated science-based target (“SBT”) for greenhouse gas (“GHG”) reductions from the Science Based Targets initiative (“SBTi”) in March 2025 was a major milestone, and we made good progress in our first year. The expansion of low-carbon electricity across all our US manufacturing sites, the installation of rooftop solar panels in Anji, China, and energy efficiency initiatives such as the upgrading of heat exchangers in Livingston, UK, and in Anji, China, are all evidence of this. #### We will augment organic growth with targeted bolt-on acquisitions that are in our sweet spot.” 12 Elementis plc Annual Report and Accounts 2025 ![]() Looking further ahead, we are working closely with our customers to reduce our collective environmental impacts and take advantage of sustainability-driven changes in the wider economy to move towards a more circular economy and our Net Zero by 2050 ambitions. Whether we are reformulating legacy products or developing new products, our aim is to increase the percentage of revenue from products that contain at least 50% of natural or naturally-derived content to above 60% by 2027. Examples of such innovation include our RHEOLATE ® biobased Non-ionic Synthetic Associative Thickener (“NiSAT”) additives, which are used in premium decorative paints, and which have over 90% biobased content and more effective rheological properties than our previous-generation petrochemical-based NiSATs. In Personal Care, in our AP Active business, we launched DEOLUXE™ SC. This is a biodegradable antiperspirant and deodorant active. This new product addresses a key challenge in non-metal-based high-performance sweat control, featuring strong and clinically proven sweat reduction. We also launched NATURALUXE TM MFF as a biodegradable film former and emollient for sunscreens. It is a biobased polymer that has good film-forming properties, good UV filter compatibility, and improved water resistance. These help with more uniform coverage, build consumer trust in the sunscreen’s durability on the skin, and apply to all types of sunscreen applications. Turning to People. Our employees play a pivotal role in bringing our purpose to life – delivering unique chemistry and sustainable solutions. We measure the satisfaction levels of our employees using the Gallup survey. I am pleased to share that, despite a period of significant change in the organisation, we improved on our mean score by 0.13 to 4.04 out of 5.00. Our goal is to continuously improve year on year, with clear engagement goals set annually. We are currently at the 62nd percentile globally and remain committed to making meaningful progress, recognising that long-term improvement depends on sustained focus, collective effort and collaboration . In January 2026, we were pleased to have been awarded Bronze in the Chemicals sector at Britain’s Most Admired Companies awards, the UK’s longest-running independent peer-review study of corporate reputation, run by Echo Research in partnership with the London Stock Exchange. On Safety, we are committed to becoming a zero-injury business and we continue to invest in building a strong, proactive safety culture. This includes strengthening competencies, embedding risk-based decision-making, and implementing global Health, Safety and Environment (“HSE”) and process safety standards across our operations. This year, I am pleased to report that we have achieved our first zero lost time accident year since 2019 – a significant milestone and a positive reflection of the efforts across our teams. Regrettably though, we had four recordable injuries during the year, compared with two last year. While these were all non-serious in nature, our commitment is clear: no incident is acceptable. In response, we significantly increased our audits, inspections, and stop-work reporting, more than doubling these activities across our sites. This strengthened safe behaviours, enhanced accident-prevention practices, and enabled us to identify improvement opportunities through a more risk-based approach. On Diversity, Equity and Inclusion (“DE&I”), we continue to make good progress. Of note, I am pleased to share that we maintained the number of female colleagues in senior positions at 42% and our ethnic diversity in the US was also unchanged at 29%. Finally, on being a Responsible Business, we are continuing to invest in key areas such as cyber security, ethics training and responsible sourcing. Outlook While the demand environment for coatings remains soft and the geopolitical backdrop remains uncertain, our repositioning as a pure-play specialty chemicals business and operational momentum give us confidence as we enter 2026 and deliver another year of progress. Our priorities for the year ahead are to: Accelerate the pace and quality of innovation, with a focus towards sustainable products, to strengthen our leadership positions in rheology and formulation solutions Expand direct customer account coverage to deepen relationships and deliver superior service Drive greater simplicity and efficiency across our operations to enhance agility Advance our sustainability agenda by designing more sustainable products, reducing GHG emissions and energy intensity while maintaining a strong safety work ethic Deliver attractive returns to shareholders by effectively balancing our capital allocation priorities to generate maximum value Luc van Ravenstein Chief Executive Officer #### Reaching our first zero lost time accidents since 2019 matters, yet our work to improve continues.” 13 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Strategy #### A clear strategy to drive the next phase of growth. # Elevate # Elementis 14 Elementis plc Annual Report and Accounts 2025 ![]() #### We are recognised as a leader in rheology and in formulation solutions. #### We also own one of the largest commercial high-grade hectorite mines in the world, whose premium rheological #### qualities in combination with our formulation expertise leads to superior performance across a wide #### range of industrial sectors. #### Together, these are our winning differentiators. Our unique product portfolio enables us to deliver sustainable solutions and demonstrate our commitment to responsible business. Our long‑standing global customer relationships and broad manufacturing footprint provide the flexibility and resilience that underpin our performance. With healthy margins and strong cash generation, we are well positioned to seize new opportunities. Following the Talc divestment in May 2025, we accelerated the delivery of our 2023 CMD targets – achieving adjusted operating profit of 19%+, three‑year cash conversion above 90%, and return on capital employed (“ROCE”) (excluding goodwill) above 20% by 2026. With the transformation of the Company into a premium specialty chemicals player complete, in July 2025 we announced our new strategy to ‘Elevate Elementis’ that builds on our strengths to deliver significant value creation potential for all stakeholders, while addressing challenges that have held back our performance. First, we have an opportunity to accelerate top‑line growth without the distractions of the Talc business. Second, we need to enhance our service delivery and reliability levels to win new business faster. And, finally, we must simplify and streamline the way we work, to increase our operational efficiency and agility. From our position of strength and recognising these challenges, our ‘Elevate Elementis’ strategy is underpinned by three priorities that will drive consistent growth and attractive returns for shareholders. #### Elevate Elementis Three strategic priorities: #### Accelerate #### Sustainable Growth #### First Choice for Customers #### Simpler, Leaner #### Elementis Adjusted operating margin 21.2% 2024: 19.7% Operating cash conversion 83% 2024: 103% ROCE (excluding goodwill) 30% 2024: 29% 15 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Accelerate #### Sustainable #### Growth We are focused on delivering sustainable growth by leveraging our core strengths in hectorite, rheology, #### and formulation solutions. For us this means more than delivering long-term financial returns – it’s about doing so responsibly, with a clear commitment to our Environmental, #### Social and Governance #### (“ESG”) ambitions, including achieving net zero by 2050, being a trusted partner of choice for our customers #### and being a great place to work for our colleagues. #### Hectorite What is hectorite? Hectorite is a high‑purity clay mineral rich in magnesium and lithium, known for its ability to control viscosity, stabilise formulations, and deliver smooth, consistent textures. How it is formed It forms when volcanic ash reacts with lithium‑rich water underground – a rare natural process that makes hectorite one of the few clays with lithium content, which gives hectorite its superior rheological properties. What makes it different to other clays Unlike conventional clays, hectorite is naturally functional. Its particle shape, consistency, and stability – especially in water‑based systems – make it ideal for clean‑label, high‑performance formulations. Unlocking its full potential While hectorite itself has special rheological properties, its real value comes from how it is modified and activated for use in formulations, which is where our expertise comes in. This process enhances its performance and enables tailored natural solutions to be made across a range of applications. We currently use hectorite‑ based blends across our portfolio of products including skin care, colour cosmetics, paints, adhesives and sealants, oil and gas drilling stimulation fluids, pesticides and in antiperspirant active suspension. Key benefits Thickening and stabilisation: Forms stable gels and suspensions Shear-thinning: Enables smooth, controlled flow Electrochemical stability: Performs well in ionic systems In relation to hectorite, we aim to build on our track record and are targeting double-digit revenue growth over the medium‑term. We will do this by: Increasing market penetration in Personal Care and Coatings by addressing key formulation challenges such as replacing undesired synthetic products Moving forward in the value chain, for example by creating pre‑formulated blends that give our customers more formulation flexibility and attract a higher margin Entering new and adjacent markets such as fire retardants and construction as well as in polyfluroalkyl substances (“PFAS”) (forever chemicals) removal in waste water Reserves life #### >50 years Share of Group revenue c. 30% #### Strategy continued 16 Elementis plc Annual Report and Accounts 2025 ![]() #### Accelerate #### Sustainable Growth continued #### Rheology Understanding rheology Rheology is the study of how materials flow and deform under stress. It helps formulators understand and control the viscosity, texture, and stability of liquids, gels, and semi‑solids – critical for product performance across several industries. Why rheology matters Rheology determines how a product behaves during manufacturing, storage, and application. It affects everything from spreadability in cosmetics to sag resistance in paints, making it essential for quality, efficiency, and user experience. Types of rheology Shear-thinning: Viscosity (or thickness) decreases with applied force (e.g. lotions, paints) Shear-thickening: Viscosity (or thickness) increases with force (e.g. protective coatings) Thixotropic: Time‑dependent viscosity (or thickness) recovery after force (e.g. gels) Viscoelastic: Materials that exhibit both fluid and solid characteristics Global market split of rheology by technology Organic rheology modifiers (c. 75% of global rheology market): – Derived from natural or synthetic polymers – Widely used in paints, coatings, cosmetics, personal care and food – Favoured for their environmental compatibility and performance in water‑based systems Inorganic rheology modifiers (c. 25% of global rheology market): – Mineral‑based (e.g. clays, silicas) – Common in personal care, drilling fluids, construction materials and lubricants – Known for thickness, suspension, and thermal stability Global market split of rheology by sector Other new and adjacent rheology markets e.g. agro Chemicals, plastics, HI&I Current rheology market for Personal Care and Coatings $4bn $4bn $8bn Global rheology market growth potential Forecast Growth (2024-2033): Compound annual growth rate of 3.3% The rheology modifier market is undergoing significant transformation due to technological innovation, sustainability focus and increasing application versatility. Growth is driven by rising demand in paints and coatings, personal care, pharmaceuticals, and oil and gas, with increasing preference for biobased and water‑based formulations. We are recognised as a global expert in rheology, particularly in clay‑based rheology modification and organic thickeners. We have deep technical knowledge and have a reputation for long‑standing innovation in personal care and coatings applications. Our aim in rheology, which makes approximately 60% of Group revenue, is to build on our existing share of the $4bn personal care and coatings market, as well as to enter new and adjacent markets with an addressable size of $4bn. We will do this by: Increasing the penetration of hectorite in our innovation pipeline across our portfolio of applications and determining new use cases such as in adhesives and sealants Leveraging our global footprint that includes 12 manufacturing plants and 8 R&D labs across four continents. This gives us customer intimacy and ability to deliver innovative products that resonate with their end consumers. Our footprint also helps us to optimise the flow of raw materials and finished goods, to help lower our costs and manage the financial impact of changes to the tariff environment Building on our leadership position in rheology through selective bolt‑ons, such as the acquisition of Alchemy, that are aligned with our financial and sustainability objectives and which we have the ability to scale up using our existing infrastructure and capabilities 17 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Accelerate #### Sustainable Growth continued #### Formulation solutions What it means Formulation solutions refers to the expertise and technologies used to help customers create high‑performing, stable, and efficient products. For a specialty additives business such as Elementis, this means going beyond selling ingredients – it’s about partnering with customers to solve formulation challenges and optimise product performance. The role of additives in a customer’s formulation Additives are a small but critical part of any formulation. They control key properties such as viscosity, texture, stability and sensory feel, often determining whether a product performs as intended. Without the right additive, even the best formulations can fail. Why rheology expertise matters Rheology is central to formulation success. Elementis stands out for its deep rheological expertise, especially in personal care and coatings, enabling it to tailor solutions that meet complex performance needs and evolving consumer expectations. Market size and growth potential The global formulation additives market is projected to grow from $11bn in 2024 to $16bn by 2032, driven by demand in personal care and coatings. Growth is fuelled by trends in clean‑label, biobased, and customised formulations. Our competitive edge Elementis is uniquely positioned to grow its share of the formulation solutions market with: Proven leadership in rheology and formulation solutions Exclusive access to high‑grade hectorite, a naturally functional organoclay A growing portfolio of natural and multi‑functional additives Routes to market Approximately two‑thirds of our Group revenue is generated directly with our B2B customers, with the balance through our broad distribution network. Selling directly to customers allows for closer collaboration, faster innovation, and higher margins. It strengthens customer intimacy and enables tailored solutions that distributors may not be equipped to deliver. Distributors help to expand our reach, especially to independent customers such as fast‑growth Indie brands, and in markets where we don’t have a physical presence. In addition, distributors can offer technical support, regulatory expertise, and logistics capabilities. Growth strategy for Elementis To enable growth across our formulation portfolio, we will be using three key levers: We are increasing our investment in innovation, with R&D spend rising from ~2% to ~3% of revenue , and a target to grow innovation-related revenue to 20% over the medium term We are also enhancing customer intimacy by expanding direct account coverage and establishing new warehouses and technical support labs in Southeast Asia and India To complement our organic‑led innovation growth, we will selectively pursue bolt-on M&A opportunities that complement our portfolio and capabilities, while maintaining balance sheet strength and financial discipline Over time, we expect an increasing proportion of our product portfolio mix to be derived from natural or naturally‑derived ingredients. Innovation Revenue 16.4% 2024: 14.4% Innovation sales (medium term) 20% 16.4% Today Medium-term #### Strategy continued 18 Elementis plc Annual Report and Accounts 2025 ![]() CASE STUDY Formulation in action Our continued focus on innovation and collaboration led to a successful partnership with a global skin care leader, to develop a high‑performance sunscreen that combines strong sun protection with a luxurious, non‑greasy feel. At the heart of this achievement was BENTONE HYDROCLAY™ 2101. Solving a known challenge with proven performance Creating a sunscreen that delivers both high sun protection factor efficacy and a premium sensory experience is a well‑known formulation challenge in skin care. The high concentration of UV filters required for effective protection often results in formulations that are thick or sticky, or that leave a white cast, compromising consumer comfort and satisfaction. BENTONE HYDROCLAY™ 2101, a natural rheology modifier aligned with our customer’s sustainability standards, proved to be a game changer. It transformed the texture and spreadability of the formulation and delivered a skin feel unmatched by any other natural raw material the customer had previously tested. A milestone for Elementis The project marked a major milestone for Elementis: being the first time our raw material has been included in our customer’s product outside of the deodorant category. Hectorite is even labelled clearly at the back of the bottle providing industry‑wide visibility. Cross-functional collaboration driving customer success The success of this project was driven by strong cross‑functional collaboration. Our Sales team identified the opportunity, our Technical Service team provided deep product expertise and addressed highly specific formulation questions, and our Product Stewardship team ensured that safety and compliance requirements were met. #### Accelerate #### Sustainable Growth continued 19 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### First Choice for Customers #### We are committed to becoming the first choice for customers by delivering best-in-class service and reliability #### on a sustainable basis. #### We have identified three focus areas to help us achieve this priority. On-Time, In-Full improvement OTIF is a key performance metric that measures how reliably we deliver products to customers. It covers two aspects: i) On‑Time means the delivery arrives when the customer expects it and ii) In‑Full means the delivery includes everything the customer is expecting from their order Customers rely on timely and complete deliveries to keep their operations running smoothly. A higher OTIF is therefore indicative of a more reliable supplier and leads to greater customer satisfaction Our OTIF levels have fallen c. 20% below industry best‑in‑class levels over the last few years due to several issues including bottlenecking at critical plants, first and foremost at St. Louis (US). To help address this, a Group‑wide programme is being rolled out to help improve OTIF performance across all our sites. This includes ensuring we have the right people and expertise to run our operations and that we incorporate best practice learnings from our other manufacturing sites such as Livingston (UK) Through our proactive measures, we are already seeing encouraging signs of improvement in our OTIF performance, which has risen from 76% last year to 83% by the end of 2025 Leveraging our footprint to increase output Starting with our US plant at St. Louis, we have identified opportunities to reduce downtime and increase output, both critical to improving customer satisfaction levels We are implementing preventive and predictive maintenance strategies that keep equipment running reliably and reduce backlogs We are aiming to improve batch efficiency through process optimisation and formulation refinement that can increase throughput without requiring additional capital investment We are looking at ways to use digital tools such as real‑time monitoring and analytics to help identify inefficiencies, while AI‑driven simulations can help optimise production scenarios. Equally important is aligning commercial and operational teams to ensure that the product mix matches plant capabilities and market demand, prioritising high‑margin or high‑demand products Since H1 25, we have achieved a 20% improvement in the manufacturing reliability at St. Louis; a great result but there is much more to do Customer first Putting the customer first is essential to us building a successful and resilient business. This is why we are investing in our colleagues to nurture a culture that embraces a customer‑first mindset, where every employee – regardless of their role – understands how they contribute to our long‑term success CASE STUDY High-Value, Customer-Led Innovation BENTONE® LUXE XO, our 99% naturally derived emulsifying gel, continues to drive strong demand by its ability to simplify complex formulation needs and enable high performance products. By helping brands achieve better texture, stability, and sensorial quality in a single, sustainable ingredient, it reinforces Elementis’ position as a partner of choice for customers seeking value‑adding solutions. Enhancing service levels O TIF +20% Industry best-in-class Today Output gain Improve capacity utilisation at key site S t. Louis opportunity +30% Debottlenecked Today #### Strategy continued 20 Elementis plc Annual Report and Accounts 2025 ![]() #### Simpler, Leaner #### Elementis #### We are focused on building a simpler, leaner Elementis. #### To us this means driving greater agility, faster execution, and improved responsiveness, positioning #### Elementis to scale efficiently and deliver enhanced value to our customers. As part of our simplification programme, having successfully delivered $30m in aggregate savings in 2024 and 2025 from the completion of our Fit for the Future restructuring programme and supply chain improvements, we announced a further $10m in additional savings by 2026, net of increased R&D investment. These savings will be achieved through reduced overheads, and improvements in supply chain and procurement processes. By the end of 2025, we successfully delivered $6m of this through overhead and central cost savings and are on track to deliver the remainder this year. #### Medium-Term Ambitions Aligned with these priorities, our medium-term financial ambitions are: Adjusted operating profit margin 23%+ Three-year operating cash conversion >90% ROCE (excluding goodwill) >30% #### Mid-single digit revenue growth through the cycle Through disciplined execution, we will create lasting value for customers, employees, #### and shareholders – elevating Elementis to the next level. #### As we become a leaner organisation, our strength doesn’t just hold, it grows. #### With sharper focus, greater agility, and clearer priorities, we accelerate our impact and reinforce what matters #### most: being the partner our customers choose above all others.” Valerio Cittadini Director Coatings EMEIA Elevate Elementis Three strategic priorities: Accelerate Sustainable Growth First Choice for Customers Simpler, Leaner Elementis 12 Manufacturing sites 8 R&D centres 21 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Q: Looking back on your first year leading Elementis, which moments have stood out for you? A: It’s been an incredible year. Leading Elementis is a privilege, and I’m grateful for the trust the Board has placed in me. There have been many highlights, but two moments really stand out: completing the sale of the Talc business and launching our Elevate Elementis strategy. Those weren’t just milestones – they were defining moments that set the stage for what this company can achieve in the future. They show the potential we have when we focus and move forward together. Q: In what way is the new ‘Elevate Elementis’ strategy distinct from the business’ previous approach? A: Our new strategy builds on our strong foundations and the substantial progress we have made over the last few years. The clearest evidence of this being the early delivery of our 2026 financial targets which we set out in November 2023, accelerated by the sale of the Talc business in May 2025. While these accomplishments contributed to a re-rating of our stock, we acknowledge that our performance has been held back due to slower top-line growth, underinvestment in R&D, the distractions of managing and subsequently divesting the Talc business, and operational challenges at our manufacturing plant at St. Louis, US, that have affected service levels. Recognising these realities from a position of strength, we launched ‘Elevate Elementis’ – a strategy focused on three clear priorities designed to drive consistent growth, both top and bottom line, and deliver superior returns for our shareholders. It means focusing relentlessly on what makes us distinctive – our hectorite, our rheology and formulation expertise; moving faster and acting with greater agility; elevating customer service; and building a workplace where people are proud to belong. #### Q&A with Luc van Ravenstein, Chief Executive Officer #### Leading Elementis is a privilege and I’m inspired to move forward together with our people and customers.” Luc van Ravenstein Chief Executive Officer Q&A East Windsor, US 22 Elementis plc Annual Report and Accounts 2025 ![]() Q: There’s been a lot of excitement recently around hectorite and its potential, although it’s been part of Elementis for several years. What makes this asset so special and why is this now getting so much attention? A: Hectorite is a naturally occurring clay mineral that formed through geological processes over millions of years. It forms when volcanic ash reacts with lithium-rich water underground – an exceptional natural process that makes hectorite one of the few clays with lithium content, which gives hectorite its special rheological properties. Hectorite has been a principal driver of our Personal Care business for several years. As we’ve developed our understanding of hectorite and its rheological capabilities, we’ve also discovered new applications to which its chemistry can be applied, such as in water-based systems, where it provides thickening, suspension and stability to lotions and creams, and in oil-based systems delivering viscosity control, anti-settling, and thixotropy for products such as lubricants and cosmetics. Our hectorite-based portfolio has grown strongly over the last few years and we expect to deliver double-digit revenue growth over the medium term. Q: Are you able to share how the success of the ‘Elevate Elementis’ strategy will be measured? A: We will measure the success of our strategy through clear medium-term targets: delivering mid-single-digit revenue growth through the cycle, achieving an adjusted operating margin of 23% or more, maintaining three-year operating cash conversion above 90%, and generating a ROCE (excluding goodwill) of over 30%. These financial ambitions are underpinned by a series of parallel initiatives that will accelerate sustainable growth and create significant shareholder optionality. Q: Elementis has a leading position in the rheology and formulation solutions markets. How will you defend that position from new market entrants? A: Our leadership position in rheology and formulation solutions is built on deep technical expertise, and decades of innovation and long-standing customer relationships, that few can replicate. We also own one of the largest known commercial high-grade hectorite mines in the world, a premium rheology modifier. To strengthen this position, we’re focused on three things: first, accelerating the pace and quality of sustainable-led innovation through both organic growth and targeted bolt-on acquisitions in existing and new markets; second, leveraging our global footprint to develop more direct customer intimacy that will enable us to deliver differentiated value-add solutions faster; and third, continuously improving service reliability and operational agility. These actions ensure we not only protect our position but extend it in ways that create lasting value for customers and shareholders. Q: It’s been a difficult market for Chemicals for several years, what makes you confident that you can deliver on your ambitious growth plans and targets? A: While some of the end markets we serve – such as coatings – continue to experience slower demand, our position as a specialty chemicals business gives us a unique advantage. Our ingredients typically represent a small proportion of a customer’s formulation, which means we can create significant value without being constrained by overall volume trends. Even in a weak volume environment in 2025, we delivered price increases across our product range, underscoring the value we bring. In combination with our global manufacturing footprint and lean operating model, we are well positioned to innovate faster and deepen customer intimacy. We’re focused on creating differentiated and sustainable solutions – whether that’s expanding hectorite penetration in the portfolio, broadening our water-based and powder coatings range, creating pre-formulated blends that help lower our cost and give our customers more formulation flexibility. These actions, together with our strong foundations, give us confidence that we can build on our success and deliver sustainable growth and attractive returns over the medium term. #### Our rheology leadership is built on expertise, innovation and trust.” 23 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Q&A with Luc van Ravenstein, Chief Executive Officer continued Q: In the context of increasing R&D spend, how do you think about innovation at Elementis – and how do you ensure new products will add value to the business, rather than erode it? A: At Elementis, we view innovation as a key differentiator that creates sustainable value for our customers. We focus on two types of innovation: Product lifeline innovation that extends the life of existing products by adding new benefits – such as more natural ingredients, improved efficacy, or enhanced sensory attributes. These upgrades often command higher margins and strengthen customer loyalty Breakthrough technologies that have the potential to open new markets and revenue streams. For example, DEOLUXE™ SC, a non-metal sweat reduction active, and NATURALUXE™ MFF, a biodegradable film former and emollient for sunscreens, position us at the forefront of consumer trends and regulatory shifts This balanced approach – extending product life while introducing category-defining technologies – ensures our R&D spend drives profitable growth and reinforces Elementis’ leadership in specialty chemicals. Q: This has been another year of significant change at Elementis. How are employees adjusting? A: This has indeed been a year of significant change for Elementis, and I’m proud to say our employees have responded with resilience and commitment. Our success is a direct result of the dedication of colleagues across all our locations. I am truly humbled by their unwavering support over the past few years as we completed the Fit for the Future restructuring programme and launched our new strategy. That strategy is designed to create a simpler, leaner, and more agile business – one that is poised to accelerate growth. Change is never easy, but our teams have embraced it because they see the long-term benefits: clearer priorities, faster decision-making, and a stronger platform for innovation and customer focus. Their adaptability and engagement give me confidence that we are well positioned to deliver on our ambitions. Q: Environmental sustainability is a more contested concept in 2026 than it has been in some time. How important is becoming more sustainable to Elementis? A: For Elementis, sustainability is not a box-ticking exercise – it’s a core part of how we create value. We see it as both an essential response to global challenges and a significant growth opportunity, enabling us to deliver strong financial returns responsibly while supporting our customers’ own ambitions. Our priorities are clear: leverage our core strengths to deliver benefits for customers, reduce environmental impacts – striving to achieve net zero GHG emissions – minimise resource use, and maintain a safe, engaging workplace. Importantly, sustainability is already embedded in our portfolio: 59% of our revenue comes from products containing at least 50% natural or naturally-derived content, and we expect this proportion to grow. By combining innovation with responsibility, we aim to lead in areas that matter most to our customers and the planet. Q: What are your capital allocation priorities over the short to medium term? A: Our strong cash generation profile gives us the flexibility to both invest for growth and deliver attractive returns to shareholders. On growth, we expect to allocate around 3-4% of revenue to capital expenditure over the medium term, with a focus on projects that enhance productivity and support future growth. In addition, we will continue to pursue bolt-on acquisitions that complement our portfolio and strengthen our market position. With regards to shareholder returns, our dividend policy targets a payout ratio of around 30%. Beyond this, subject to the investment needs of the business, we will look to return excess capital to shareholders through higher dividends and/or future share buybacks, as demonstrated by the £40.0m ($53.8m) programme completed in 2025. Finally, we will maintain a disciplined approach to leverage, supported by a combination of our revolving credit facility and term loan arrangements. This balanced capital allocation framework ensures we can fund growth, reward shareholders, and preserve financial strength. 24 Elementis plc Annual Report and Accounts 2025 ![]() Q: How large could you grow revenues from your recent acquisition of Alchemy and should we expect more bolt-on M&A in 2026? A: Alchemy is a strong strategic fit for Elementis and generated $6.7m in revenue in 2025 with margins in line with our Personal Care business. Its innovative technologies complement our portfolio and enhance our expertise in formulation and rheology, creating new sensory profiles and textures for cosmetics and skin care. By leveraging our global sales and distribution network, we aim to accelerate Alchemy’s success. We will also continue to pursue bolt-on acquisitions opportunistically that meet our investment criteria and deliver revenue synergies, while proactively managing our portfolio to ensure every business contributes to our growth and returns objectives. Q: Finally, what can we look forward to from Elementis in 2026? A: Looking ahead to 2026, we are confident in another year of progress and our priorities are clear. Innovation: Accelerate the pace and quality of new product innovation, with a focus towards sustainable-led product innovation to reinforce leadership in rheology and formulation solutions Customer focus: Expand direct account coverage to deepen relationships and deliver superior service Operational excellence: Drive greater simplicity and efficiency to enhance agility Sustainability: Advance our agenda by designing more sustainable products, reducing GHG emissions and energy intensity while maintaining a strong safety work ethic Capital allocation: Deliver attractive returns to shareholders by effectively balancing our capital allocation priorities to generate maximum value Luc van Ravenstein Chief Executive Officer #### Our achievements would not be possible without our talented and dedicated colleagues #### – they are what make #### Elementis truly special.” #### We move forward with purpose and a commitment to deliver.” 25 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Engineering mixtures with precision using our smart science #### Value proposition We solve our customers’ formulation challenges by developing additives that enhance the performance of their end products. Our focus is on the personal care and coatings markets. Beyond this, there are other adjacent markets that we will look to expand into, in areas such as agro chemicals, plastics, and household, industrial and institutional cleaners (“HI&I”). Our unparalleled technical expertise in rheology (the science of how things flow and deform), and formulation (the science of mixing ingredients to achieve a specific purpose), combined with our special hectorite asset, position us at the forefront of our markets, and enable us to deliver superior outcomes for our customers. #### Personal Care Lipstick Texture and pay-off: We use rheology modifiers such as hectorite-based organoclays to help control how creamy or firm a lipstick feels, how easily it glides, and how much it transfers to the lips Stability and shine: Our knowledge of rheology helps our customers experience an even colour, while gloss agents and film formers (an invisible protective shield that gives products their staying power, smoothness and protective qualities) ensure long-lasting shine without stickiness Sensory experience: The right rheological balance gives consumers that luxurious, smooth application and comfortable wear they expect from their lip products #### Coatings Paint Application control: Rheology ensures paint spreads evenly, doesn’t drip, and levels out for a smooth finish. It affects how paint behaves when using a brush, roller or spray Storage stability: Expertise in formulation helps prevent pigment settling and phase separation, while rheology keeps the mixture consistent over time Performance: Whether it’s quick-drying wall paint or a high-gloss automotive coating, the interplay of rheology and formulation determines how well the product adheres, resists sagging, and maintains its appearance #### Our business model Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving 26 Elementis plc Annual Report and Accounts 2025 ![]() #### We are a high-margin business and we generate strong free cash flow. At the heart of our operational model is a partnership-led innovation approach – we collaborate closely with our customers to develop additive solutions that deliver real, measurable benefits to end consumers across a range of personal and industrial applications. Whether it’s enhancing an existing paint formulation that lacks the desired thickness and flow, or improving the spreadability and skin feel of a generic skin care product, we tailor solutions using our technical expertise to fine-tune texture, stability and performance. Sometimes, the need goes beyond fine-tuning – such as developing entirely new products like CHARGUARD™ 1000 (an additive that improves fire resistance of cable wires) and THIXATROL ® 5050W (an additive used in waterborne metallic coatings for the automotive sector) that can deliver superior visual effects such as improved gloss, opacity and the ‘flip-flop’ effect (how the colour or brightness of a car changes depending on how you view it and how the light hits it). 1. #### Starting with Research Customer intimacy and market insight We begin with deep collaboration – immersing ourselves in our customers’ needs and understanding market trends. This intimacy allows us to anticipate shifts in consumer expectations, whether it’s the evolving feel of skin care products or the performance demands of modern paints and adhesives 2. #### Innovation Partnership-led formulation expertise This is a unique selling point for us. Using decades of experience in rheology and formulation science, we co-develop solutions with our customers to meet their specific needs. We do this by applying our deep technical know-how to deliver real consumer benefits. Ingredients like hectorite, with its superior rheological properties, play a key role in unlocking premium performance in the formulations we develop 3. #### Marketing Creating interest and driving feedback Our global sales and marketing teams bring innovations to life – sharing samples, gathering feedback, and refining formulations based on real-world insights. This loop of engagement ensures our solutions stay relevant and continue to evolve R&D spend % of revenue c. 2% New products launched 19 Personal Care Innovation Revenue 22.2% Coatings Innovation Revenue 13.4% Revenue from direct customers 67% Revenue from distributors 33% Our expertise ensures that every formulation we touch is not only technically sound but also consumer-centric – delivering the right feel, finish, and functionality. It’s chemistry with purpose, designed through collaboration and driven by insight. #### How we make money Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving 27 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() 4. #### Manufacturing Scalable, cost-effective production With a globally optimised manufacturing footprint across four continents, we ensure our innovations can be delivered at scale – efficiently and cost-effectively – without compromising quality or performance 5. #### Sales Delivering growth Ultimately, our approach drives top-line growth for us and our customers by turning technical excellence into market-ready products that resonate with end consumers Our products are largely negotiated on a bespoke contract basis, which gives us pricing flexibility, although some of our contracts are sold under long-term agreements. Our sales and marketing spend (approximately 4% of revenue) drive growth and customer visibility, and R&D (approximately 2% of revenue) helps drive innovation By operating a local-for-local model, we reduce operational expenses and improve responsiveness to customer needs. Additionally, being vertically backwards integrated through key resources like hectorite, combined with our rheology and formulation expertise, gives us enhanced pricing optionality We work with direct customers (approximately two-thirds of our total revenue) and via distributors (approximately one-third of our total revenue) to sell our generic and custom-made formulations Our formulations development lead time can vary from 6 months to 3 years, depending on our customers’ requirements Approximately 30% of our Group revenue comes from hectorite-based products, and approximately two-thirds of our revenue is derived from rheology Manufacturing sites 12 Sales and marketing spend % of revenue c. 4% Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving #### Our business model continued 28 Elementis plc Annual Report and Accounts 2025 ![]() #### How our structure adds value We are a global business with manufacturing plants, R&D centres of excellence and offices that span four continents We have a local sales, R&D and distribution footprint across our key regions: Americas, Europe and Asia Our structure gives us flexibility and enables us to develop deep relationships with our customers This guides our R&D investment decisions and sales and distribution efforts. It also enables us to continually optimise supply chains to better manage changes in the operating environment, such as the impact of tariffs We currently invest 2% of our revenue in R&D and our aim is to increase this to 3% over the medium term. Our innovation focus is to move up the innovation value chain to create new and exciting formulations that can generate high margins Through our R&D efforts, we want to increase revenue driven from innovation to 20% over the medium term #### How we allocate capital We deploy capital in a responsible manner Our aim is to maximise return on invested capital while maintaining balance sheet strength and strategic optionality. We do this through: – Investment in organic growth – R&D – Technology – Data – Capacity investment – People – Bolt-on M&A Targeted acquisitions of technologies that deliver high returns and which we can quickly scale up using our global footprint – Payment of ordinary dividends. Our target payout ratio is 30% – Returning excess capital to shareholders via buyback or additional dividends In 2025, we returned c.$54m through our first buyback programme using the proceeds from the sale of the Talc business Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving 29 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Critical relationships and resources Our business thrives on a network of essential relationships and resources that underpin every aspect of our operations. From trusted suppliers to strategic partnerships, each connection is critical to our long-term success. Together, these elements enable us to deliver value, adapt to change, and maintain a competitive edge. #### People We employ c. 1,000 people across our various locations, with employee costs accounting for approximately 15% of our revenue. We aim to develop their skills and promote a collaborative high-performance culture that rewards them on an attractive basis while helping us to drive sales and profit growth #### Raw materials Access to high-quality, consistent raw materials is essential for delivering reliable performance in specialty formulations. Whether it’s rheology modifiers or functional polymers, the right inputs determine the end product’s texture, stability and efficacy. Our bespoke contracts, strategic multi-sourcing set-up and material innovation help us to differentiate our offerings and respond to evolving customer and sustainability demands #### Sites and infrastructure Our robust manufacturing infrastructure enables scale, flexibility, and cost efficiency. Infrastructure also supports compliance, safety, and the ability to adapt quickly in dynamic markets #### Capital Our capital requirements are met through our existing loan and revolving credit facilities Our balance sheet is in a strong position and our aim is to maintain our leverage ratio of net debt to EBITDA over time at around 1x R&D In 2025, we invested 2% of our revenue into R&D We have eight R&D centres globally. Our innovation efforts are driven by customers’ needs, changes in market demand and the regulatory environment. Our focus is to move up the value chain to create differentiated sustainable solutions for our customers #### Supply chain and procurement As a specialty chemicals business, having supply chain excellence is a competitive advantage. An agile, resilient supply chain ensures timely delivery of raw materials and finished goods, minimising disruptions and maintaining customer trust Strategic procurement helps us to manage costs, secure critical inputs, and build partnerships with suppliers #### Regulations Compliance with global and local regulations is non- negotiable. Our regulatory expertise ensures products are safe, legal, and market-ready. Proactive engagement with evolving legislation also opens doors to new markets and helps reinforce our reputation for responsibility and sustainability Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving #### Our business model continued 30 Elementis plc Annual Report and Accounts 2025 ![]() #### Our sustainable competitive advantages Hectorite: a unique source of value creation We own a valuable high-grade hectorite mine. Hectorite is a natural mineral that delivers excellent rheology in both water- and oil-based systems, making it an attractive natural alternative to synthetic materials Approximately 40% of Personal Care revenue and approximately 20% of Coatings revenue comes from hectorite- based products. We expect to achieve double digit growth in our hectorite- based revenue over the medium term Customer-centric, with global reach Our global footprint allows us to build long-lasting relationships with our clients and serve them in their local markets, as well as serving large clients across multiple locations Our manufacturing footprint provides flexibility and supply resilience. We collaborate with our customers to deliver value-added solutions Innovation-led growth We are known innovators, with significant technical expertise. Leveraging our capabilities in rheology, surface chemistry and formulation, we focus on creating solutions for our customers that deliver product performance improvements, efficiency gains and enhanced sustainability credentials We work in partnership with our customers, providing technical support and collaboration to develop innovative products, tailored to their needs and goals Sustainable solutions We are committed to improving the impacts of our solutions through the benefits our products enable, and lowering our own manufacturing and supply chain footprints We have a high natural and naturally- derived material content in our product portfolio. We work with suppliers and customers to further increase our use of biobased materials, both as a direct replacement of fossil-derived petrochemicals and by creating new products Many of our products already help our customers and end-users to use fewer resources and improve the impact of their own products. 59% of our revenue is derived from natural or naturally-derived products #### How we are evolving The personal care and coatings markets are constantly evolving, influenced by three global trends that have affected how we do business: the move towards sustainability, shifting demographics, and technological and digital advancement (see pages 35-37 for further details) Consumers are demanding more from the products they use, with an increasing focus towards natural ingredients and ethical sourcing, that have a low negative impact on the environment, communities and workers in the value chain. Recognising this change, we have adapted our R&D efforts towards delivering new specialty chemicals that have enhanced sustainability benefits, improved product performance and lower operational costs Shifts in demographics play a critical role in how we think about the future risks and opportunities affecting our business. Whether this is related to the expected growth in population in the developing world, increased longevity in the developed world, increased urbanisation or accelerated migration, we are continuously evolving. We have expanded our capabilities in the fast-growing Asian region, and we are delivering more sustainable products and increasing our relevance by reducing speed to market Technology progress is advancing rapidly, and technologies are becoming ever-more interconnected. Early investment and adoption can significantly reduce operational costs while improving overall returns on R&D, sales and marketing spend. We have invested and will continue to invest in improving our IT infrastructure and data analytical capabilities, including AI, to help improve our R&D and marketing efforts while enabling us to optimise our operational processes and costs CASE STUDY An example of this is our RHEOLATE ® biobased NiSATs range in Coatings, which are based on a waste stream from sugarcane molasses production, and hence provide additional sustainability benefits, without compromising on performance. Value proposition How we make money How our structure adds value How we allocate capital Critical relationships and resources Our sustainable competitive advantages How we are evolving 31 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Revenue $224.5m Hectorite c. 40% Operating profit $72.8m Operating margin 32.4% Highlights Colour cosmetics Growing demand for natural products and skinification Launched two new hectorite products, part of the BENTONE ® ULTIMATE series Skin care Natural solutions replacing synthetic solutions Successful BENTONE HYDROCLAY™ rheology modifier range with hectorite driving higher revenues New film former technology launched, NATURALUXE™ MFF Antiperspirants Increasing demand for non-metal-based AP Actives Launched DEOLUXE™ SC, a non-metal-based, biodegradable sweat control antiperspirant High-efficacy AP actives up 12% and now representing 50% of AP Actives revenue Highlights Architectural coatings Increased demand for sustainable ingredients and functional performance Strong growth in powder and biobased NiSATs Launched RHEOLATE ® HX 6030 for ultra-low VOC coatings Planned launch of Colour Viscous Stable Additives Industrial coatings Move to waterborne and powder coatings in fast moving auto OEM and marine and protective markets Launched THIXATROL ® 5050W for waterborne automotive coatings Hectorite opportunity to replace PFAS-based materials in powder coatings Adhesives, sealants and construction additives Construction shifting towards larger tile formats Planned launch of multi-functional hectorite-based tile adhesive additives #### Personal Care Building on our strong track record #### Business performance overview Our sharpened focus and increased agility will enable us to seize the opportunities ahead with clarity, #### discipline and renewed momentum.” Stijn Dejonckheere Chief Commercial Officer ### Elevating our operations #### Coatings Moving from resilience to growth Revenue by region Asia 17% Europe 38% Americas 45% Operating profit $70.4m Operating margin 18.9% Revenue $373.0m Hectorite c. 20% Revenue by region Asia 27% Europe 31% Americas 42% 32 Elementis plc Annual Report and Accounts 2025 ![]() In response to this, during the year, we launched BENTONE ® ULTIMATE ISD and BENTONE ® ULTIMATE LC, part of the BENTONE ® ULTIMATE series, an innovative, patent-pending oil-based rheology technology. Based on our industry-leading organically modified hectorite clay, the new gel technology utilises a 100% natural activation system that gives manufacturers and formulators more flexibility in their application due to its efficacy and stability benefits. In Skin Care, the biggest trend remains sustainability. Replacing non-biodegradable polymers with natural thickeners is driving revenue in the BENTONE HYDROCLAY™ range. We also launched NATURALUXE™ MFF, our latest innovation in sun care at In-Cosmetics Asia 2025, one of the leading trade events in the Asia-Pacific region. This new multi-functional eco-friendly film former (essential for sunscreen formulations) forms a thin, invisible layer on the skin to enhance coverage and durability. In addition, as a polymeric emollient, it provides long-lasting wear and helps sunscreens to feel soft and spread evenly on the skin. Alchemy’s addition strengthens our Cosmetics and Skin Care portfolio with high-margin, high-growth technologies that create a strong foundation for continued growth. Lastly, in AP Actives, a significant highlight of the year was the launch of our non-metal-based, biodegradable sweat control antiperspirant and deodorant active, DEOLUXE™ SC, at the In-Cosmetics Global trade fair in Amsterdam, in April 2025. This new product addresses a key challenge in non-metal-based high-performance sweat control, featuring strong and clinically proven sweat reduction. Following the launch, several large customers have placed orders for sampling and testing purposes, and we expect to commence commercial sales during the second half of 2026. Personal Care financial performance Personal Care revenue increased 3.3% on a reported basis and was 2.4% up on a constant currency basis to $224.5m (2024: $217.4m), driven by improved pricing and volumes benefits that helped to offset negative mix impacts in the year. Of this amount, $0.5m related to the pro-rata contribution from the acquisition of Alchemy, which we completed in November 2025. Revenues were higher across Europe, up 6%, and Asia, up 1%, with Americas flat overall. Adjusted operating profit increased 18.2% on a reported basis and 16.9% on a constant currency basis to $72.8m (2024: $61.6m). Growth was driven by higher pricing and cost savings actions, including the closure of the Middletown AP Actives plant. These actions led to an improvement in adjusted operating margin, which increased from 28.3% to 32.4%, a 410 bps improvement. Personal Care strategic progress Our Personal Care business operates in attractive growth markets globally. Our focus is within Skin Care, Colour Cosmetics and Antiperspirants Actives. Leveraging our deep expertise in rheology and formulation solutions, we develop high-value performance additives for a range of customers that include multinationals and distributors. We also work closely with several fast-growing local Indie brands. Hectorite is a key ingredient for our personal care formulations and is used in both its pure and blended forms (alongside complementary technologies such as emollients and emulsifiers). This special product with its superior sensorial and rheological benefits makes it ideal for developing new formulations in Personal Care that can help our customers’ sunscreen give maximum UV protection through an even application on the skin or enable the ingredients in an antiperspirant bottle to be suspended evenly to give consistent coverage on the skin. Hectorite penetration in the Personal Care portfolio is currently c. 40% and we expect this to continue to grow over the medium term. During the year we introduced seven new products, four of which were hectorite-based products. We expanded our technology toolkit and developed two highly customised products, based on individual customer specifications. Our partnership-led approach to innovation is helping us gain momentum with our customers and drive revenue growth. Revenue from new and innovation products increased to 22.2% (2024: 17.0%), and our new business pipeline was $92m, compared with $89m in the prior year. In Cosmetics, we continue to see growing demand for natural products and ‘skinification’, the practice of applying skin care principles to the entire body. CASE STUDY Metal-free antiperspirant innovation DEOLUXE™ SC represents a breakthrough in antiperspirant innovation, addressing growing demand for effective, metal-free sweat and odour protection. This patent-pending active delivers clinically proven sweat reduction without metal salts, matching traditional performance while enabling brands to meet evolving consumer expectations and reinforcing Elementis’ leadership in personal care innovation. #### Personal Care #### Our partnership-led approach to innovation continues to strengthen and is driving revenue growth.” Stijn Dejonckheere Chief Commercial Officer 33 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### We are developing new technologies using hectorite and our unique expertise.” Stijn Dejonckheere Chief Commercial Officer This next-generation thickener, which was co-developed with a large customer, offers good sag resistance, excellent flow and levelling, and broad compatibility for a wide range of water-based systems. In addition, we have introduced the product more broadly to the market, with strong growth potential expected in the Americas. We are also seeing potential opportunities emerging in other key regions, including Southeast Asia and EMEA. In Industrial Coatings, we launched THIXATROL ® 5050W, our latest innovation for waterborne automotive coatings. It delivers superior metallic pigment alignment without adding viscosity or compromising formulation stability. With this 100% water-based additive, formulators can achieve brilliant, even finishes with fewer formulation steps and less complexity. Finally, in relation to our Energy business, we launched BENAQUA ® 1101. This is one of the first water-based rheology solutions that withstands the extreme demands of high-temperature, high-pressure drilling – with thermal stability proven up to 400°F (204°C). During the year, we were pleased to announce that our recently launched RHEOLATE ® biobased NiSAT, featuring over 90% biobased content (C14 measured), won the 2025 Coatings Industry Ringier Technology Innovation Award. This prestigious recognition is renowned for honouring significant technologies that set new benchmarks in the coatings sector. The achievement highlights our distinctive expertise and reaffirms our ongoing commitment to delivering innovative solutions to the paint and coatings industry. Coatings financial performance In line with the broader market, Coatings revenue was down 3.5% on a reported basis and 4.3% down on a constant currency basis respectively to $373.0m (2024: $386.4m), due to weaker volume demand for industrial and architectural coatings across all regions. Our Energy business, which accounts for c. 10% of total Coatings revenue, performed strongly, with volumes, pricing and mix higher than last year. Adjusted operating profit was down 10.2% on a reported basis and was down 11.6% on a constant currency basis to $70.4m (2024: $78.4m), driven by self-help actions, as well as improved pricing benefits. The adjusted operating margin was marginally down at 18.9% compared with 20.3%, demonstrating the quality and resilience of the business amid a continued weak demand environment. Coatings strategic progress Our Coatings business operates across three key markets: Industrial Coatings, Architectural Coatings and Energy. Through our expertise in rheology and formulation, we develop high-value performance additives solutions for a range of customers that include multinationals and distributors. We also work with established local businesses that have a strong regional presence. Within our portfolio, hectorite has become an increasingly important ingredient in both pure and blended forms. With its special three-dimensional structure, this naturally- derived mineral offers outstanding viscosity control, formulation stability, and application performance. Its ability to deliver smooth, consistent flow and prevent settling makes it ideal for a wide range of coating systems, from providing a uniform finish in architectural paints, to improving the workability and durability of industrial coatings, adhesives and sealants, and construction materials. Hectorite is often used in combination with other high-performance additives from our portfolio, including organoclays, NiSATs, dispersants, defoamers, organic thixotropes, and other specialty additives to help formulators address complex formulation challenges. In 2025, we launched 12 new products across our Coatings business, one of which was hectorite-based. We expanded our technology toolkit and developed two highly customised products, based on individual customer specifications. Revenue from new and innovation products increased to 13.4% (2024: 13.2%) and our new business pipeline was $170m compared with $182m in the prior year. Following the launch of two RHEOLATE ® biobased NiSATs last year, we launched RHEOLATE ® HX 6030 in 2025. This high-efficiency NiSAT is made for high-performance, ultra-low Volatile Organic Compound (“VOC”) coatings for architectural applications. #### Coatings CASE STUDY Driving production efficiency in sealants and coatings THIXATROL ® AS 8053 is an advanced rheology modifier that helps customers improve efficiency and resilience in sealants and coatings manufacturing. By performing effectively at lower processing temperatures, it reduces energy consumption, lowers operating costs and simplifies production, while ensuring consistent product stability. THIXATROL ® AS 8053 demonstrates how targeted innovation enables customers to meet sustainability objectives while protecting performance and competitiveness. #### Business performance overview continued 34 Elementis plc Annual Report and Accounts 2025 ![]() #### Navigating a clear path in uncertain times We operate in a dynamic and competitive environment, where our strategy is shaped by the #### evolving needs of our customers. In this section, we explore three megatrends – sustainability, changing demographics, and technology – that are reshaping the personal care and coatings markets. We also discuss how we #### are responding to the risks and opportunities these trends present, ensuring we remain agile, relevant #### and growth-focused. How we are responding Innovation focused on specialty additives that deliver improved product performance, lower operational costs and enhanced sustainability claims, e.g. low-temperature organic thixotropes and powdered NiSATs Identifying new applications for our natural personal care ingredients, bringing long-lasting and more efficacious benefits from the whole formulation Setting challenging environmental targets that help us to innovate better solutions, such as our validated SBT to reduce GHG emissions Creating pre-formulated blends for our customers to use that are simpler to use, are more cost efficient, reduce development cycles and can help reduce wastage Investing in our capabilities to assess risk and quantify impacts of our supply chain, portfolio and products, to better prioritise impactful actions Continuing to improve product verification against leading certification standards such as COSMOS and Ecolabel to highlight the credentials of our products What does this mean for our business Consumers are becoming more sustainability focused, demanding natural products that have low negative impact on the environment, communities and workers in the value chain It is increasingly important that companies can support claimed product benefits with credible, science-based evidence and standards such as product life cycle analyses and other certifications Increased desire for solutions that contribute positively to the health and wellbeing of society Demand for solutions that increase production yields and contribute towards the circular economy Pressure to understand and minimise the social and environmental impact of production from cradle-to-gate throughout supply chains Investors are increasingly taking ESG factors into consideration as part of their investment decisions Corporate reporting regulations are evolving to drive greater rigour and transparency Our opportunities Leverage our naturally-derived products and high-quality hectorite clay resource to help customers use less material, energy and water Innovatively designed products to help minimise pollution in downstream applications Progress decarbonisation across our value chains Growing sustainably is a core tenet of our strategy and guides how we operate as a business. There are wide, complex planetary and societal impacts related to how resources are used, which are driving change across the socio- economic system. We recognise the important role we can play in helping people and businesses transition to a lower-carbon future. This includes moving towards cleaner energy and building a circular economy that benefits everyone. These issues are complex, but they shape our priorities and drive our commitment to sustainable growth. CASE STUDY Setting a new standard for sustainable, high-performance sun care NATURALUXE™ MFF marks an innovation milestone for Elementis, introducing film former technology as a new platform within the portfolio. Based on proprietary, patent-pending chemistry, this biodegradable, non-persistent solution enables high-performance sun care formulations that meet rising expectations for efficacy, skin comfort and sustainability, reinforcing Elementis’ ability to deliver future-ready technologies. Growth in natural and naturally-derived rheology modifiers as a replacement to synthetic alternatives Improve manufacturing processes and supply chain management resulting in better outcomes for all stakeholders #### Market trends and opportunities Ambition to reach Net Zero by 2050 #### Sustainability 35 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Market trends and opportunities continued How we are responding Expanding resources in Asia in new and existing regions, generating more insights into local market needs and deepening innovation dialogue Broadening our capabilities in China and India, allowing us to make local formulations and develop new products that comply with local regulations Leveraging our leading rheology position and high-quality hectorite resource to launch new natural rheology modifiers for Personal Care and Coatings Expanding our product portfolio to include products that are suitable for the ‘mass’ market and with reduced speed to market Launching new product solutions with better durability, workability and aesthetics for the decorative and construction markets What this means for our industry Shifting consumer preferences and shorter product life cycles means there is constant need for innovation Rising demand for personal care products such as colour cosmetics and skin creams Increasing demand for construction- and infrastructure-related solutions Rise of new ‘giant brands’ in emerging markets, demanding quality products and faster speed to market Rapid growth of smaller ‘Indie brands’ that appeal to younger audiences Increased demand for longer-lasting and more technologically advanced products Demand for products that make consumers’ lives easier and provide premium and feel-good characteristics Our opportunities New geographic markets for consumer and industrial products that require premium performance additives We have a strong local footprint across sales, R&D and distribution in key regions that enables us to serve customers globally and provide supply chain resilience Higher demand for additives that deliver premium product performance characteristics Opportunities for natural or naturally- derived ingredients (e.g. hectorite or castor wax based) Global population trends are changing the way people consume products. The UN expects nearly 10 billion people by 2050, with most growth in developing regions due to longer lifespans, urbanisation and migration. As economies grow, more people are joining the middle class and seeking better- quality products. In developed markets, older consumers with more spending power are focusing on health, sustainability, and products that offer benefits beyond functional use. These shifts are creating long-term opportunities and shaping demand in the personal care and coatings industries. CASE STUDY Rethinking opacity for smarter, more sustainable coatings The Additive Opacity Toolbox demonstrates how Elementis is helping the coatings industry rethink opacity at a time when performance, cost efficiency, and sustainability must go hand in hand. As rising costs and pressure to reduce the environmental impact of titanium dioxide (TiO 2 ) challenge traditional formulations, maintaining premium application and film quality has become more complex. This modular set of pre-formulated additives allows customers to combine solutions to achieve targeted outcomes, including improved hiding power, optimised spread rate, and lower cost-in- use. The result is measurable value: up to one-coat hide, up to 15% lower TiO 2 usage, and a reduced carbon footprint, delivered with consistent performance across architectural coatings applications. #### Demographics 36 Elementis plc Annual Report and Accounts 2025 ![]() How we are responding Investing in testing AI use cases across different business areas such as innovation and technical support to enhance formulation solution as a winning differentiator Enhancing our data governance framework as a key enabler for AI adoption Developing digital data management capability to scale new products faster Continuing to explore innovative technologies and testing our products’ suitability for new applications Better use of customer data to analyse search behaviours and product reviews, generating insights on new trends in our target markets. Ability to process data quickly and accelerate innovation will lead to a better customer proposition New product information management system, one centralised repository for our product information, offering a user-friendly and intuitive interface for Elementis’ employees, partners and customers Increased digital media outreach, online customer education, sophisticated formulation support and close collaboration with distribution partners Increased Product Stewardship and Regulatory Affairs efforts and proactive positioning of technologies that are natural and safe Continuing to improve our automation capability, enhancing both productivity and safety in our plants What this means for our industry Ability to move fast and adapt the right technology provides competitive advantage A growing use of simulation and software is required to generate smarter insights early on and to develop products faster, more efficiently and in a more sustainable manner The shift to renewable energy technologies and increased electrification requires different materials with different performance demands Digitalisation, with generation of big data and its interpretation using AI, will impact consumers’ behavioural changes through better access to information, improve decision-making processes, and change the way that different players interact across value chains Multi-channel approach to customer engagement increases transparency across the supply chain Technological changes increase customer need and willingness to reformulate, while digital support for testing and trials can speed up innovation projects Virtual reality opens opportunities for remote training and technical support Our opportunities Access to digitalised processes and customer interface increases the speed, flexibility and service level we can provide to our customers We can achieve safer and more efficient production technologies via manufacturing automation and digitalised supply chain Increased market penetration among Small and Medium-sized Enterprises is boosting creation of Indie brands on a global scale Use of AI-driven tools to accelerate product development and formulation solution creation, enhance quality and predictive maintenance processes New technologies may open new value pockets in fast-growing markets Whilst better tools make it easier to process more complex data sets, shared data sets from greater collaboration across the value chain will lead to improved outcomes and higher customer satisfaction levels Technology is evolving at pace, with increasing interconnectivity driving transformation across industries including specialty chemicals. Advances in computing power and materials science are unlocking new possibilities for product innovation, process efficiency, and greater personalisation. These technologies are also enhancing customer experiences – through richer data insights, smarter engagement tracking, and automation of low-value tasks. Today, the process of developing customised solutions is both virtual and digital, with cross-functional teams collaborating seamlessly across geographies to deliver tailored, high- performance outcomes. CASE STUDY Predicting success with AI-driven planning In 2025, we strengthened our supply chain performance by integrating a new machine learning layer into our planning systems. The platform analyses a broader range of data – including historical demand, seasonal trends, and macroeconomic indicators – alongside forward- looking inputs such as planned new products and validated sales opportunities. This enhances forecast accuracy and enables faster, data-driven decision-making. The result is a more agile and disciplined operation. By combining advanced analytics with operational expertise, we have reduced reliance on expedited freight, lowered excess inventory, and improved working capital efficiency, strengthening resilience and supporting sustainable, long-term shareholder value. #### Technology 37 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() KPIs focused on driving growth and increasing returns #### Key performance indicators Our key performance indicators (“KPIs”) enable us to monitor our strategic progress. The Board periodically reviews our KPIs to ensure they are aligned with Elementis’ short-term and long-term objectives. These have been updated following the launch of our new strategy. -1.9% -4.1% 4.6% -1.9% 2023 2024 2025 Definition/calculation Total organic revenue growth measured at constant currency. How we performed Overall organic revenue fell slightly in the year principally due to lower volumes in Coatings and lower mix effects. These were offset partially by positive pricing actions. Target Mid-single digit percentage growth through the cycle over the medium term. 16.4% 13.0% 14.4% 16.4% 2023 2024 2025 Definition/calculation New products introduced within the last seven years plus products that are either protected by intellectual property (such as patents) or developed through bespoke innovations created specifically to meet individual customer needs. How we performed We achieved a 200 basis point growth in our Innovation Revenue during the year, driven by the strong growth from our Personal Care business. Target Grow the percentage of Innovation Revenue over the medium term to 20%. 21.2% 15.5% 19.7% 21.2% 2023 2024 2025 Definition/calculation Calculated as adjusted operating profit divided by revenues. How we performed The adjusted operating profit margin grew in 2025 due to self-help initiatives and proactive cost management. Target Adjusted operating margin over the medium term of 23%+. 13.7c 9.0c 12.0c 13.7c 2023 2024 2025 Definition/calculation Adjusted profit after tax divided by the weighted average number of shares for the purpose of diluted earnings per share. How we performed We delivered a higher adjusted diluted EPS in the year due to higher operating profits and lower net finance costs. Target In line with our Elevate Elementis growth strategy, we expect adjusted diluted EPS to grow over the medium term. 83% 117% 103% 83% 2023 2024 2025 Definition/calculation Net cash flow from adjusted EBITDA plus changes in working capital, provisions and share-based payments, less net capital expenditure. How we performed The adjusted operating cash conversion fell during the year principally due to higher working capital outflow. In 2025, the three-year average adjusted operating conversion was 101%. Target Three-year adjusted operating cash conversion over the medium term of more than 90%. B Link to annual bonus L Link to long-term incentive plan (“LTIP”) Note: APMs are defined and reconciled on pages 208-209. See pages 50-55 for more detail See pages 33-34 for more detail See pages 50-55 for more detail See pages 50-55 for more detail See pages 50-55 for more detail Revenue growth (constant currency) (organic) L Innovation Revenue B Adjusted operating profit margin (continuing basis) Adjusted diluted EPS L Adjusted operating cash conversion 38 Elementis plc Annual Report and Accounts 2025 ![]() KPIs focused on delivering our sustainability ambitions 30% 21% 29% 30% 2023 2024 2025 Definition/calculation Adjusted operating profit divided by operating capital employed, expressed as a percentage. Operating capital employed comprises fixed assets (excluding goodwill but including tax recoverable), working capital and operating provisions. Operating provisions include self-insurance and environmental provisions but exclude retirement benefit obligations. How we performed We delivered a solid performance and our ROCE improved to 30%. Target ROCE of more than 30% over the medium term. See pages 50-55 for more detail B Link to annual bonus L Link to long-term incentive plan (“LTIP”) Note: APMs are defined and reconciled on pages 208-209. Adjusted return on capital employed (“ROCE”) 0.44 0.40 0.21 0.44 2023 2024 2025 Definition/calculation We use the US Occupational Safety and Health Administration (“OSHA”) definition for recordable injuries and illnesses. TRIR is the total number of recordable incidents multiplied by 200,000 divided by total hours worked by all employees during the year. How we performed The increase in the year was due to the small number of recordable incidents rising from two to four. All four cases were minor, with no lost time. Target We are targeting an 8% annual reduction in TRIR compared to the 2025 baseline. -14.0% -4.2% +17.2% -14.0% 2023 2024 2025 Definition/calculation Year-on-year change in Scope 1 & 2 (market-based) GHG emissions (%). How we performed The 14.0% reduction in the year was made up of a 4.1% decrease in Scope 1 emissions and a 27.7% decrease in Scope 2 (market-based) emissions. The increase in the prior year was driven by increased production at our Taloja, India site, as well as increased hectorite production. Target Our validated SBT requires a 5.9% reduction per year from 2024 baseline year to 2034 target year. 59% 56% 58% 59% 2023 2024 2025 Definition/calculation Proportion of revenue derived from natural or naturally-derived ingredients across our portfolio as defined by ISO 16128. How we performed We increased the proportion of revenue from natural or naturally-derived products by 100 basis points in the year reflecting our commitment to becoming a more responsible and sustainable business. Target Our aim is to increase the percentage of revenue from products that contain at least 50% of natural or naturally- derived content to above 60% by 2027. 4.04 3.86 3.91 4.04 2023 2024 2025 Definition/calculation We use Gallup, the leading provider of insights into employee engagement to measure our annual performance. Our grand mean score is assessed using the Gallup Q12 ® and is measured out of 5.00. How we performed In 2025, our grand mean score increased by 0.13 to 4.04. Target Our goal is to achieve and maintain the 75th percentile, with a commitment to continuous year-on-year improvement. See pages 76-78 for more detail See pages 63-66 for more detail See pages 70-73 for more detail See pages 10-13 for more detail Total recordable injury rate (“TRIR”) B % change in Scope 1 & 2 GHG emissions (kt CO 2 e) L Revenue from natural or naturally-derived ingredients Employee engagement 39 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() 40 Elementis plc Annual Report and Accounts 2025 Our risk management framework #### Risk management CEO The CEO is responsible for implementing Group policies, risk management performance, identifying principal risks and ensuring that resources are allocated for effective risk management and mitigation. Audit Committee The Audit Committee supports the Board and has specific responsibility for monitoring financial reporting as well as the internal and external audit programmes, one of the primary purposes of which is to provide assurance on financial, operational and compliance controls. ELT individuals and risk champions ELT members have responsibility for managing and monitoring risks relevant to their business or function on an ongoing basis, and work with the support of risk champions to further embed risk management within the organisation. Board The Board has overall responsibility for risk management and sets the Group’s policies, culture and tone on risk as well as providing oversight to management. Operational and supporting functions Cyber, Data Protection and Information Governance Steering Committee, Health, Safety and Environment (“HSE”) Council, Manufacturing Council, Ethics and Compliance Council (“ECC”), Environmental Sustainability Council (“ESC”), Diversity, Equity and Inclusion Council, Investment Commitment Forum (Capital expenditure and allocation), Product Stewardship & Regulatory Affairs and Internal Audit. Risk is generally defined as “the management of uncertainty in respect of the achievement of the organisation’s objectives”. At Elementis, risk management is a crucial process that helps the Group to avoid or control risk events, that, in a worst-case scenario, could cause damage to Elementis’ value. Elementis monitors risk using a framework that operates consistently throughout all of our businesses, so that even with a devolved operating model we have a consistent approach. Our framework for risk management Elementis faces a number of risks, uncertainties and opportunities in the ordinary course of its operations. The effective identification, mitigation and ongoing management of these risks underpins the delivery of the Group’s strategic objectives. Elementis has an established risk management framework and system of internal controls to support decision-making throughout the financial year. Risk management systems are intended to mitigate and reduce risk to the lowest possible level, as the complete elimination of all risks is not possible. Risk management processes can therefore provide only reasonable assurance against material misstatement or loss. The Board has overall responsibility for risk management and sets the Group’s policies, culture and tone on risk as well as providing oversight to management. A comprehensive risk management framework is in place to identify, assess, mitigate and monitor the risks faced. The Company places the highest priority on preventing loss of life, harm to people and the environment, legal and regulatory breaches, and damage to reputation or brand. The Group has in place policies, procedures and guidance in order to help the Executive Leadership Team (“ELT”) and employees manage risk in these areas. How we manage risk For us, managing risk is about putting ourselves in the best position to make well-informed decisions that move Elementis forward. Risk management creates value by enabling us to act in pursuit of our strategy, with a full and balanced picture of the potential impacts. First-line roles: Business operations Our first line of defence is our employees. They have a responsibility to manage day-to- day risk in their own areas, guided by Group policies, procedures and control frameworks. Local management, and ultimately the ELT, ensure that risks are managed, maintained, reviewed and actioned according to these frameworks. Second-line roles: Oversight functions The second line of defence is provided by the oversight functions, which review and monitor current and emerging risks using a bottom-up and top-down approach and provide relevant frameworks, policies and processes for managing those risks. Third-line roles: Internal audit The third line of defence is assurance over the effectiveness of mitigating controls. This is provided by internal and external assurance providers, which are reviewed by management and monitored and challenged by the Audit Committee and the Board. Three lines of defence Bottom-up Identification, assessment and mitigation of risks across operational and functional areas Top-down Oversight, identification, assessment and mitigation of risks at a Group level ![]() 41 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information CASE STUDY Cyber security: strengthening resilience across Elementis Cyber security is a critical focus area for Elementis, and we fully recognise the significant risk to our business if we fail to get this right. In recognition of this, our internal processes are being aligned with leading frameworks including NIST CSF v2, EU NIS2 and ISA/IEC standards. Longer term, our aim is to obtain formal certifications such as ISO 27001 and SOC. Governance is embedded at senior levels, with oversight from the Audit Committee and regular independent audits. Foundational controls such as multi-factor authentication, endpoint detection and response, backups and incident response plans are operational, and response capabilities are being expanded. Employee awareness remains a priority, supported by mandatory training and phishing simulations. These initiatives reflect Elementis’ commitment to operational resilience, regulatory readiness and long-term stakeholder trust. Risk heat map (gross impact) Principal risks 1 Global economic conditions and competitive market pressures 2 Business interruption as a result of supply chain failure of key raw materials and/or third-party service provision 3 Cyber security, IT networks, data security and privacy 4 Regulatory compliance and product stewardship 5 Business interruption as a result of a major event or a natural catastrophe 6 Major regulatory enforcement action, litigation and/or other claims arising from products and/or historical and ongoing operations 7 Intellectual property and know-how/protection 8 Portfolio innovation and technology 9 Health and safety 10 People, talent and succession Change vs 2024 Same Increasing Decreasing Impact High Medium High Low Medium Low Probability 5 2 3 6 8 9 4 10 1 7 ![]() 42 Elementis plc Annual Report and Accounts 2025 #### Risk management continued Risk culture Every individual at Elementis has a responsibility to manage risk, irrespective of function, business or role. Risk awareness exists throughout decision-making processes and is embedded in systems, policies, procedures, leadership and behaviours, and specific standards such as the Code of Conduct. All employees are responsible for complying with related Group policies and guidance and share responsibility for ensuring that the Group conducts its business in a safe, lawful and ethical manner. Managing risk is about process but also culture. It is not just an activity for professionals and committees with risk in their title; it involves the whole business. We look to give colleagues autonomy, which means the people closest to our customers and markets can make their own decisions. Each function holds its own risk register and is required to identify and manage risk, and to put in place controls and action plans. Risk appetite and tolerance Risk appetite at Elementis is understood as being the amount of risk that the Board is prepared to accept in return for reward. It represents a balance between the potential benefits of opportunities and the threats that change brings. There is a degree of variability in determining risk appetite, which may be based on strategic objectives, as well as guidance from management or advisers with knowledge and understanding of the nature of the risk. The strategic appetite for risk is decided on a case-by-case basis at Board level – for example, with respect to a corporate transaction or significant capital expenditure project – and delegated to the ELT to implement as appropriate. The maximum risk that can be taken before the Group experiences financial distress is also decided at Board level and mitigated, as far as possible, by internal controls, business continuity plans, insurance, financial instruments and contracts. Our risk review processes Our Risk Management Policy defines our approach to risk management. The Board maintains an annual forward planner to ensure that appropriate time is allocated at scheduled meetings to discuss, review and monitor business and operational performance, strategic priorities, governance, compliance and risk matters. This approach enables the Board to engage directly with each of the business units and functional departmental leaders. Each ELT member is responsible for identifying, assessing and monitoring their respective business and functional risks as well as measuring the impact and likelihood of the risk to the business. Each identified risk is categorised as strategic, commercial, operational, financial or compliance. On an annual basis the ELT collectively reviews the enterprise risk universe and the Board carries out a review of the principal risks and uncertainties. Key risk changes During 2025 the Board carried out two comprehensive reviews of the Group’s principal risks; being those which, if they were to materialise, could have a significant impact on the Group’s ability to meet its strategic objectives over the medium term. The risk heat map identifies the key risks, post-mitigation, that management consider most impactful to the Group’s business model and the delivery of its strategic objectives. Movements on the risk heat map reflect changes to the risk environment since 31 December 2024. The likelihood and impact of certain risks has changed but our work to mitigate them has kept pace. The key risk changes and uncertainties in 2025 Decreased regulatory risks With the sale of the Talc business in May 2025, and Elementis remaining out of scope of the EU Corporate Sustainability Reporting Directive (“CSRD”) disclosure regime, the regulatory compliance risk for the Group has decreased. Decreased people risk uncertainty People, talent and succession risks decreased due to the successful completion of the Fit for the Future programme and the conclusion of the CEO succession process. Increased global economic conditions and competitive market pressures Inflationary pressures and trade policy uncertainties continued to impact the macroeconomic environment in which the Group operates. During 2025, management continued to focus on cost-reduction and efficiency initiatives to help mitigate these pressures. Increased cyber security, IT networks, data security and privacy A number of high profile cyber attacks occurred during 2025, within the UK and internationally, which reflect a continually increasing cyber threat level. During 2025 management worked to continue to enhance the Group’s cyber security posture. There have been no material changes to the risk profiles for the other principal risks, although management continue to monitor and review as appropriate. Climate change Climate-related risks and opportunities are an important consideration for the Group. Management’s response is a crucial part of the Group’s business strategy, shaping both how products are designed and how they are brought to market. Climate change brings opportunities as well as risks; for example, some of the Group’s products can contribute to lower energy and resource use. Elementis has an ambition to reach Net Zero by 2050, and during 2025 management published an SBTi-validated science-based target for GHG reductions, covering our operational and value chain emissions. The Group assesses climate-related risks using the same impact criteria as for the rest of its enterprise risks. Management have used climate scenarios from Network for Greening the Financial System (“NGFS”) to help understand how climate risks change in different futures and time horizons. Climate change has been identified as a contributing factor to many of our principal risks and long-term uncertainties. Priorities for 2026 Strengthen the Group’s overall cyber resilience Complete the integration of the newly acquired Alchemy business into the wider Elementis network Ensure the successful opening of the new Porto office and laboratory Continued optimisation of the Group’s supply chain to mitigate, as far as practicable, the direct impact of global tariffs Continue taking an active approach to compliance and dispute management ![]() 43 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Our emerging risks Management continue to consider how the Group could be affected by emerging risks over the longer term and how strategic, market and customer initiatives might manage risks and seize new opportunities. It is often possible to identify the potential impacts of emerging risks, but it is more challenging to predict their financial impact, likelihood and timeframe. We define emerging risks as upcoming events which present uncertainty. Emerging risks and opportunities are identified and documented through the existing risk management framework using a variety of horizon-scanning methods, such as monthly performance calls, including deep dives on new business opportunities, supply chain resiliency and procurement matters, annual and three-year financial plans and budgets, Board, ELT and other internal governance forums, customer and market insight, industry-specific data, and materiality assessment with regard to ESG. Emerging risk management ensures potential risks are identified, with plans evaluated in case they were to materialise. These emerging risks may not be fully quantifiable but are closely monitored. Our processes aim to identify new and changing risks at an early stage and analyse them thoroughly to determine the potential exposure. We continually identify and monitor emerging risks using our top-down and bottom-up processes. The table below provides examples of emerging risks. Escalating global geopolitical tensions and supply chain disruption Ongoing conflicts around the world could intensify and spread, with possibilities for sanctions to discourage further escalation and increased pressure on supply chains Supply chain shortages and resource security pressures increase commodity prices and could result in an economic slowdown State-sponsored cyber attacks target key sectors, including the specialty chemical industry AI-driven innovation AI presents many opportunities, but needs to be developed in an ethical way to mitigate against potential data security and cyber attack risks and address growing concerns across consumer groups. We expect further legislation to emerge in this area AI-generated content becomes more prevalent with the possibility of spreading misinformation Increased processing power will automate basic activities and support decision-making Evolving legislation Changing legislation to reduce the use of chemicals deemed to be negatively impacting the environment, nature or human health Persistence of PFAS has become an area of concern, and our research is developing alternative solutions to this class of materials Tighter reporting requirements and greater public focus on environmental performance Internal control The key elements of the Group’s internal control framework are monitored throughout the year. The Audit Committee has conducted a review of the effectiveness of the Group’s risk management and internal control systems on behalf of the Board. To support the Board’s annual assessment, a report is prepared by the Global Head of Risk and Controls on the Group’s principal risks and internal controls. The report sets out the Group’s risk management systems and key internal controls, as well as the work conducted in the year to assess and improve the risk and control environment. The internal control framework is intended to effectively manage, rather than eliminate, the risk of failure to achieve business objectives. It can only provide reasonable, not absolute, assurance against the risk of material misstatement or financial loss. In accordance with the UK Corporate Governance Code Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, the Board confirms that there is an ongoing process for identifying, evaluating and managing the principal risks faced by the Group. This process has been in place for the year under review and up to the date of approval of the Annual Report and Accounts. The process is regularly reviewed by the Board and accords with the relevant guidance. ![]() 44 Elementis plc Annual Report and Accounts 2025 Link to strategic objective: Movement in year: + Description of risks The performance of the specific end-user markets served is affected by macroeconomic conditions. Adverse developments that may result in a downturn in macroeconomic conditions, or in the industries in which our customers operate, may include political uncertainty, retaliatory tariffs or other disputes between trading partners. Suboptimal global economic conditions can affect sales, raw material costs, foreign exchange rates, capacity, utilisation and cash generation, which can impact the financial health of the Group. Increased competitive pressure in the marketplace can result in significant pricing pressure and loss of market share. The impact of non-delivery of operating plans can lead to market expectations of Group earnings not being met, and slower delivery of strategic priorities. Links with climate change The global response to climate change introduces additional uncertainties in macroeconomic and market trends which may have both positive and negative impacts on the Group. Customers increasingly collect climate-related information in preparation for future sourcing decisions. The Group understands its emissions footprint, including Scope 3, and has a validated SBT which supports our ambition to reach Net Zero by 2050. Management continue to quantify the Group’s carbon and environmental footprints at a product level to continue to better demonstrate impact and progress. Controls and mitigating activities Financial performance (monthly sales, profit and cash flows, and position against key banking covenants) is closely monitored with full-year scenario planning of key risks, regular reforecasts and prompt investigation of variances Contingency and cost reduction plans can be implemented in the event of an economic downturn to reduce operating costs, including non-essential capital expenditure items and discretionary spend Interest, currency and commodity hedging actions are taken as appropriate to mitigate the impact of rising interest rates and inflation Global key account management programmes to deepen existing relationships with our largest customers and help to pre-empt end-market changes Balanced geographic footprint and supply chains and broad differentiated product offering across different sectors Developments in year Modelling and optimisation of the Group’s supply chain to mitigate, as far as practicable, the direct impact of US tariffs and associated retaliatory tariffs by other jurisdictions Ongoing focus on cost reduction, efficiency initiatives, capital expenditure effectiveness, working capital and discretionary spend Price rises implemented to mitigate the impact of raw material, logistics and energy cost increases where applicable Emerging risks Further changes in tariff rates and the possible imposition of additional tariffs could result in an economic slowdown Artificial intelligence stocks are viewed by a number of analysts as being overvalued, resulting in an ‘AI bubble’. If the AI bubble were to burst, it is widely expected that there would be significant and widespread impact on the broader global economy which could cause a recessionary environment Global economic conditions and competitive market pressures #### Principal risks and uncertainties 1 Link to strategic objective: Movement in year: = Description of risks The Group is dependent on raw materials from various sources. In the event of a long-term supply disruption, or market volatility, it may not be possible to secure sufficient supplies of raw materials from alternative sources on a timely basis, or in sufficient quantities or qualities, or on commercially reasonable terms. The lead time and effort needed to establish a relationship with a new supplier could be lengthy and could result in additional costs, diversion of resources and reduced production yields. Links with climate change Climate change will increase the severity of extreme weather events that may result in supply chain disruption. Elementis manages its supply chain through maintaining minimum stock levels and qualifying multiple suppliers. Controls and mitigating activities Review of single-source materials; find and qualify alternatives Market research to understand and monitor the impact of short-term events Recalibration of inventory stock levels and lead times on a regular basis Business continuity scenario planning overseen by the ELT Proactively identify and mitigate risks across the supply chain Implement robust contingency plans to address potential disruptions and maintain resilience Increase flexibility in the Group’s manufacturing network to supply products from different regions, including new manufacturing locations Developments in year Continued leverage of strategic supplier relationships to secure required raw material volume Accelerated production qualification programme to ensure the ability to redistribute production volume across our global manufacturing network Continued focus on qualification of new sources of supply Enhancement of the Group’s global supply chain and procurement teams Continued focus on the Group’s global supply strategy to ensure a resilient global production footprint Implementing strategic stock methodology and process for supply chain disruptions, enhancing data analytics capabilities, upgrading visualisation tools and improving our enterprise resource planning to spot potential supply chain bottlenecks early and take proactive measures to improve the supply chain resiliency Throughout 2025 the Group successfully mitigated the volatility of the renewed US tariff landscape by leveraging our global manufacturing network to diversify the critical supply chain away from exposure to high-tariff jurisdictions and by implementing a pass-through pricing mechanism to protect our margins Emerging risks None noted Business interruption as a result of supply chain failure or key raw materials and/or third-party service provision 2 ![]() 45 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Link to strategic objective: Movement in year: + Description of risks Most aspects of the Group rely on technology, from its internal communications, controls and reporting, through to relationships with customers and suppliers. Any significant disruption could cause delays to key operations and an inability to meet customers’ requirements, thereby resulting in increased operating costs, legal liability and reputational damage. Furthermore, ongoing developments in data protection and information security legislation continue to result in increased compliance obligations with increased penalties for non-compliance. On top of this, the rapid pace of technological development and the weaponisation of technology by threat actors present new challenges. Cyber security continues to be an increasingly significant risk to the Group. Links with climate change Not applicable. Controls and mitigating activities Security controls, including policies and procedures, staff awareness and training, and risk management and compliance processes Regular IT, cyber and data protection updates to the Board Business continuity and emergency response plans Regular internal audit reviews Privacy and data protection platform Developments in year Internal information security team extended Comprehensive risk assessment and evaluation of security environment Improvements to the cyber security software stack Increased training for cyber security-related matters Strengthening of key controls in critical communications infrastructure Improved data protection through enhanced access controls Planning for upcoming regulatory compliance requirements Emerging risks Global geopolitical instability, including the increasing emergence of actor-states Increasing utilisation of artificial intelligence by threat actors Increasing targeting of third-party vendors and suppliers by threat actors as a means of infiltration Link to strategic objective: Movement in year: – Description of risks Emerging and existing regulations in global markets can lead to hurdles and additional costs in delivering on strategic objectives. Non-compliance or suspected non-compliance could lead to regulatory action. Links with climate change The Group is preparing for UK Sustainability Reporting Standards compliance. Controls and mitigating activities The Global Product Stewardship & Regulatory Affairs team oversees, manages and monitors regulatory developments in current and new markets and materials Safety Data Sheets (“SDS”), labels and regulatory information are provided for global customers, specific to the requirements in their jurisdiction Active compliance and risk management programmes are in place, including policies, procedures and training Regulatory compliance and product stewardship risks are updated and reviewed with the Board Brazil, UK, Türkiye and South Korea Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) planning and assessment of impact SDS and labels are updated to reflect new requirements for hazard communication globally. Ingredient notifications are carried out in existing markets with new requirements Ongoing support of manufacturing optimisation change through regulatory activities Developments in year A new EU regulation came into force – the Synthetic Polymer Microparticles as defined by entry 78 of Annex XVII of REACH (Regulation (EC) No 1907/2006) (“Entry 78”) Other jurisdictions have developed, and are expected to continue developing, similar microplastics regulations Indonesia introduced a requirement for cosmetic product ingredients to be certified Halal by an approved certification firm. This led to the audit and approval of the Livingston UK site for Halal certification Emerging risks Polymers were to be included in the scope of the EU REACH regulation from 2025, resulting in extra physical chemical testing requirements. The requirements are still pending Cyclical silicone materials will be restricted in the EU from 2026 for personal care and cosmetic products PFAS continue to be targeted for restriction or prohibition globally. Ongoing monitoring and identifying actions continue to ensure compliance with the various limitations Cyber security, IT networks, data security and privacy Regulatory compliance and product stewardship 3 4 ![]() 46 Elementis plc Annual Report and Accounts 2025 Link to strategic objective: Movement in year: = Description of risks The ability of the Group to manage its operations successfully and achieve performance in line with its strategy, business plans and budgets depends on the efficient and uninterrupted operation of planning processes, operational delivery capabilities and the internal control environment. Production facilities may be subject to planned and unplanned shutdowns, turnarounds and outages, including for natural catastrophes, weather, climate change or disruption associated with transportation, utilities and suppliers, which could result in increased costs in establishing alternative supply chains, and lead to delays in supply to our customers. A major event is categorised as an operational, HSE, transport or workplace incident caused by system failure and/or human error, or by fire, storm, flood or pandemic resulting in a supply chain disruption of over 24 hours. Links with climate change Climate change is likely to increase the severity of extreme weather events which may result in operational disruption. Elementis’ sites are designed and maintained to withstand extreme weather. The Group reviews weather disruptions, risks and local mitigations annually with site management, and use the NGFS climate impact explorer tool and World Resources Institute (“WRI”) Aqueduct tool to explore physical risks at our locations. The Group’s supply chain management ensures minimum stock levels. Controls and mitigating activities Preventative maintenance, holding critical spares, and process and other safety procedures to mitigate the effects of a major incident Property damage and business interruption insurance coverage Each site has developed a business continuity plan that includes emergency response and business recovery protocols, annual reviews, periodic updates, training, and practising the plan via periodic drills or table-top exercises Management verify the emergency response and crisis preparedness elements of business continuity through the HSE compliance auditing process Business continuity scenario planning is overseen by the ELT HSE management programme includes corporate compliance audits, Global HSE standards, risk assessments and insurance property surveys HSE performance is regularly reviewed by the ELT Developments in year Internal audit review of certain manufacturing sites Continued focus on operational reliability and process safety management Implemented a mechanical integrity programme and validated compliance with effective critical equipment maintenance tracking Insurance property survey recommendations adopted and tracked Emerging risks Ongoing conflicts around the world could intensify and spread, with possibilities for sanctions to discourage further escalation and increase pressure on supply chains Geopolitical challenges from tariffs requiring agile supply chains Link to strategic objective: Movement in year: = Description of risks The scale and complexity of the Group’s operations means that it is subject to a wide range of international regulation spanning all aspects of its business. The regulatory sphere includes multiple corporate taxation regimes, national and supra-national anti-corruption, fair competition and data privacy laws, as well as applicable environmental regulations and standards relating to the Group’s past and present operations. Failure to comply can lead to complex cross-border claims, litigation, damages, fines, penalties and remediation orders. The Group may be involved in legal proceedings and claims within the ordinary course of business, including legacy claims in relation to businesses that have been acquired or disposed of by the Group. Adverse results in legal proceedings could result in reputational and financial damage, loss of business, and diversion of management time and resources. Links with climate change Climate change and other sustainability regulations are part of the regulatory landscape in which the Group operates. Controls and mitigating activities Cross-functional expertise including Legal, Compliance, Finance, HSE, and Product Stewardship and Regulatory Affairs, supported by external consultants and advisers, actively monitor emerging risks and ensure effective controls over known risks Products are routinely and rigorously compared against the highest standards for safety and regulatory compliance Continuous evolution of the global compliance programme to identify, address, monitor and mitigate compliance risks, including through new processes, training and other activities Insurance programme and risk transfer strategy in place to mitigate potential financial losses Audit Committee and Board exercise oversight through regular reports on all threatened and actual litigation from the Group General Counsel and Company Secretary Employees are subject to a range of policies and procedures setting out required behaviours and standards, and consequences for non-compliance The Ethics and Compliance Council (“ECC”), chaired by the Global Head of Compliance, meets quarterly to monitor the Group’s compliance culture and ensure that ethics and compliance considerations are appropriately weighted in business decisions The Cyber, Data Protection and Information Governance Steering Committee meets regularly to oversee compliance with applicable data privacy laws Regulatory compliance and product stewardship risks continue to be updated by regional teams and reviewed with the Board as new risks and developments arise on ongoing issues The Company takes an active approach to defending claims that are brought against it Developments in year The sale of the Talc business removes from the Group portfolio a product category facing increased regulatory and classification risk, particularly as a result of the 2025 opinion of the European Chemical Agency (“ECHA”) recommending the classification of talc as a category 1B substance (presumed carcinogen) The completion of the Eaglescliffe sale allowed the Group to exit a legacy, non-operational industrial site and reduce its environmental liability exposure Regulatory developments continued to emerge, and the Group monitors these closely to safeguard against interruptions to product supply The revision of EU REACH was delayed due to perceived pressure on companies to manage compliance. Elementis continues to prepare for its implementation The Group continued to work constructively with HMRC on the open tax audit and is seeking to close out certain areas of the audit during 2026. Emerging risks Microplastics are an emerging topic of concern in the EU and other jurisdictions. Elementis is proactively monitoring and preparing for regulatory requirements Cyclosiloxanes are being considered for EU authorisation in 2026. Elementis continually assesses the impacts on its product portfolio and works to maintain compliance Business interruption as a result of a major event or a natural catastrophe Major regulatory enforcement action, litigation and/or other claims arising from products and/or historical and ongoing operations #### Principal risks and uncertainties continued 5 6 ![]() 47 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Link to strategic objective: Movement in year: = Description of risks Failure to adequately protect and preserve intellectual property (“IP”) and proprietary know-how in both existing and new markets could harm the Group’s competitive position. Links with climate change Not applicable. Controls and mitigating activities Active management of the Group’s trademark portfolio via an internal Trademark Committee (“TMC”), attended by the Group’s external trademark advisers and comprising the business segment’s marketing directors, corporate communications and legal teams. The TMC meets regularly to take decisions in relation to the registration of new trademarks and defensive activity in relation to existing trademarks. The TMC is supported by a global network of trademark agents who represent the Group’s interests in all relevant jurisdictions The Group’s Science Director works closely with the legal team and external patent attorneys to ensure emerging inventions are appropriately protected Employees are trained on the importance of appropriate handling and disclosure of proprietary and confidential information The legal team reviews confidentiality agreements entered into by the Group to assess the suitability of the proposed purpose and the duration of the confidentiality obligations. A central record of all confidentiality agreements entered into globally is maintained by the legal team Patent and IP disclosures to keep distinction in new launches and enforcement of proprietary advantage have now become standard practice Contentious IP matters are reported to the Audit Committee and Board The Group’s stage gate system incorporates IP and freedom to operate as requirements to launch new products Developments in year Annual patent portfolio review undertaken to monitor our portfolio and manage out obsolete patents Conducting ‘freedom to operate’ earlier in the innovation process to avoid false starts and potential patent issues with external parties Emerging risks New personnel onboarded in Portugal. Training has been implemented to ensure the Group’s strict guidelines are followed Enforcing IP in certain regions is more challenging – Elementis is developing additional protection mechanisms and procedures to protect existing know-how of our technologies Link to strategic objective: Movement in year: = Description of risks The ability of the Group to compete is highly dependent on its ability to meet the changing needs of customers and keep pace with technological innovations and sustainability trends. New or substitute products and technologies developed by competitors could erode the Group’s ability to compete and lead to declines in sales and market share. Working with local construction teams in Portugal to ensure timely completion of a fully functional and safe laboratory construction. Links with climate change Climate change and increased focus on sustainability drive demand for products with lower climate impacts and more efficient resource use. The Group is increasing the range of products offered with a high naturally-derived material content and is promoting a new non-aluminium-based antiperspirant which delivers similar performance with an improved sustainability profile. Management are assessing the Group’s product portfolio in a systematic way to identify and prioritise further opportunities to improve sustainability. Controls and mitigating activities The global R&D team aims to develop new products and technologies to meet the changing needs of the Group’s sophisticated customers Collaborative relationships with customers and industry formulators ensure efforts are aligned with the latest market trends Use of an innovation tool to manage stage gate process, with systematic prioritisation to deliver high-value solutions for the market The Group’s proprietary hectorite assist in consistent delivery of high-performance innovation Leverage of existing portfolio technologies to enter new market adjacencies where our product performance can deliver additional value Reducing single raw material sources ensures reliable manufacturing to meet customer demand Developments in year 19 new products launched in 2025 Innovation roadmap with strategic partners to leverage existing technologies Supporting production facilities to ensure a second source of key raw materials, and introducing new technologies and new process improvements while ensuring consistency and safety Emerging risks None noted Intellectual property and know-how/protection Portfolio innovation and technology 7 8 ![]() 48 Elementis plc Annual Report and Accounts 2025 #### Principal risks and uncertainties continued Link to strategic objective: Movement in year: = Description of risks The inherent nature of manufacturing activities, such as material handling, production, storage and transport, has wide-ranging occupational safety and process safety risks. Failure to recognise, evaluate and mitigate health and safety risks would leave the Group vulnerable to employee and contractor injuries, lost production time, equipment damage, impact to the community, potential regulatory compliance challenges, and reputational damage. Links with climate change Not applicable Controls and mitigating activities Proactive risk identification – increased audits and inspections, creating more opportunities to detect latent conditions, enforce Corrective and Preventive Actions, and drive a shift towards prevention rather than reaction Leadership accountability – implemented mandatory HSE certification for all site leaders to strengthen accountability and understanding of safety responsibilities Strategic oversight – deployed a global HSE strategy and roadmap aligned with goals and incident trends, supported by meaningful leading and lagging KPIs for performance monitoring Compliance and governance – conducted compliance and insurance audits, root cause analyses, management of change reviews, routine inspections, risk assessments, and reinforced contractor management and work permit processes Enhanced training and standards – continued hazard recognition training and released a global risk assessment standard to ensure consistent safeguarding of identified hazards Process safety and mechanical integrity – executed Phase 2 process improvement plans, continued rollout of global process safety management (“PSM”) standards, assigned PSM champions at each site, and developed champion training modules. Embedded mechanical integrity practices supported by gap assessments, computerised maintenance systems and capital investments to ensure equipment reliability Learning from incidents – systematically applied lessons learned through the Call to Action programme, requiring gap assessments and site-level tracking to ensure accountability and continuous improvement Empowering employees – promoted Stop Work Authority reporting to ensure employees feel confident intervening in unsafe conditions, and enhanced hazard recognition programmes to identify and address risks before escalation Developments in year Improved reporting culture – Stop Work Authority reporting and near-miss reporting increased by 40% and 20%, respectively, reflecting greater employee empowerment and proactive risk identification Enhanced accountability and analytics – strengthened management of HSE and quality incidents through improved action tracking, audit management and regulatory compliance systems Technology-driven prevention – expanded use of digital tools for incident reporting, corrective action tracking and trend analysis to support proactive risk management Global standards implementation – continued development of a global HSE framework aligned with International Organization for Standardization (“ISO”) standards; published and implemented six life-critical HSE standards across all locations Safety engagement and awareness – held the fifth annual Global HSE Week, featuring technical sessions and local activities, reinforcing TogetherSAFE principles Audit and inspection improvements – increased audits and inspections by over 200%, supported by a new audit management system to identify latent conditions and drive prevention Process safety advancements – formalised PSM network with quarterly meetings, global dashboards, and champion training programmes to strengthen technical competence and compliance Embedding safety values – integrated TogetherSAFE into work planning and business processes, supported by the CEO TogetherSAFE Award promoting team safety initiatives Emerging risks None noted Health and safety 9 ![]() 49 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Link to strategic objective: Movement in year: – Description of risks The Group operates in highly competitive labour markets and relies on the expertise and services of talented individuals and teams to succeed. Loss of key people or disruption to teams without timely action could result in disruption to business operations. Links with climate change Employees increasingly wish to contribute to addressing climate change. The Group’s sustainability strategy and commitment to reduce GHG emissions in line with the SBT supports the employee value proposition. Controls and mitigating activities Performance management process for all employees to set goals aligned to key priorities including actions for personal/professional development and employee engagement Career profile tools allowing employees to create a personal profile reflecting their future aspirations Succession planning to build a diverse leadership pipeline. Senior leaders are reviewed annually by the ELT, and the ELT members are reviewed once a year by the Board Measurement of employee engagement to create actionable plans, with all employees surveyed twice a year People manager training and toolkits empowering growth and impact Unlimited access to LinkedIn Learning to allow employees to expand their skills based on their own learning needs, and access to the Gallup Portal for all managers to build skills on employee engagement Flexible working in line with business needs and local market practice Extensive communication to employees globally, regionally and locally Retention packages for key employees Developments in year Updated intranet with enhanced search tools and accessibility Consistent and engaging messaging on Purpose, Winning Differentiators and Values Insider Newsletter issued every two weeks DE&I Council maintained with regional leaders and local champions supplementing global initiatives such as Women in Leadership Engagement survey in collaboration with Gallup revised with additional questions. Surveys continue to be administered twice per year, with feedback provided to all employees Performance management approach continues to focus on balance of task orientation and engagement and development Continued enhancements to succession planning in order to improve internal talent development and progression Finalised transition to the new, post Fit for the Future organisation Systems improvement to aid efficiency Emerging risks None noted People, talent and succession 10 ![]() We delivered resilient results, with profits and margins ahead of last year. Supported by a robust balance sheet and disciplined cost management, we are well positioned to execute our priorities.” 50 Elementis plc Annual Report and Accounts 2025 Revenue $m 2025 2024 Coatings 373.0 386.4 Personal Care 224.5 217.4 Revenue 597.5 603.8 Operating profit $m 2025 Operating profit/(loss) Adjusting items 2025 Adjusted operating profit/(loss) 1 2024 Operating profit/(loss) Adjusting items 2024 Adjusted operating profit/(loss) 1 Coatings 64.7 5.7 70.4 73.5 4.9 78.4 Personal Care 63.4 9.4 72.8 49.3 12.3 61.6 Central costs (19.1) 2.6 (16.5) (26.8) 6.0 (20.8) Operating profit 109.0 17.7 126.7 96.0 23.2 119.2 1 After adjusting items, see Note 5 for detail. The 2024 results in this finance report have been re-presented following the sale of the Talc business. Group results In 2025 revenue decreased to $597.5m (2024: $603.8m), down 1.0% on a reported basis or 1.9% on a constant currency basis, driven by lower volumes in Coatings and mix effects. Reductions in volumes were partially offset by pricing actions. Adjusted operating profit increased 6.3% on a reported basis and 4.6% on a constant currency basis to $126.7m (2024: $119.2m), driven by self-help initiatives and proactive cost management. Reported operating profit was $109.0m (2024: $96.0m), a 13.5% increase on a reported basis; this, combined with lower finance costs in the year, led to a 27.7% increase in profit from continuing operations to $62.3m, compared with $48.8m in the prior year. ### Elevating our performance through financial discipline. Kath Kearney-Croft Chief Financial Officer #### Finance report ![]() 51 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Group results continued Loss for the year of $45.5m is driven by the successful sale of the Talc business for the purpose of refocusing the Group’s strategy, for an amount less than its carrying value. This resulted in a loss on sale of the Talc business of $110.5m. Central costs Central costs are those costs that are not identifiable as expenses of a particular business segment and comprise expenditure of the Board of Directors and corporate head office. Adjusted central costs decreased to $16.5m (2024: $20.8m), largely driven by proactive cost management, including benefits associated with business transformation. Adjusting items In addition to the statutory results, the Group uses APMs to provide additional analysis of the performance of the business. The Board considers these non-GAAP measures as an alternative way to measure the Group’s performance. Adjusting items in 2025 resulted in a charge of $17.6m before tax (2024: $22.6m). The key categories of adjusting items are summarised below. For more information on adjusting items, please see Note 5 to the financial statements. Credit/(charge) $m Coatings Personal Care Central costs Total Business transformation – 0.8 6.7 7.5 Acquisitions and disposals – 0.4 (6.8) (6.4) St. Louis operational transformation 3.5 – – 3.5 Cloud and data transformation – – 2.2 2.2 Early termination of contract 1.9 – – 1.9 St. Louis fire 0.3 – – 0.3 Environmental provisions – – 0.5 0.5 Amortisation of intangibles arising on acquisitions – 8.2 – 8.2 Total charge to operating profit 5.7 9.4 2.6 17.7 Unwind of discount on provision – – 1.1 1.1 Interest on EU state aid receivable – – (1.2) (1.2) Total charged to net finance costs – – (0.1) (0.1) Total charged to profit before tax 5.7 9.4 2.5 17.6 Business transformation Costs of $7.5m (2024: $6.6m) primarily included: $4.4m (2024: $nil) of transitionary costs of the exiting CEO and other related restructuring items; costs of $2.3m (2024: $4.1m) in relation to the Fit for the Future restructuring programme which was announced in September 2023 and completed during 2025; and costs of $0.8m (2024: $1.6m) in relation to the closure of the Middletown plant and preparation of the site for sale. See Note 5 for further detail. Acquisitions and disposals A net credit of $6.4m (2024: cost of $0.2m) was recognised in relation to acquisitions and disposals. This principally included a credit of $6.9m in relation to the gain on sale of the Eaglescliffe site and $0.3m of transaction costs incurred in relation to the acquisition of Alchemy Ingredients Limited. St. Louis operational transformation Costs of $3.5m (2024: $nil) in relation to the transformation programme at the Group’s St. Louis plant in 2025. Cloud and data transformation Costs of $2.2m (2024: $2.1m) include $1.6m (2024: $2.1m) of costs in relation to the data transformation programme due to be completed in 2027 and $0.7m (2024: $nil) of costs in relation to upgrading the Group’s Enterprise Resource Planning (“ERP”) system due to be completed in 2027. Early termination of contract Costs of $1.9m (2024: $nil) were recognised in respect of an early termination fee paid to one of the Group’s contracts. St. Louis fire Costs of $0.3m (2024: $1.3m) were recognised in respect of the fire at the St. Louis plant which occurred in November 2024. These costs relate to the write off of items of property, plant and equipment that were damaged as a result of the fire. Environmental provisions Charges of $0.5m (2024: $1.8m) were recognised in respect of the Group’s environmental provision. The environmental provision is calculated on a discounted cash flow basis, reflecting the time period over which spending is estimated to take place. The movement in the provision relates to changes in discount rates, which have resulted in a reduction of $0.8m (2024: $2.2m), and extra remediation work identified in the year, which has resulted in a $1.3m (2024: $4.0m) increase to the liability. Also included within adjusting items is a charge of $1.1m, within finance costs, in relation to the unwind of the discount on the provision. Amortisation of intangibles arising on acquisitions Amortisation of $8.2m (2024: $8.2m) has been recognised in relation to the Group’s acquired intangible assets. Interest on EU state aid receivable Finance income of $1.2m (2024: $1.2m) has been recognised in respect of interest due to the Group. ![]() 52 Elementis plc Annual Report and Accounts 2025 #### Finance report continued Net finance costs $m 2025 2024 Finance income 0.7 0.2 Finance cost of borrowings (17.5) (20.0) Net finance cost of borrowings (16.8) (19.8) Net pension finance income 1.3 1.4 Unwind of discount on provisions (1.3) (1.5) Interest on EU state aid receivable 1.2 1.2 Interest on lease liabilities (0.9) (1.1) Net finance costs (16.5) (19.8) Net finance costs decreased in the year to $16.5m (2024: $19.8m). Net finance costs comprise interest payable on borrowings, calculated using the effective interest rate method, amortisation of facility arrangement fees, the unwinding of discounts on the Group’s environmental provisions, net pension interest income/expense, fair value movement on derivatives, interest receivable on the EU state aid receivable balance and interest charged on lease liabilities. The decrease in net finance costs is primarily due to the lower finance cost of borrowings as a result of lower interest rates. Net pension finance income of $1.3m (2024: $1.4m) is a function of discount rates under IAS 19, and the value of the schemes’ deficit or surplus positions. The Group’s environmental provisions are calculated on a discounted basis, reflecting the time period over which the spending is estimated to take place. The unwind of discount on provisions of $1.3m (2024: $1.5m) was lower than the prior year due to the sale of the Eaglescliffe site and the related environmental liabilities. Interest on lease liabilities of $0.9m (2024: $1.1m) is a function of the discount rates under IFRS 16, and was lower than the prior year due to reduced lease liabilities. Interest on the EU state aid receivable balance was consistent with the prior year at $1.2m. Taxation 2025 2024 $m Effective rate % $m Effective rate % Reported tax charge 27.6 30.7 25.5 34.3 Adjusting items tax charge (1.6) – (0.8) – Adjusted tax charge 26.0 24.2 24.7 25.5 The Group incurred a tax charge of $26.0m (2024: $24.7m) on adjusted profit before tax, resulting in an effective tax rate of 24.2% (2024: 25.5%). The Group’s adjusted effective tax rate in 2025 decreased due to the closure of an overseas tax audit and the subsequent release of an associated provision. Tax on adjusting items relates primarily to the business transformation expenditure and amortisation of intangible assets, partially offset by an uncertain tax position. See Note 6 for further detail. The medium-term expectation for the Group’s adjusted effective tax rate is around 25%. Earnings per share To aid comparability of the underlying performance of the Group, earnings per share (“EPS”) reported under IFRS is adjusted for items classified as adjusting. 2025 2024 Profit from continuing operations ($m) 62.3 48.8 Adjusting items net of tax ($m) 19.2 23.2 Adjusted profit after tax ($m) 81.5 72.0 Weighted average number of shares for the purpose of basic EPS (m) 583.6 588.9 Effect of dilutive shares options (m) 10.5 11.9 Weighted average number of shares for the purpose of diluted EPS (m) 594.1 600.8 Reported basic EPS (cents) 10.7 8.3 Reported diluted EPS (cents) 10.5 8.1 Adjusted basic EPS (cents) 14.0 12.2 Adjusted diluted EPS (cents) 13.7 12.0 Reported basic EPS and Adjusted diluted EPS were up 28.9% and 14.2% to 10.7 cents (2024: 8.3 cents) per share and 13.7 cents (2024: 12.0 cents) per share respectively, primarily due to the higher profit after tax and adjusted profit after tax figures. Note 9 provides disclosure of EPS calculations, both including and excluding the effects of adjusting items and the potential dilutive effects of outstanding and exercisable options. ![]() 53 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Distributions to shareholders The Board has considered the strength of the balance sheet and the near-term prospects for the business and, in line with the stated dividend policy, recommended a final dividend of 3.0 cents per share (2024: 2.9 cents), which will be paid in pounds sterling, resulting in a full-year dividend of 4.3 cents per share. A dividend of 2.23 pence per share has been determined by converting the 3.0 cents into pounds sterling using the forward rate of £1.00:$1.3482, as determined on 27 February 2026. If approved at the AGM, the dividend will be paid on 29 May 2026 to shareholders included on the share register on 1 May 2026. During the period the Group also undertook a share buyback programme totalling $53.8m. This brings total returns to shareholders in the period to c.$79m. Cash flow As per the statutory cash flow statement, net cash inflow from operating activities decreased to $74.2m (2024: $100.0m), primarily as a result of a higher net working capital outflow, which excludes discontinued operations and is adjusted for foreign exchange impacts and lower net cash flow from discontinued operations of $6.7m (2024: $27.3m), which was partially offset by improved profit from continuing operations. Net cash flow used in investing activities was $7.3m (2024: $37.5m), significantly reduced from the prior year, primarily as a result of the receipt of $52.5m from the sale of the Talc business, made up of $60.2m gross cash proceeds less cash sold of $7.7m, along with a lower net cash flow from discontinued operations of $6.7m (2024: $20.8m). These amounts were partially offset by $11.1m of cash outflow related to the completion of the sale of the Eaglescliffe site, and $20.1m outflow in relation to the acquisition of Alchemy Ingredients Limited. Net cash outflow used in financing activities was $82.4m (2024: outflow $59.8m), up from the prior year in part due to the Group’s share buyback programme ($53.8m). Movements in debt to a net inflow of $2.2m, from a net outflow in 2024 of $34.8m, included the repayment of €142m borrowings as part of the refinancing in May 2025, along with the drawing of a new $110m term, with a maturity date of May 2029. Dividends paid during the year were $25.3m, compared with $18.8m in the prior year. The adjusted cash flow, which excludes the effect of adjusting items from operating cash flow and is therefore distinct from the statutory cash flow referenced above, is summarised below. A reconciliation between statutory operating profit and EBITDA is shown in the APMs section. Adjusted cash flow $m 2025 2024 Adjusted EBITDA 1 149.0 141.7 Change in working capital (21.6) (1.6) Capital expenditure (22.7) (16.9) Adjusted operating cash flow 104.7 123.2 Pension payments (2.3) (0.6) Interest (16.3) (16.8) Tax (22.1) (26.5) Adjusting items (22.3) (29.0) Other 2 (0.7) 0.7 Free cash flow 41.0 51.0 Issue of shares, net of share repurchases (53.8) 0.5 Dividends paid (25.3) (18.8) Acquisitions and disposals 21.3 – Discontinued operations (1.0) 4.8 Currency fluctuations (10.4) 7.3 Movement in net debt (28.2) 44.8 Net debt at start of year (157.2) (202.0) Net debt at end of year (185.4) (157.2) 1 Earnings before interest, tax, adjusting items, depreciation and amortisation. 2 Other includes share-based payments, movement in provisions, movement in derivatives and payment of lease liabilities. Adjusted operating cash flow decreased to $104.7m (2024: $123.2m), primarily driven by higher working capital outflow and higher capital expenditure, partially offset by an improvement in adjusted EBITDA. Adjusting items decreased to $22.3m (2024: $29.0m), primarily due to lower amounts paid in relation to the Fit for the Future restructuring programme, which was completed during the year. Free cash flow decreased to $41.0m (2024: $51.0m), primarily driven by reduced operating cash flow, partially offset by lower cash taxes and lower adjusting items. Acquisitions and disposals includes net cash proceeds received or paid for business acquisitions and disposals. Acquisitions and disposals increased to $21.3m as a result cash received for the sale of the Talc business, offset by net of cash paid for the sale of the Eaglescliffe site and Alchemy acquisition. Net debt increased to $185.4m (2024: $157.2m), an increase of $28.2m, following the acquisition of Alchemy and return of cash to shareholders. Net debt to adjusted EBITDA increased to 1.3x in 2025 on a pre-IFRS 16 basis (2024: 1.1x). ![]() 54 Elementis plc Annual Report and Accounts 2025 #### Finance report continued Balance sheet $m 31 December 2025 31 December 2024 Intangible fixed assets 603.9 585.9 Tangible fixed assets 169.0 338.0 Working capital 132.5 137.4 Net tax liabilities (74.7) (68.3) Provisions and retirement benefit obligations 12.8 (29.4) Financial assets and liabilities 0.3 3.9 Lease liabilities (20.4) (34.7) Unamortised syndicate fees 3.8 3.7 Net debt (185.4) (157.2) Net assets held for sale 2.1 (22.3) Total equity 643.9 757.0 Group equity decreased to $643.9m (2024: $757.0m), primarily driven by lower fixed assets and higher net debt, partially offset the change lower provisions and retirement benefit obligations from a net liability to a net asset. Intangible fixed assets increased by $18.0m, primarily due to the acquisition of Alchemy Ingredients Limited, partially offset by the sale of the Talc business. The decrease in tangible fixed assets of $169.0m primarily relates to the sale of the Talc business. Working capital, which comprises inventories, trade and other receivables, and trade and other payables, decreased by $4.9m. The decrease was driven by the sale of the Talc business, which resulted in lower inventories and receivables at the end of the year, partially offset by lower payables. Provisions and retirement benefit obligations changed from a net liability to a net asset, primarily due to the sale of the Talc business and utilisation of the restructuring provisions. Net debt increased primarily as a result of the share buyback, the impact of the foreign exchange and lower free cash flow, offset by net cash received from acquisitions and disposals. Net assets held for sale changed from a net liability to a net asset of $2.1m primarily as a result of the sale of the Eaglescliffe site. The net asset held for sale relates to the Middletown site. Adjusted ROCE (excluding goodwill) improved to 30% (2024: 29%), reflecting higher adjusted operating profit offset by higher operating capital employed (see the APMs section for more detail). Trade working capital 2025 2024 $m Days $m Days Inventory 142.9 144.2 152.5 117.1 Trade receivables 68.9 40.8 78.1 36.0 Trade payables and accruals (88.6) 92.9 (101.0) 77.8 Total trade working capital 123.2 129.6 Average working capital to sales (%) 23.9 23.4 Total trade working capital decreased to $123.2m (2024: $129.6m). The decrease is primarily driven by the sale of the Talc business, offset by higher inventories post-sale of the Talc business. The higher post-sale of the Talc business inventories was a result a strategic build up of inventories to support growth ambitions and improve customer service experiences, as well as reflecting higher raw material pricing and manufacturing costs. Foreign currency The financial information is presented in US dollars. The main dollar exchange rates relevant to the Group are set out below. 2025 2024 Year end Average Year end Average Pounds sterling 0.74 0.76 0.80 0.78 Euro 0.85 0.89 0.97 0.92 ![]() 55 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information Pensions and other post-retirement benefits $m 2025 2024 UK (19.5) (23.0) US (2.1) (1.2) Other 5.5 5.2 Net (surplus)/liability: (16.1) (19.0) UK plan The largest of the Group’s retirement plans is the UK defined benefit pension scheme (“UK Scheme”), which at the end of 2025 had a surplus, under IAS 19, of $19.5m (2024: $23.0m). The UK Scheme is relatively mature, with approximately two thirds of its gross liabilities represented by pensions in payment, and is closed to new members. The decrease in net surplus was largely driven by actuarial losses on the plan. Company contributions of $nil (2024: $nil) reflect the funding agreement reached with the UK trustees following the 2023 triennial valuation, which concluded in 2024. US plan In the US, the Group reports two post retirement plans under IAS 19: a defined benefit pension plan with a net surplus at the end of 2025 of $5.4m (2024: $4.6m), and a post retirement medical plan with a liability of $3.3m (2024: $3.4m). The US pension plans are smaller than the UK plan. In 2025, the overall surplus on the US plans increased by $0.9m, primarily as a result of employer contributions of $1.2m (2024: $0.4m). Other plans Other pension plans amounted to $5.5m (2024: $5.2m) and relate to pension arrangements for a relatively small number of employees in Germany, certain UK legacy benefits and one pension scheme acquired as part of the SummitReheis transaction in 2017. Financial assets and liabilities The Group uses cash flow hedges to manage exposure to interest rate and commodity price risks, particularly those associated with US dollar and euro interest payments and aluminium pricing. In 2025, interest rate and commodity price movements resulted in a net gain from the hedge transactions of $4.5m (2024: $4.4m) recycled to the income statement. Net financial assets are represented by net derivative financial assets of $0.3m (2024: $3.9m), which relate to the valuation of various risk management instruments. Events after the balance sheet date On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical manufacturing business to ABF for an enterprise value of c.€34m (equivalent to c.$40m). Completion of the transaction is subject to customary closing conditions and regulatory approvals and is expected to occur in Q2 2026. There were no other significant events after the balance sheet date. ![]() 56 Elementis plc Annual Report and Accounts 2025 Going concern The Directors are satisfied that it is appropriate for the Group and the Company to adopt the going concern basis of accounting in preparing these Group and parent company financial statements and that there are no material uncertainties impacting the ability of the Group and Company to continue to operate over a period of at least 12 months from the date of approval of these financial statements. To support this assessment the Directors produced three models, covering a future period of three years from the date of these accounts, demonstrating the position of the Group regarding its two financial covenants, net debt/EBITDA and interest cover, at each measurement period for the 12 months following the date of signing of these accounts and annually thereafter. These models comprised: A base case scenario, aligned to the latest Group annual operating plan for 2026, as well as the Group’s Board approved three-year forecasts A possible downside scenario that assumes the global economic environment is severely depressed over the assessment period A reverse stress test, flexing sales to determine what circumstance would be required to breach the financial covenants No breaches in the required covenant tests were reported during the year, and under both the base case and severe but plausible downside scenarios, the Group is expected to remain within its financial covenants throughout the going concern period. The conditions necessary for the reverse stress scenario to be applicable were deemed to be remote. The Directors also considered factors likely to affect future performance and development, the Group’s financial position, the current excess liquidity position, the high level of cash conversion and the principal risks and uncertainties facing the Group, including the Group’s exposure to credit, liquidity and market risk and the mechanisms available for mitigating these risks. The Group’s net debt position as at 31 December 2025 was $185m. It has access to a syndicated revolving credit facility of $250m, which expires in May 2029, and long-term loan facilities of $50m and $110m which have an expiry date of June 2026 and May 2029 respectively. The Group had further borrowing facilities available to it, aside from the syndicated revolving credit facility (“RCF”) and term loans, of over $10m as at 31 December 2025. In conclusion, after reviewing the base case scenario, the severe but plausible downside scenario and considering the likelihood of the reverse stress test scenario occurring to be remote, as well as having considered the uncertainty relating to the Group’s principal risks and the mitigating actions available, the Directors have formed the judgement that at the time of approving these consolidated financial statements, there are no material uncertainties that cast doubt on the Group’s going concern status for next 12 months and that it is therefore appropriate to prepare the consolidated accounts on the going concern basis. Business viability assessment The basis of the assessment included a detailed review of strategic and operating plans, underpinned by three-year financial forecasts, including profit and loss and cash flows. Consideration was given to capital expenditure, investment plans, returns to shareholders and other financial commitments, as well as the Company’s debt-bearing capacity, its financial resources, borrowings and the availability of finance. No review of business plans and financial forecasts would be complete without a robust assessment of the risks and opportunities in such planning models and the assumptions used. The review included consideration and discussion of the materials prepared and presented to the Board by management and its advisers (where appropriate), as well as additional information requested by the Board. The Board’s programme of monitoring major risks is an important component of the business viability assessment and the financial impact of the principal risks was modelled over the three-year period. Business and segment growth scenarios, rate of return on investments, assumptions on global GDP growth rates, relevant currency rates, and commodity prices in business plans and financial forecasts were all considered, with stress testing on financial models where appropriate. Finally, a review of litigation and tax reports, legal and compliance risks throughout the year and a formal year-end risk review, ensures that the viability statement is made with a reasonable degree of confidence. Principal risks For each principal risk that is deemed to be both permanent and likely to have a high impact, a severe but plausible scenario was considered. In making the business viability statement, the Board reviewed and discussed the overall process undertaken by management and assessed the outcome of the stress testing carried out using the Board approved three-year financial forecast as the base case. The three-year financial forecast considers the Group’s cash flows, interest cover covenant, net debt/EBITDA covenant, and other key financial ratios over the period. These metrics were assessed against the Group risk register to determine the most impactful ones to stress test against. Consideration was also given to the potential impact of the Group’s climate risk scenarios. Business viability statement In accordance with the UK Corporate Governance Code provision 31, the Directors have reviewed the Group’s current position and carried out a robust assessment of the principal risks and uncertainties that might threaten the business model, future performance, and solvency and liquidity of the Group, including resilience to such threats, and consider that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over a period of at least three years. A period of three years was chosen as being consistent with the Group’s business and financial planning models, R&D plans, a number of key supply contracts and requirements for external borrowing facilities. Regarding accessibility to financing, the term loans have an expiry of June 2026 and May 2029 and the RCF has an expiry of May 2029. Elementis has, to date, had a very supportive banking syndicate and due to deleveraging there is now a materially lower requirement for debt financing; as such, the Directors do not believe that there will be any issues in renegotiating lending facilities when necessary. #### Viability and going concern statement ![]() In this section 58 Foreword 59 Governance 60 Materiality 61 Sustainability strategy 62 Environment 75 People 84 Responsible business Reporting approach We have reported with reference to the Global Reporting Initiative Standards (“GRI”) for the period 1 January 2025 to 31 December 2025, and to Sustainability Accounting Standards Board (“SASB”) chemicals sector standards. GRI index: pages 218-219 SASB index: page 220 We continue our internal preparations for compliance to the upcoming UK Sustainability Reporting Standards (“SRS”). Elementis plc and all subsidiaries are outside of the scope of the EU Corporate Sustainability Reporting Directive (“CSRD”). Unless stated otherwise, data relate to our consolidated entities as of 31 December 2025. Data for prior years have been re-presented to exclude the divested Talc operations to ensure year on year comparability. Figures exclude Alchemy Ingredients, acquired late in the year, due to limited integration and data availability. Third-party verification We commissioned TÜV SÜD, an experienced and independent verification body, to verify our 2025 data for GHG emissions (all Scopes), energy consumption, water withdrawal and waste generation. GHG emissions were verified regarding compliance with the DIN EN ISO 14064 1:2019 standard using a reasonable level of verification. TÜV SÜD’s full verification statement is available on our website. Our purpose – unique chemistry, sustainable solutions – is our guide as we strive to use our expertise to contribute improved outcomes for the world. ## Elevate ## Sustainability 57 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Foreword With our updated portfolio and freshly focused strategy, we’ve made some great progress on sustainability matters this year, setting a strong foundation for future progress. Safety and our employee experience remain in high focus, and we achieved zero lost time accidents in the year. We have made excellent progress in reducing environmental impacts, including reduced GHG emissions and environmental intensity. We have set new environmental intensity targets to better reflect our current operations and our validated SBT. In product innovation, our focus is to combine innovative performance with enhanced sustainability benefits. We think this is a more effective and value-generative way to drive towards more sustainable products. We have introduced sustainable portfolio assessment to help measure value generation, and we continue to expand assessment coverage and integration of this information into commercial strategy. We have a strong focus on conducting business responsibly, and we continue to improve the visibility and engagement with suppliers to help support our priorities. Ensuring stakeholders have access to the information they need is crucial. Therefore, we have further expanded our product life cycle analyses (“LCA”s), and are enhancing our internal processes in readiness for updated UK SRS regulations. As detailed in this report, we are delivering on more opportunities arising from sustainability trends. I’m excited to help us deliver on our potential! Phil Blakeman Vice President Global Sustainability 2025 sustainability highlights 0 Lost time injuries (2024: 2) 59% Revenue from natural and naturally derived products (2024: 58%) 14% Lower Scope 1 & 2 emissions vs 2024 4/4 2030 environmental intensity targets met (2024: 2/4) 4.04 Gallup engagement score (2024: 3.91) 57% Renewable/ low-carbon electricity (2024: 24%) Third-party ESG ratings We believe that transparency on risks, actions and data is crucial to demonstrating sustainability improvements, and we support various external rating agencies in their assessment of our performance. In 2025, we obtained EcoVadis Silver, putting us in the top 9% of companies rated by EcoVadis. Our Carbon Disclosure Project (“CDP”) disclosure earned a ‘C’ rating and is available on our website. Our ratings from Sustainalytics, MSCI and FTSE4Good were unchanged from 2024. Relevant SDGs EcoVadis rating Environment Social Sustainalytics rated 1 Silver Medium risk Constituent member MCSI ESG rating 2 Governance ### Elevating our sustainability performance 1 As of September 2025, Elementis received an ESG Risk Rating of 25.7 from Morningstar Sustainalytics and was assessed to be at medium risk of experiencing material financial impacts from ESG factors. In no event the rating shall be construed as investment advice or expert opinion as defined by the applicable legislation. Copyright © 2026 Sustainalytics, a Morningstar company. All rights reserved. This report includes information and data provided by Sustainalytics and/or its content providers. Information provided by Sustainalytics is not directed to or intended for use or distribution to India-based clients or users and its distribution to Indian resident individuals or entities is not permitted. Morningstar/Sustainalytics accepts no responsibility or liability whatsoever for the actions of third parties in this respect. Use of such data is subject to conditions available at www.sustainalytics.com/legal-disclaimers/ 2 The use by Elementis of any MSCI ESG Research LLC or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Elementis by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI. 58 Elementis plc Annual Report and Accounts 2025 ![]() #### Governance Governance of Sustainability and climate Elementis plc has complied with the requirements of UK Listing Rule 6.6.6R(8) by including climate-related financial disclosures consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended disclosures. The climate-related financial disclosures made by Elementis plc comply with the requirements of the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. #### Oversight of our material sustainability topics, strategy, risks and opportunities, and progress against targets is at Board level. Our Board has a diverse set of skills and experience, helping to embed sustainability and climate- #### related considerations into our strategy in a balanced way. At Board level, the standing CEO’s report highlights progress in sustainability (including performance, risks and opportunities relating to safety and people, environmental and climate, and ethics and responsible business topics), with further detailed management updates provided on a biannual basis. This year, these included our updated materiality assessment and our SBT. The governance of sustainability and climate risks and opportunities is integrated into our overall risk management framework, with the Audit Committee having oversight of our materiality process and outcomes and climate risk processes and through management-prepared materials and internal audit reports. Our CEO has ultimate accountability for our strategic response to sustainability, including climate-related risks and opportunities. The CEO and ELT approve the programme for safety and people, environmental and climate, and ethics and responsible business. Progress towards our sustainability-related targets is part of the annual and 3 year performance objectives of the CEO, CFO and other senior management roles. ELT members are responsible for delivering aspects of our sustainability and climate strategy and managing related risks and opportunities. The Board receive regular management updates from our various sustainability topic councils (detailed in the following sections). The ELT provide senior-level support to these councils as they progress their respective agendas. #### Our topic-specific councils help turn strategy into action.” Phil Blakeman Vice President Global Sustainability Remuneration Committee Incorporating non-financial targets into executive remuneration Audit Committee Monitoring reporting, internal and external audit and controls CEO & Executive Leadership Team Responsible for implementing Group policies, risk management performance, identifying principal risks and ensuring that resources are allocated for effective risk management and mitigation Sustainability Topic Councils Embedding strategy and action Working groups Implementing improved processes and actions Internal Audit Assurance over the effectiveness of mitigating controls Risk and Control Management Monitoring risks and embedding controls Board Overall sustainability- and climate-related risks and opportunity management as well as provides oversight to management 59 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Double materiality assessment outcome Our reporting focuses on material sustainability-related topics throughout our value chains. We use the principle of double materiality to identify these topics, taking into consideration both impact and financial materiality. The Board is responsible for ensuring that the outcome of the materiality process is incorporated into our overall business strategy. The Audit Committee is responsible for ensuring that the double materiality process is conducted appropriately, and for reviewing the details of material impacts, risks and opportunities. We review our materiality assessment annually. In 2025, we updated our double materiality analysis to better reflect Elementis after the divestment of the Talc business. We also took the opportunity to align our assessment with the double materiality methodology described in the EU CSRD. Based on current scoping thresholds for both EU-based subsidiaries and third-country corporate group reporters, Elementis does not fall into scope of the CSRD. Nevertheless, we considered it useful to implement its detailed approach for conducting a double materiality assessment. The process for updating our materiality assessment was as follows. With the support of consultants Nexio, we screened published stakeholder information from the full value chain (including from significant customers, key suppliers, and a selection of peers), a selection of investor and third-party ratings frameworks, reporting regulations, and our own prior materiality assessment and annual reports to generate a long list of potential material topics. We then engaged internal subject matter experts to consider our entire value chain and identify which of these topics were potential or actual impacts and current or anticipated financial risks or opportunities. With these experts, we scored each impact on its scale and scope. Negative impacts were additionally scored on irremediability, and potential impacts were additionally scored on likelihood. Financial risks and opportunities were scored on gross magnitude and likelihood and made consistent with our enterprise risk process scoring. Finally, the scores for each topic were compared to the materiality threshold agreed with our CFO and Audit Committee – this threshold assigned a higher weighting to negative impacts. The process and outcome of this assessment were reviewed by the ELT and the Board. The Audit Committee reviewed additional detail on the process and outcome, including changes from our prior assessment. Additionally in 2025, we engaged Deloitte to assess the limited assurance readiness of our materiality process. This has provided a solid basis for future non-financial assurance. The materiality outcome is summarised in the table. As a specialty chemicals manufacturing business, climate, other environmental topics, resource flows and our own workforce are material. Certain environmental and human rights topics in our supply chains are material. Because our additives may also be part of a finished consumer good, some downstream topics are also material. Material impacts, risks & opportunities (summarised at sub-topic level) Impact materiality Financial materiality Environment Climate change adaptation Climate change mitigation Energy Pollution of air, water, soil Substances of concern/very high concern – Water Biodiversity loss – land use change & degradation Resource inflows Resource outflows – Waste – Social Working conditions – own workforce Equal treatment and opportunities – own workforce Data privacy – own workforce Working conditions – value chain workers Equal treatment and opportunities – value chain workers – Forced or child labour in the full value chain Community economic, social and cultural rights – Consumer safety Consumer & end user access to product and company information Addressing sustainability demands across diverse markets – Governance Corporate culture – Animal welfare – Supplier engagement and management Anti-corruption and bribery Trade sanctions and export controls – Negative potential or actual impact Positive potential or actual impact Current or anticipated financial risk Current or anticipated financial opportunity #### Materiality Songjiang, China 60 Elementis plc Annual Report and Accounts 2025 ![]() #### Sustainability strategy #### Sustainability elevating Elementis Sustainability opens new opportunities for us to accelerate growth. We capture these opportunities #### by responsibly leveraging our core strengths while lowering our negative sustainability- related impacts and risks. #### In this way we: become the first choice for our customers; lower our environmental and social negative impacts; lower #### our resource use; and ensure we are a safe, engaging place to work. Sustainability and our core strengths Hectorite A natural mineral, hectorite brings high rheological performance to many of our product lines, allowing our customers to use fewer resources and materials while unlocking exceptional in-use performance for end products. We responsibly access hectorite from our mine in California, US (see page 74). Rheology Our expertise allows us to design additives that alter the rheological properties of a wide variety of formulations. Importantly, we can tailor our additive solutions to help enable customers to deploy more sustainable formulations, such as water-based instead of solvent-based, or to use safer chemicals. Formulation By using our expertise in rheology, we help our customers create high-performing formulations and products that improve in-use efficiencies. For example, smooth and even flow improves application efficiency of products from sunscreen to paints. An increased thickening power improves the stability of adhesives even before they dry and cure, lowering waste. These effects mean end-users can save on resources, materials, time and money. Improving our sustainability In March 2025, we received validation for our GHG emission reduction target from the SBTi (see page 64). Our SBT helps us focus our actions on our largest emission hotspots. Our operational environmental intensity targets, support our energy and resource efficiency improvement activities. To help shape our future product portfolio, we continue to expand both sustainability portfolio assessments and LCAs. These tools support our customer communications and help capture opportunities by quantifying the sustainability benefits our new products can bring. We also are working to improve management of supply chain ESG risks through a combination of risk assessment and direct supplier engagement. We cannot deliver our strategy without our people, and we continue to look after them with our comprehensive safety improvement programme and employee engagement initiatives, and by ensuring everyone can benefit from our employee value proposition of ‘Connect, Grow and Make an Impact’. We are committed to conducting our business safely, responsibly and in compliance with all applicable laws. We require our business partners to operate similarly. Our corporate values and global Code of Conduct guide our actions and decisions. We respect internationally recognised human rights – our Board of Directors approves our annual Modern Slavery transparency statement, available on our website. We support the United Nations Sustainability Development Goals (“UN SDG”) and are a signatory to the United Nations Global Compact (“UNGC”) – our annual communication on progress is available on their website. Reducing our GHG emissions per revenue intensity Since 2019, Elementis has transformed our portfolio, divesting non-core businesses to become a focused specialty chemicals business. Through a combination of divestment, decarbonisation and energy efficiency, our combined Scope 1 & 2 (market-based) emissions intensity per dollar revenue improved from 400 in 2019 to 94 in 2025. This is driven by an 84% drop in our Scope 1 & 2 (market-based) emissions – from 349,288 to 56,385 tonnes CO 2 e – while revenues only shrank 31% during this period. 400 439 316 287 88 104 94 Annual GHG/m$ revenue intensity 2019 2020 2021 2022 2023 2024 2025 Divestment and acquisitions We divested our Talc business in 2025 and our Chromium business in 2023. The graph on this page includes divested businesses to illustrate divestment impacts. However, for the rest of this report we have re-presented non-financial data to cover consolidated entities as of 31 December 2025. We acquired Alchemy Ingredients in November 2025. A preliminary assessment indicates it has a non-material contribution to our non-financial data. We have excluded Alchemy data from this year’s non-financial report while we integrate the business. 61 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Lowering negative impacts on the environment is a critical part of a sustainable society. At Elementis, we are committed to playing our part to ensure a sustainable future for people and the planet. We are committed to minimising the impact we have on the environment in our operations and our entire value chain. We plan to achieve this by minimising GHG emissions and ensuring resources are used as efficiently as possible. We also work to mitigate risks and take opportunities arising from concerns related to climate change, chemical pollution and toxicity, and resource consumption. We expect our suppliers to have the same approach, and we work with them to find ways to deliver better products for our customers. 2025 Environment highlights Combined Scope 1 & 2 (market-based) (tCO 2 e) -14% vs 2024 SBT baseline Waste sent to third parties intensity (m 3 /tonne production) -17% vs 2019 baseline Energy from fuels intensity (GJ/tonne production) -29% vs 2019 baseline Electricity from renewable/ low carbon sources (%) 57% (2024: 24%) Water withdrawal intensity (m 3 /tonne production) -22% vs 2019 baseline Number of 2030 environmental intensity targets achieved 4/4 (2024: 2/4) ### Environment CASE STUDY Our first on-site solar power installation As part of a multi-year investment in upgrading and improving site operating efficiency, Anji, China became the first Elementis site to install rooftop solar panels. Working with a local partner, roofs were strengthened and panels installed with zero capital cost to Elementis. We purchase the power at a discounted price, with any unused power sold back to the grid by the local partner. 17% of Anji site electricity generated by on-site solar in 2025 62 Elementis plc Annual Report and Accounts 2025 ![]() Targets We have made excellent progress against the minimum linear pathway for our SBT, despite increased production volumes. Scope 1 & 2 benefitted from increased clean electricity purchases and energy efficiency gains. Our Scope 3 emissions reduced in line with our SBT target. See page 70 for further details. We met all four of our environmental intensity targets in 2025 (2024: two). Even though tonnes production increased by 7.6%, energy from fuels, water withdrawn and waste generated all dropped in absolute terms compared to 2024, reflecting the excellent work of our site teams and resulting in lower intensities per tonne of production. With good progress made, significant divestments, and changes at sites, we have updated our environmental intensity targets. Future reports will use a 2024 baseline year (currently 2019) and a 2034 target year. With our SBT driving our decarbonisation plans, we will no longer set a GHG intensity target. To reflect the importance of electricity in our future energy mix, we will change our energy from fuels intensity target to total energy intensity. Water withdrawal and waste sent to third parties also remain material topics for us. Our new intensity targets are to reduce: total energy used by 25% water withdrawals by 20% waste sent to third parties by 35% per tonne production by 2034, from a 2024 baseline. 2025 saw good performance against these new targets. The tables on pages 214-215 show the year-on-year performance. Baseline Target -59% 2025 2034 2024 Baseline Target -35% 2034 2024 2025 Water withdrawal (m 3 /tonne production) Scope 1 & 2 (tCO 2 e/tonne production) Energy from fuels (GJ/tonne production) Waste (tonne/tonne production) Reduction in Scope 1 & 2 GHG emissions Reduction in Scope 3 GHG emissions\* -20%-14% -3% -12% -8%-11% 0.4 Baseline 0.58 Target 0.43 2025 2030 2 019 5.2 Baseline 7.23 Target 5.78 2025 2030 2 019 0.13 Baseline 0.161 Target 0.145 2025 2030 2 019 9.2 Baseline 11.82 Target 10.63 2025 2030 2 019 Performance (% change vs 2024 and historic performance chart from baseline year) 25% combined Scope 1 & 2 (market-based) emissions 10% water withdrawal 20% energy from fuels 10% waste sent to third parties 2030 environmental intensity targets 59% Reduction in Scope 1 & 2 emissions 35% Reduction in Scope 3 emissions\* Science-based target \* Only the Scope 3 emission categories included in our SBT – see table on page 64. 63 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Environment continued Environmental governance The Board oversees our environment and climate-related strategy and reviews progress against our climate targets with quarterly written updates. The Audit Committee has oversight of our climate-related risks and opportunities process through management- prepared materials. The Vice President Global Sustainability drives our overall environmental sustainability strategy, providing the Board and ELT with formal updates biannually, and chairing the Environmental Sustainability Council (“ESC”). The ESC meets monthly, reviewing progress and identifying further actions on environmental and climate-related topics. Climate We are committed to addressing our contribution to climate change by reducing GHG emissions from our operations and supply chains, and by improving the environmental footprint of our products with innovative designs. We also work to make our operations and supply chains more resilient and agile to minimise disruption from the uncertain localised effects of climate change. Our ambition is to reach Net Zero by 2050 at the latest. Additional details on our SBT Target set Target progress Target details GHG emissions reduction target Target year Target reduction (%) Target emissions (t CO 2 e) Progress (%) Progress (t CO 2 e) Base year Base year emissions (t CO 2 e) Biogenic CO 2 Gases covered Scope 3 categories covered Fraction of Scope emissions included (%) Scope 1 & 2 (market-based) 2034 58.8 27,019 14.0 9,196 2024 65,581 Y CO 2 , CH 4 , N 2 O, HFCs, PFCs, SF 6 , NF 3 – 100 Scope 3 2034 35.0 234,129 3.3 11,883 2024 360,199 Y CO 2 , CH 4 , N 2 O, HFCs, PFCs, SF 6 , NF 3 Purchased goods; Upstream transport and distribution; Waste generated 80.1 Validated Science-Based Target In March 2025, we received validation of our SBT from the SBTi. Our SBT ensures that our emission reduction activities align with the 2015 Paris Climate agreement, and supports us in taking further action to access opportunities arising from the climate transition. Our SBTi validated SBT is as follows: Elementis plc commits to reduce absolute Scope 1 & 2 GHG emissions 58.8% by 2034 from a 2024 base year. Elementis plc also commits to reduce absolute Scope 3 GHG emissions covering purchased goods and services, upstream transportation and distribution and waste generated in operations 35% within the same timeframe The table below provides more detail. Performance against our SBT is incorporated into the remuneration package for our CEO, CFO and other senior executives (see pages 124-125). Our plans to achieve our SBT are detailed on pages 65-66. In 2025, we lowered Scope 1 & 2 emissions by 14.0%. Scope 3 emissions decreased by 3.3%. For more details on our progress, see pages 63-65. A validated SBT ensures we are working to secure sustainable growth, elevating Elementis through better products and #### improved impacts.” Luc van Ravenstein CEO Anji, China 64 Elementis plc Annual Report and Accounts 2025 ![]() Climate transition strategy Our priority is to minimise emissions in line with our SBT and Net Zero ambition before using high-quality carbon credits for remaining hard-to-abate emissions. Scope 1 reduction Each of our facilities is different, and each has developed a high-level ten-year plan identifying individual projects that could be executed to partially or fully decarbonise specific processes or equipment. Identified levers include energy- efficiency improvements, such as heat recirculation, equipment electrification, and limited use of renewable fuels (such as hydrogen and biofuel). We must lower our Scope 1 emissions by around 32% through a combination of these levers to meet our SBT (assuming 100% low-carbon electricity). 95% of our Scope 1 emissions are associated with natural gas, mainly used to dry our products, and generate steam to heat reactions. Page 66 indicates some of the exploratory actions we are taking at our Livingston, UK facility. Scope 2 reduction We plan to maximise certified renewable electricity purchases within the timeframe of our SBT. This is especially important given that we think electrification of fossil-fuel-based processes is a key opportunity for Scope 1 reductions. We are actively investigating options for power purchase agreements and renewable electricity certificates for our Taloja, India facility. This year, we have secured Renewable Energy Certificates (“RECs”) that cover 100% of our US electricity consumption, and Green Electricity Certificates (“GECs”) that cover 100% of electricity consumption at our Anji, China facility. Taiwan – which represents 14% of our remaining Scope 2 (market-based) emissions – is currently the most challenging market for us to access high-quality, affordable zero-emission electricity certificates. Scope 3 reduction Our plans to reduce Scope 3 emissions include increasing our use of bioderived chemicals instead of petrochemicals, further optimising our transport networks, and minimising or repurposing our waste. We also plan to increase our engagement with key suppliers to collaborate on ways to reduce emissions from specific supply chains. This includes utilising supplier-specific product carbon footprint data for the goods and services we purchase. We are also dependent on the decarbonisation of certain industry sectors, such as transportation and chemicals. Our emission reduction plans are further dependent on our production volumes and mix. Volume sensitivity can be minimised by focusing on solutions which create large reductions in emissions. Mix effects can be minimised by focusing efforts on the products and value chains in our business strategy that have the highest volumes and growth. Elementis enhances product sustainability with lower-impact materials, bio-based solutions and more efficient, #### low-emission manufacturing.” Nuno Barbosa Director, Coatings R&D % reduction -59% Zero-emission electricity Fuel efficiency Electrification Renewable fuels % reduction in Scope 1 & 2 (market-based) emissions 2024 B a seline 2034 SBT % reduction -35% 2024 Baseline Product design & sourcing choice Chemical industry change Transport network optimisation Transport industry change Elementis waste reduction 2034 SBT % reduction in Scope 3 emissions 65 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Achieving our Net Zero ambition Beyond our SBT and heading towards Net Zero emissions, we recognise that to decarbonise more of our own high- temperature processes – and those at our suppliers – our transition is increasingly dependent on commercialisation of new technologies coupled with robust emission attribute certificate schemes. We would need such technologies and schemes to be available in the global locations where we operate in order to meet the emissions reductions required for a science-based Net Zero target under the SBTi framework (itself currently undergoing a refresh). We follow technology and certificate scheme evolution via various forums and industry networks. Because these technologies and certificate schemes are not yet mature, we take a pragmatic position, where our SBT drives our medium-term actions to lower emissions in line with the Paris agreement, while also allowing time for new technologies and standards outside our control to develop further. We expect our Net Zero ambition to cover Scope 1 & 2, and we leave open the possibility of including Scope 3 as our approach, global markets and international standards evolve. Climate scenarios To help us with our climate planning, we conducted an annual climate scenario analysis. We use climate scenarios defined by the Network for Greening the Financial Systems (“NGFS”). NGFS is internationally recognised for its work to advance climate science and contributes to the Intergovernmental Panel on Climate Change (“IPCC”). NGFS has defined seven future scenarios that explore possible economic and financial impacts of climate change. We selected three of these scenarios for analysis – Net Zero 2050 (“NZ”), Delayed Transition (“DT”) and Current Policies (“CP”). NZ and CP represent very clear outer boundaries of climate futures, allowing us to clearly differentiate how we consider risks. We expect DT to be a more likely description of the future than NZ or CP. These scenarios are summarised in the table below. We used the latest NGFS update (November 2024) in our scenario analysis. We annually review our material climate risks with internal functional leaders, informed by the different climate scenarios. This allows us to identify new or obsolete risks. It also allows us to create a comprehensive picture of potential climate-related risks and opportunities in each scenario, and the dynamics over three time horizons: short term (2026-2028, our three-year business plan period); medium term (2029-2034, covering our SBT timeframe); and long term (beyond 2035, reaching our 2050 Net Zero ambition). With the functional leaders, we also assess the impact of these risks over these time horizons in each of the three climate scenarios using our enterprise risk scoring framework. Investigating future Scope 1 reduction options Strategically important, our Livingston, UK facility manufactures a wide range of our core product lines, including hectorite- related products. The facility is already running on low-carbon electricity and has a well-established energy efficiency programme. But to help reach our SBT, we must replace natural gas consumption with alternative technologies. It is the ideal location for our investigation of different decarbonisation technologies. Some of the options we are exploring include: 1) Process electrification We are undertaking a feasibility study with our technology partner Exergy3 to introduce electro-thermal energy storage. This would supply high-temperature heat on demand from electrical energy stored in a ceramic module. The technology would allow us to time-shift energy use to when electricity is lowest-carbon and lowest-cost. 2) Biogas We are working to understand cost, certificate quality and GHG accounting rules related to the purchase of biogas certificates. 3) Hydrogen The facility is in an area where potential hydrogen infrastructure is in development. We have joined a consortium convened by Scottish Gas Networks to help us monitor developments. We expect we need to deploy a combination of these technologies – and others – to reach Net Zero, with different technologies and timeframes applicable across our global locations. By investigating proactively, we increase our ability to make decisions in good time, and scale suitable technologies across Elementis facilities. #### Environment continued Livingston, Scotland 66 Elementis plc Annual Report and Accounts 2025 ![]() We initially assess climate risks through a global perspective before bringing in sector- specific or geographically local considerations as necessary. Why they are important to us, our risk assessment score and our strategy to mitigate them are described in this section. These impacts should not be considered as forecasts – we use these calculations to understand a range of potential futures and use them to inform our strategy and tolerance to different climate risks. Overall, our short- and medium-term planning includes actions to ensure we take climate- related opportunities and manage risks, including in: Marketing, to allow early identification of customer and consumer trends and opportunities Our innovation pipeline and supply chain management, to deliver new products with both improved performance and sustainability impacts Operational activities, such as energy- efficiency and decarbonisation projects Climate change is one of the defining challenges we are facing this decade. In operations, we are focusing on energy, water, and waste efficiency improvements to contribute to minimising climate change risks. Climate change could have profound impacts on ecosystems, health, infrastructure, and the economy.” Sílvia Pancotti Plant Manager (Palmital, Brazil) NGFS scenario descriptions Characteristic Net Zero 2050 Delayed Transition Current Policies Summary Limits global warming to 1.5°C through stringent climate policies and innovation, reaching Net Zero CO 2 emissions around 2050. Global annual emissions do not decrease until 2030. Strong policies are then needed to limit warming to below 2°C. Negative emissions are limited. Only currently implemented policies are preserved, leading to higher physical risks. Policy ambition 1.4°C 1.6°C 3°C+ Policy reaction Immediate and smooth Delayed None Technology change Fast Slow then fast Slow Carbon sequestration Medium then high use Low then medium use Low use Regional policy variation Medium High Low Material climate-related risks Risks Carbon pricing Raw material supply/prices Access to renewable electricity Water scarcity Extreme weather events Customer demands Consumer trends Investor demands Energy prices Also provide us with opportunities Based on this assessment, we believe our strategy is fundamentally resilient to market dynamics in different climate scenarios (including a 1.5°C Net Zero scenario) over the short, medium, and long term, and provides a solid foundation to capitalise on climate-related opportunities. Risk management Our climate risk management approach is incorporated into our enterprise risk management framework (detailed on pages 40-43). All climate-related risks identified are included in our Group risk register. Some of these climate risks (for example, extreme weather events) also contribute to specific principal risks. The Audit Committee and Board have oversight of our climate risk and internal controls through management-prepared materials. Our CEO is responsible for our strategic response to climate-related risks and opportunities. To ensure we do not over- or under-emphasise climate-related risks in relation to other enterprise risks, we use the same risk impact scoring framework as for our enterprise risks. We annually reassess our climate-related risks under each scenario and timeframe with our functional leaders. Risk mitigations are monitored by the ELT and delivered by ESC-coordinated working teams or directly by functional teams. The divestment of the Talc business in May 2025 had minimal impact on the outcome of our climate risk assessments. Metrics and targets We have a range of established metrics and targets that we use to address our climate- related risks and opportunities. The table on page 71 shows which of these are relevant for each of our climate-related risks. 67 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Consumer trends Investor demands Description and potential impacts Consumers change buying habits to lower- consumption or to lower-impact products than we offer, resulting in lower revenues. Additionally, technology or regulatory developments may alter the consumer market for certain end-use applications that contain our products. For example, we see opportunity for biobased products due to increased consumer demand for increased natural (non-fossil) content. Conversely, our organoclay additives for fossil fuel drilling applications can have medium- and long-term exposure to lower demand for fossil fuel. In 2025, this business comprised 7.8% of our revenues (2024: 7.2%). In the scenarios, primary energy demand from fossil fuels drops 29% (DT) and 59% (NZ) by 2040, decreasing further in later years. Positively, we also see opportunities for these products in drilling for clean geothermal energy. Strategic mitigations Innovate to ensure we are well positioned to address new market trends Target growth opportunities in application areas not exposed to fossil fuel consumption Further increase our naturally-derived content in products Description and potential impacts As part of their own climate response and portfolio management, our investors place capital in companies with better sustainability and climate credentials, increasing our cost of capital or potentially limiting our capability to invest in the business. Conversely, if we are better than other companies for climate and sustainability, we may attract more investment and a lower cost of capital. Strategic mitigations Clearly describe how our business strategy responds to commercial opportunities driven by climate change Clear disclosure of our climate risk mitigation strategy, metrics and progress Progress on our SBT and strategies to achieve our Net Zero ambition Engage with investors and third-party rating agencies to ensure we are fairly assessed on ESG 1 Impact scores are estimated using the same criteria as defined in our corporate risk process. Carbon pricing Customer demands Description and potential impacts A high carbon price on our direct emissions is introduced in the NZ and DT scenarios. For each scenario, we use the average carbon pricing from the three NGFS models multiplied by our assumed emissions to give us a theoretical cost of carbon. Assuming we decarbonise Scope 1 & 2 in line with our SBT, this gives a highest theoretical annual cost of $16m around 2030 (NZ) or $4m around 2035 (DT), before decreasing in later years. The impact score table shows scores assuming we follow our SBT pathway. If we do not decarbonise at all and our emissions grow linearly at 1.5% of 2024 levels, the annual cost could reach $32m (NZ) or $14m (DT) by 2035, and continues to increase in later years. Additional costs would also be expected from our suppliers passing on any such carbon pricing to which they are subject. Strategic mitigations A validated SBT supports our continued emission reduction actions Continue energy-efficiency and decarbonisation projects Increase low-carbon electricity purchases CAPEX investments Product pricing adjustments Description and potential impacts As part of their own climate response and to lower their own Scope 3 emissions, our customers preferentially source products with lower climate impacts than we offer, resulting in lower revenues. We are asked about our climate strategy and product carbon footprint by customers spanning all sectors and geographies that we serve. Therefore, we see opportunities for lower-impact products from both our current portfolio and our innovation pipeline (such as biobased products), regardless of the scenario. Conversely, not meeting customer expectations, even in the short term for all scenarios, brings a high risk of limiting our business. Strategic mitigations Climate and sustainability benefits described in our product marketing New product innovations Our validated SBT helps us reduce GHG emissions across all emission Scopes Increase coverage of product LCAs Risk type: Transition Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Scenario Impact score 1 in horizon Short Medium Long CP NZ DT #### Environment continued 68 Elementis plc Annual Report and Accounts 2025 ![]() 1 Impact scores are estimated using the same criteria as defined in our corporate risk process. Energy prices Description and potential impacts A high energy price causes a significant increase in operating costs, making us uncompetitive. Energy prices increase in all scenarios, with natural gas becoming relatively more expensive compared with electricity in the long term (especially in the DT and NZ scenarios). Electrification is a key lever for our decarbonisation strategy. In the DT scenario, assuming that by 2035 we electrify 50% of our natural gas consumption: (a) if it is twice as energy efficient, operating energy costs are 8% higher compared to remaining with the same energy mix as in 2024; (b) if it is three times as energy efficient, energy costs are 3% cheaper by 2035; and (c) if there is zero gain in efficiency, energy costs are 43% more expensive by 2035. Strategic mitigations Energy purchase strategy that balances spot, hedged and contracted purchases Management of energy supplier contracts Energy efficiency projects, including equipment upgrades and process optimisations. Risk type: Transition Risk type: Transition and Physical Access to renewable electricity Description and potential impacts Access to renewable/low-carbon electricity is crucial for us to progress our emission reduction plans. If demand outstrips supply, we may find it too costly to use renewable electricity, impacting our competitiveness. In addition, local market structures may not enable cost-effective purchases, such as we currently experience for our Hsinchu, Taiwan facility. Strategic mitigations Investigate renewable/low-carbon electricity supplies with multi-year contracts Assess opportunities to build additional capacity exclusively for our use Purchase a mix of renewable and nuclear emission certificates to secure low-carbon electricity at a balanced price Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Raw material supply/prices Description and potential impacts Key raw materials have lower availability (leading to higher prices) due to a) low availability of and/or high demand for materials with lower carbon footprints, or b) climate-related weather disruptions in the supply chain (for example, production interruption or logistics challenges). This could damage our ability to fulfil orders, potentially lowering revenues or increasing our cost base, particularly in the long term under the CP scenario. Strategic mitigations Qualification of multiple suppliers Inventory management Encourage climate resilience actions at key suppliers Scenario Impact score 1 in horizon Short Medium Long CP NZ DT We are reducing energy consumption and emissions through targeted equipment upgrades, process optimisation, and improved monitoring. These efforts are already delivering measurable improvements. We will keep building on this momentum by investing in long-term solutions that strengthen sustainability and drive a more efficient operation to deliver lasting value.” Scott McLean Continuous Improvement Engineer (Livingston, UK) 69 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() 1 Impact scores are estimated using the same criteria as defined in our corporate risk process. Water scarcity Extreme weather events Description and potential impacts Our sites could be disrupted by lack of access to clean, fresh water for manufacturing products, leading to delayed order fulfilment and potentially lower revenues. We assess each of our sites for physical risks, in discussion with local site leaders. Our sites in high water stress locations are already designed with this risk in mind. Due to this built-in resilience and the location of our sites, we envisage low impacts across all scenarios, even in the longer term. Strategic mitigations Projects to minimise water withdrawal and improve water and effluent management Five sites have access to their own on-site borehole as primary water supply Description and potential impacts Elementis sites could be disrupted or damaged due to weather-related factors, leading to delayed order fulfilment and potentially lower revenues, while increasing our cost base for repairs/prevention. We assess each of our sites for extreme weather risks in discussion with local site leaders. None of our sites are exposed to riverine flood risk or coastal erosion – our main risks come from storms and temperature extremes. Sites are already designed with these risks in mind. In the long term, we see potential for increased impacts in CP and DT scenarios. Strategic mitigations Continuous investment in maintenance and extreme weather adaptations at sites Ability to manufacture products at more than one location Supply chain and inventory management to cover shorter-duration disruptions Risk type: Physical GHG emissions Our priority is to reduce absolute levels of emissions – which is better for the planet and all our stakeholders – and this is a focus of our climate strategy to be Net Zero by 2050. Our SBT helps keep our focus on emission reductions over the medium term. Our GHG emissions footprint is detailed on pages 72 and 213-214. Overall, our combined Scope 1 & 2 (market-based) emissions decreased by 14.0% vs 2024, ahead of the linear reduction path (5.9% of 2024 baseline emissions per year) defined by our SBT. This was driven by: (a) increased purchases of low-carbon electricity certificates; (b) the use of renewable biodiesel at our mine in Newberry Springs, US; and (c) energy efficiency projects. We saw a 4.1% decrease in Scope 1 emissions vs 2024, primarily due to 2.9% lower natural gas consumption across multiple sites as our focus on efficiency brings results, and the use of renewable biodiesel at our hectorite mine. Our Scope 2 (market-based) emissions decreased by 27.7% vs 2024 (location-based emissions decreased by 2.4%). We significantly expanded our purchases of renewable electricity to all sites in the US and Anji, China. Anji also benefitted from our first installation of installed rooftop solar panels. These dynamics mean our combined Scope 1 & 2 (market-based) emissions intensity decreased 20.1% to 0.41 tCO 2 e/tonne production (2024: 0.51), meeting our 2030 target. Elementis is not in scope of any government- mandated emission trading schemes (“ETS”s). Scope 3 categories included in our SBT are Purchased Goods (raw materials and packaging only), upstream transport and distribution, and waste generated. Our 2025 emissions for these categories were 3.3% lower compared with 2024. This is close to the linear reduction path (3.5% of 2024 baseline) defined by our SBT. Our single largest contributor is purchased aluminium ingots used in our antiperspirant actives, with 75,176 tonnes CO 2 e (2024: 76,074). Emissions from Purchased Goods decreased 2.0% vs 2024 – despite a 7.6% increase in production volumes in the year. Upstream transport and distribution emission decreased 15.3% vs 2024. Waste Generated emissions were 4.7% higher vs 2024. We employed a consistent calculation methodology, meaning these performances are due to a combination of product mix, operational efficiency improvements, and global system changes reflected in database-sourced emission factors. Our Scope 3 breakdown can be found on pages 72 and 213-214. Our GHG emissions methodology summary can be found on page 212, and a more detailed document is available on our website. In 2026, we plan to continue our energy efficiency projects (see page 71) and continue to investigate emerging Scope 1 reduction options (see page 66). For Scope 2 reduction, we will also make further progress on our strategy to procure increased amounts of renewable or low-carbon electricity in our Asia sites. This is particularly important for Taloja, India, which is our single largest contributor to our Scope 2 emissions. For Scope 3 reduction, we continue to focus on our key emission hotspots, such as reducing the contribution of aluminium, introducing innovative biobased raw materials and improving transport efficiencies. Scenario Impact score 1 in horizon Short Medium Long CP NZ DT Scenario Impact score 1 in horizon Short Medium Long CP NZ DT #### Environment continued 70 Elementis plc Annual Report and Accounts 2025 ![]() Climate-related targets and metrics Climate-related risk SBT 2030 intensity target Business metric Scope 1 & 2 GHG emissions Energy from fuels Water withdrawn Waste sent to third parties Renewable electricity Natural content of products New products launched Carbon pricing Customer demands Consumer trends Investor demands Raw material supply/prices Access to renewable electricity Energy prices Water scarcity Extreme weather events Related emission scope 1, 2, 3 1, 2 1 3 3 2 3 3 Additional information Page 64 Page 70 Page 71 Page 73 Page 74 Page 71 Page 39 Page 27 Energy We recognise that responsible usage of energy (whatever the source) reduces demands on resources and infrastructure and helps lower our costs and emissions. We have set a target to reduce the intensity of our energy use (see page 63). In 2025, 95% of our energy from fuels came from natural gas (2024: 93%), primarily used for steam generation and product drying. In 2025, sites continued to improve energy efficiency, for example: Our Anji, China site, became our first site to install rooftop solar panels. Since being connected in April 2025, the panels have generated 412 MWh of electricity, 17% of the site’s total electricity consumption Anji also replaced a biomass boiler with a more efficient, less polluting natural gas boiler An upgrade to a heat exchanger on a large dryer flue in Livingston, UK was completed in May 2025, and is estimated to deliver 964 MWh of natural gas savings annually Ludwigshafen, Germany became our first site to be certified to ISO 50001 for energy management In total in 2025, we spent $705,744 of CAPEX on energy-efficiency projects (2024: $252,855). Our total energy usage was 4.1%, lower in 2025 compared with 2024, primarily due to our energy efficiency programme delivering 5.8 MWh lower natural gas use, spread across most sites, coupled with a further 0.8 MWh reduction in electricity consumption. Our energy from fuels intensity decreased by 12.1%, meeting our 2030 target. As well as the contributions listed above, other gains came from came from operational efficiency improvements at St. Louis, and a full year of impact from the closure of our site in Middletown, US. Renewable electricity made up 57.4% of our total purchased electricity during 2025 (2024: 23.7%) as we expanded REC purchases in the US and GEC purchases for Anji, China. We continue to assess opportunities to increase our purchase of renewable electricity at our remaining sites. Examples of how we plan to improve energy efficiency further in 2026 include replacing an old diesel-fuelled boiler with a more efficient natural gas boiler in Hsinchu, Taiwan, a second biomass boiler to be replaced with a more efficient natural gas boiler in Anji, China, and improved steam condensate recovery at Livingston, UK. Additional detail on quantified energy data can be found on pages 72 and 214. Anji, China 71 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### GHG emissions and energy 1 2025 GHG emissions by Scope SBT Scope 3 categories A. Purchased goods (tCO 2 e) 309,235 B. Upstream transportation (tCO 2 e) 32,823 C. Waste generated (tCO 2 e) 6,259 Total SBT Scope 3 (tCO 2 e) 348,316 % of total Scope 3 emissions 80.1 % change vs 2024 SBT baseline -3.3 D. Remaining Scope 3 (tCO 2 e) 86,673 Total Scope 3 (tCO 2 e) 434,989 % change vs prior year -3.3 Scope 3 88.5% Scope 1 7.4% Scope 2 (market-based) 4.1% A B C D 1 Totals may not add up due to rounding. For more information please see pages 213 and 214. Scope 1 Scope 2 65.1 27.1 38.0 38.1 24.6 39.5 32.9 26.9 38.0 36.4 30.4 31.2 23.6 62.7 63.1 59.9 69.2 66.9 Scope 1 & 2 (GHG location-based) 000 tonnes CO 2 e 2020 2021 2022 2023 2024 2025 Scope 1 Scope 2 66.6 28.5 38.0 38.1 26.0 39.5 32.9 23.0 38.0 36.4 20.0 27.6 18.8 64.0 58.4 55.9 65.6 56.4 Scope 1 & 2 (GHG market-based) 000 tonnes CO 2 e 2020 2021 2022 2023 2024 2025 Energy from fuels Purchased energy 290.0 72.8 217.2 219.4 69.6 223.7 185.2 66.7 210.3 198.9 71.6 71.8 68.8 289.0 292.5 251.9 282.1 270.5 Energy use GWh 2020 2021 2022 2023 2024 2025 #### Environment continued 72 Elementis plc Annual Report and Accounts 2025 ![]() Water We see water as a precious natural resource, and we continue to work to mitigate our water use, risks and impacts. We have set a target to reduce water withdrawal intensity (see page 63). Our Water Stewardship Policy is available on our website. We also consider climate- related water risks at our sites. We publicly report our water performance through CDP, achieving a C rating in 2025 (2024: C). We use water as a solvent in our processes, as a heat carrier (steam) and as a coolant. Some of the products we sell are dissolved or suspended in water. We have introduced dry products – for example powder NiSATs – as an alternative product design resulting in less consumption and transportation of water. Overall, our water withdrawal per tonne of production decreased by 10.9% compared with 2024, primarily due to improved control of water content during clay processing at St. Louis, US. We use the WRI Aqueduct tool to help us understand water risks. Four sites (our manufacturing site and mine in Newberry Springs, US, and manufacturing sites in Songjiang and Anji, China) are classed in this tool as having a high baseline water stress and account for 17.6% of our water withdrawals (2024: 15.5%). Our water withdrawal intensity in those areas was 4.6 m 3 per tonne produced in 2025 (2024: 4.9 m 3 per tonne produced), primarily due to improved operational efficiencies at Newberry Springs, US. Our water discharge is generally lower than withdrawal due to water consumption via evaporation during product drying. Water is also consumed when shipped as part of certain products. Additional detail on quantified water data can be found on page 215. Pollution We seek to minimise the impact of pollution from our operations. To minimise pollution, we focus on operating our manufacturing processes at high efficiency and recycling process water where possible. Our remaining emissions to water and air are strictly controlled in line with local regulations and our operating permits. Internal measurement and external monitoring are deployed to ensure compliance. Contaminant loads in our wastewater are low enough to only require zero or minimal on-site treatment before being discharged to third-party water treatment. Emissions to water were 110.8 tonnes in 2025 (2024: 126.2, restated to include missing data), with the main contributor being organic carbon (110.5 tonnes). We control the emission to air of dust and gaseous pollutants using a variety of scrubber and abatement technologies. Total air emissions in 2025 were 121.0 tonnes (2024: 112.0 tonnes), of which the largest contributor is non-methane VOCs (89.9 tonnes). The breakdown of water and air pollutants is detailed on page 215. Portfolio sustainability assessments Elementis has a strong portfolio of natural and naturally-derived products, with a steadily growing majority of our revenue (59% in 2025, 58% in 2024) being natural meeting this ISO 16128 standard definition. There is still a large part of our portfolio which is not classified as naturally derived. Further, natural products could still have some negative impacts. Therefore, to better engage customers and communicate sustainability benefits across more of our portfolio we have introduced a portfolio sustainability assessment framework. Based on a World Business Council for Sustainable Development methodology, it provides a consistent way to bring together information on chemical hazards, environmental impacts, regulations, and market trends, enabling us to improve our decisions and communication. We have assessed products that cover one third of our revenue; we have a target to assess enough product lines by 2027 to cover three quarters of our revenue. We can then potentially set a new target related to growth in revenue from sustainability-advantaged products. Product LCAs are an important input into our sustainability portfolio assessment framework. We received over 230 LCA requests from customers in 2025, from all geographies and business segments. We have continued to expand the range of strategic products that have LCA data. We use the ISO 14040/14044 standard for our LCAs, with output results using the EF 3.1 Life Cycle Impact Assessment (“LCIA”) method. 73 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Waste We recognise how valuable resources are, and we aim to use them as efficiently as possible to support a more circular economy. We run our processes to maximise yields from each batch while maintaining quality, and to find ways to sell any byproducts generated rather than disposing of them as waste. We have set an intensity target to reduce waste sent to third parties (see page 63). We have also included the category ‘waste generated in operations’ in the Scope 3 part of our SBT. Our waste per tonne of production decreased by 7.6% vs 2024. In 2025, 63.6% of our total waste sent offsite for third-party treatments was landfilled (2024: 60.3%), the large majority of this being mineral waste from clay processing. 6.1% of waste was incinerated, 30.4% was recycled and 0.0% reused (waste classified in 2024 as reused was reclassified as recycled). 8.3% of our waste was classified as hazardous (2024: 8.5%). Some activities we have undertaken to reduce waste include optimising our clay beneficiation equipment in Livingston, UK to minimise waste generated. We also continue to work with the Scottish Environment Protection Agency to reclassify waste clay residues from Livingston, UK as a product suitable for agricultural soil enhancement. Additional detail on quantified waste data can be found on page 215. Responsibly mining hectorite We access hectorite at our 223 hectare open cast mine in California’s Mojave desert, which is estimated to have over 50 years of reserves available. There is no intensive or chemical processing at the mine, only the simple physical breaking of the ore into small lumps. By design and geological location, no stormwater leaves the site. Occasionally, rainwater in active mining areas is pumped to other parts of the property to evaporate while allowing mining to continue. Water from our on-site well is used for dust control, to remain in compliance with the reclamation plan and regional California Air Quality Management District requirements. All mined material is segregated such that further uses can be found for it in future. For example, we have been able to sell substantial quantities of our clay ore residues to a local highway construction project. We are actively working to find uses for the overburden (mainly basalt) which lies on top of the hectorite ore, for example as a cement additive (see case study). Our mine is within the habitat range of the Mojave Desert tortoise, which is on the International Union for Conservation of Nature (“IUCN”) red list as critically endangered. We have an approved barrier fence surrounding the site to prevent tortoises entering. Should a tortoise be found inside the fence, we work with a trained biologist to return the animal safely to its natural habitat. CASE STUDY The picture is an aerial view of our hectorite clay mine in California. As of 2025, the mine operates on renewable electricity and renewable biodiesel (R99 grade), resulting in a 95% decarbonisation of the mine operations vs 2024 (combined Scope 1 & 2 market-based). Our downstream clay processing sites in nearby Newberry Springs, US; St. Louis, US; Anji, China; and Livingston, UK all use zero carbon electricity, helping lower the carbon footprint of our hectorite products. A volcanic basalt rock layer has to be removed to access the hectorite reserves. We have invested in new equipment to grind this basalt for use as a Supplementary Cementitious Material for the concrete industry. Introduced as VOLCANEX TM , this natural material has a minimal carbon footprint. It can reduce the amount of cement needed in concrete manufacture, and can increase both strength and durability of the hardened concrete. VOLCANEX TM is the latest way in which we maximise the value from our responsible mining activities. #### Environment continued Newberry Springs, US 74 Elementis plc Annual Report and Accounts 2025 ![]() At Elementis, our people are the key ingredients to our success. Across our local teams and our dynamic, global and inclusive organisation, employees play a pivotal role in bringing our purpose to life – delivering unique chemistry and sustainable solutions. Our values define our culture and guide everything we do. Safety comes first; it is a way of life and reflects our unwavering commitment to our workforce’s wellbeing. Ambition drives our passion for excellence and our drive to be innovative, courageous and forward-looking. Through a strong focus on Solutions, we create value for our customers, making a difference through expertise, responsiveness and quality. Respect is woven into all interactions, whether with colleagues, customers, communities or the environment. Teamwork is the foundation of our success, creating an environment where collective efforts result in exceptional achievements. 2025 People highlights Total recordable injury rate vs 2024 0.44 (2024: 0.21) Gallup engagement mean score 4.04 (out of 5) Women in senior leadership positions 42% Employee survey participation rate 93% FTSE Women Leaders Review ranking 39th (2024: 28th) Hours spent in LinkedIn Learning 887 Unless stated otherwise, People data relate to our consolidated entities as of 31 December 2025. Data for 2024 have been re-presented to exclude the divested Talc operations to ensure year on year comparability. Figures exclude Alchemy Ingredients, acquired late in the year, due to limited integration and data availability. ### People 75 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### People #### Health and safety Accountability for health and safety is held by our CEO, supported by the Senior Vice President Global Supply Chain and Manufacturing, and the Global Director for Quality, Health, Safety and Environment (“QHSE”). Our Board receives a detailed update on our health and safety performance at each meeting and the ELT receives monthly updates as part of the Group’s overall performance assessment. Our health and safety strategic plan outlines how we turn strategy into action. Our objective is to deliver excellence in HSE performance and drive continuous improvement through ongoing investment in our people, management systems and facilities. Our HSE Policy is available on our website. We operate a comprehensive management system that supports our values and the delivery of our health and safety programme, TogetherSAFE. We continually enhance and refine key parts to ensure its ongoing effectiveness. This year, we continued to advance the development of a global HSE framework and the publication of HSE standards in line with the ISO standards. We also strengthened the management of HSE and quality incidents through improved action tracking, audit management and regulatory compliance systems. Additionally, we awarded our fifth annual CEO TogetherSAFE Award to our Huguenot site for their ‘Safety in the Face of Change’ programme. This initiative highlighted the importance of our TogetherSAFE principles during periods of change and uncertainty, supporting employees through transition, recognising appreciation and care, and fostering resilience. In April, we held our fifth annual Global Health, Safety and Environmental Week, bringing all our sites together to celebrate and nurture our safety culture. We continued to reinforce all three pillars of HSE – Health, Safety and Environment – with a focus on reinvigorating and affirming our TogetherSAFE principles, particularly our first principle: “Be safe every day, at work, at home and on the road”. Speakers addressed topics such as driving safety, ergonomics, and the importance of #### Everything starts with Safety – it is the foundation of how we work and a value we live by every day. Our priority is to keep our employees safe, #### protect people, and operate responsibly across all our activities. 2025 health and safety highlights 4 4 2 Total recordable injuries 2023 2024 2025 0.40 0.44 0.21 2023 2024 2025 Total recordable injuries rate 4 0 2 2023 2024 2025 Total lost time injuries 1 2 0 2023 2024 2025 Contractor recordable injuries Total PSE Tier 1 and 2 2 2 2 2023 2024 2025 As our culture continues to mature, we will continue to transform lessons from past incidents and experience into meaningful progress, enhancing how we manage risk, build capability, and protect one another on our journey towards zero harm. Together, we will keep raising the bar by turning #### what we’ve learned into safer practices, stronger systems, and a culture where everyone feels #### confident and responsible to act.” Jacqueline Robertson Director, Global HSE Songjiang, China 76 Elementis plc Annual Report and Accounts 2025 ![]() maintaining safety-critical equipment. To deepen engagement, many sites invited employees to reaffirm their commitment to the TogetherSAFE principles by re-signing the pledge as a team. In addition, we conducted interactive drills, workshops, and games focused on emergency response, fall protection, confined spaces, first aid, and chemical spills. These activities were designed to reinforce the importance of practising safety skills and anticipating potential risks. Organisational roles, responsibilities and mechanisms for communicating information and managing data to support the measurement and tracking of HSE incidents are operated under our global HSE Council. The Council meets monthly and includes functional and business segment representatives who lead the implementation of the HSE management system across the organisation. All sites operate local management systems which are based on the Plan, Do, Check, Act principles to ensure sufficient control and drive continuous performance improvement. Each manufacturing site operates an HSE Committee covering matters that impact employee health and safety, performance, incidents and concerns. All suggestions and issues raised are tracked as corrective and preventative actions. To ensure compliance with our safe work procedures and legislative requirements, employees receive training tailored to their specific roles and required competency levels. Training is delivered both in person and virtually, with each site maintaining a structured training plan. Safety-critical training and competencies are clearly identified and kept up to date. Our corporate HSE team conducts regular audits to assess adherence to national and local regulations, completing three audits in 2025 (four in 2024) of our manufacturing sites. Health and safety performance Our total recordable injury and illness rate was 0.44, compared with 0.21 in 2024. There were four employee recordable injuries (2024: two) and zero lost time accidents (“LTAs”) (2024: two). Data from the past three years shows that nearly half (48%) of all recordable employee injuries were caused by caught-between or contact incidents. A total of 19% resulted from slips, trips, and same-level falls, while another 19% were linked to pulling, reaching or exertion. These mechanisms most commonly led to lacerations and strain-type injuries. Key improvement opportunities identified include conducting thorough task-specific risk assessments, supervising work activities to ensure controls are followed, reinforcing safe lifting practices, ensuring effective machine guarding, strengthening adherence to powered-vehicle procedures and increasing focus on line-of-fire awareness to prevent hazardous hand and body placement. No fatalities were reported in 2025 (2024: zero). Process safety Process safety management (“PSM”) ensures that systems and procedures are in place to prevent and control hazards associated with toxic releases, fires, explosions, uncontrolled reactions and other energy releases that could lead to catastrophic incidents. Since formalising the PSM standard in 2023 to guide our plants in managing risk according to regulatory requirements and best practices, we have made significant enhancements to both the programme and its implementation across the sites. These improvements include creating a formal PSM network with quarterly meetings, introducing global performance dashboards and launching Champion training programmes to strengthen technical competence and compliance. CASE STUDY Strengthening our safety culture In 2026, we will continue advancing the implementation of our global HSE standards and frameworks across all operations, supported by the development of meaningful KPIs that will help track progress and reinforce accountability. We will also deepen employee engagement by conducting a safety-culture assessment and building on the success of initiatives such as the TogetherSAFE CEO Award and Global HSE Week. In parallel, we will sustain strong PSM performance through continued operation of the PSM network and the global PSM dashboard to monitor compliance and drive consistent execution. To reduce injury risks, we will enhance risk assessments for fire and explosion hazards and ensure regular maintenance of safety-critical equipment across all manufacturing and R&D sites. We will also invest in developing new HSE leaders, reinforce stop-work authority, and promote robust near-miss reporting to strengthen learning and prevention. Our 2026 priorities include: Continue improving safety culture and competency – Complete the global safety culture assessment and implement the resulting improvement plan, supported by a role-based HSE competency matrix to build capability at all levels Embed risk-based decision-making – Deploy site-level HSE risk registries and enhance integration of risk assessment and risk management into permit-to-work and other high-risk operational processes Continue HSE and PSM system implementation – Advance the global rollout of HSE and PSM management systems and standards, reinforced by audits, a structured meeting cadence, and meaningful KPIs and dashboards Revise Life-Saving Rules and deploy critical standards – Publish and implement updated global standards based on operational criticality and past incidents and roll out the revised ten Life-Saving Rules with clear definitions, requirements and site-level expectations Advance process safety and mechanical integrity – Build on the momentum of PSM Champion training while continuing implementation of the global mechanical integrity programme, supported by improved tracking systems and more robust compliance processes Anji, China 77 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### During our 2025 maintenance shutdown, 13 contractors and our in-house team completed more than 1000 hours of essential work across the site. We recorded zero injuries, made possible by the dedication and commitment #### to safety shown by both our employees and contractors. #### We view safety not as a checkbox or a metric, but as a way of life. Having a culture built around safety ensures that everyone remains safe doing what we do every day, #### not only at Huguenot, but at home and on the road, guaranteeing that everyone setting foot on our site #### leaves our facility just as healthy as when they arrived.” Benjamin Copeland Reliability Engineer, Huguenot, US A Process safety event (“PSE”) is an unplanned incident or accident that occurs during the operation of a chemical or industrial plant where a hazardous material is used or processed. Two Tier 1 and Tier 2 PSEs occurred in 2025 (2024: two). Comprehensive root cause analyses were conducted for both incidents. The two Tier 1 incidents resulted in contained releases of chemicals above threshold quantities. Root causes were linked to equipment reliability issues, inadequate maintenance, procedural gaps, and missed hazard recognition. Corrective actions now include implementing more robust preventive maintenance programmes, deploying advanced instrumentation and automation, and strengthening operator training. In 2025, we recorded zero Tier 1 or Tier 2 environmental incidents (2024: zero). Significant efforts were directed towards environmental risk management and the implementation of actions identified in 2024 as part of a seven-step environmental improvement plan. We also published our mechanical integrity standard for critical equipment. Contractor safety All new contractors receive HSE orientation before commencing work to ensure they understand their on-site responsibilities and comply with our safe work procedures. Each site conducts specific contractor orientation that covers life-saving rules, safe work permits, emergency procedures and incident reporting requirements. Contractors deemed high risk are vetted by reviewing the suitability of their programmes and training, as well as their history of regulatory violations. There were two contractor recordable injuries in 2025 (2024: zero). Follow-up actions on prior incidents included issuing a global HSE alert with mandatory requirements, such as strengthened contractor oversight, enhanced pedestrian– vehicle traffic management and forklift safety practices, improved machine safeguarding, and the release of our Global Mobile Equipment Standard. In addition, the Call-to- Action process was deployed to ensure lessons learned from these incidents are applied consistently across all operations. In 2025, several of our sites celebrated extended periods of safe operation. 80% of sites with zero injuries for >1 year 67% of sites with zero injuries for >3 years The following sites celebrated significant milestones without an employee recordable injury, showing strong employee engagement in continuously improving our safety culture and taking responsibility for their own safety and that of their colleagues: Milwaukee 13 years Livingston 8 years Newberry mine 10 years Songjiang 6 years #### People #### Health and safety continued Porto, Portugal 78 Elementis plc Annual Report and Accounts 2025 ![]() #### In 2025, we continued to strengthen our workplace by focusing on what matters most to our people – how they are supported, recognised and enabled to thrive. From fair and responsible practices to inclusive environments #### and opportunities to grow, our approach to people is grounded in respect, collaboration and care. Our employee value proposition – Connect. Grow. Make an Impact – reflects these priorities and guides how we create a positive, engaging and supportive employee experience across the organisation. Our policies and practices Our HR policies demonstrate how we put our values into practice. They reinforce our commitment to providing equal employment opportunities and to maintaining a work environment in which harassment and bullying are not tolerated, and where everyone is treated with dignity and respect. These policies are available to all employees via the company intranet and local HR. Although the Company employs fewer than 250 people in the UK and is therefore not required to report under UK gender pay gap regulations, the Group conducts a global gender pay review every two years. The most recent review, presented to the Remuneration Committee in December 2024, confirmed that, on average, female employees are paid slightly more than male employees. A further review will take place in 2026. In parallel, we also undertake a global assessment using our job architecture framework to ensure gender pay equity across Elementis. We are committed to providing fair, market- competitive pay and benefits to attract, engage and motivate employees at all levels. We aim to pay fully competent individuals who consistently meet performance expectations at competitive market levels. We review benchmark salary increase data on an annual basis and complete a full survey every three years to ensure we maintain this position. We are accredited by the UK Living Wage Foundation in recognition of our pay commitment to direct and third-party employees at all UK locations. We provide a variety of leave programmes to support employees through life events, including family leave to care for sick family members, maternity and paternity leave, and bereavement leave. While leave entitlements vary greatly across countries, offerings are all in line with or above market norms. In addition, each country offers multiple forms of personal and family support which aim to enhance work-life balance and increase overall wellbeing. These include childcare and education support, meal allowances or vouchers, on-site canteens, transport assistance, and recognition through gifts for holidays and life events. Of our employee population, 9.8% are union members and 0.11% are subject to collective bargaining agreements (data excludes Ludwigshafen, Germany, where we have no right to this information). Voluntary attrition decreased to 5.75% (2024: 9.1%). Metric 2025 Union membership 9.8% Collective bargaining agreement 0.11% Voluntary attrition 5.75% Employee headcount by gender and region Effective as at 31/12/2025 Americas Male employees 250 Female employees 68 Total 318 Europe Male employees 171 Female employees 109 Total 280 Asia Male employees 292 Female employees 99 Total 391 Global Male employees 713 Female employees 276 Total 989 #### Our people At Elementis, our purpose and values come to life through the actions and achievements of our people. We aim to provide the support, recognition, and opportunities that enable every colleague to contribute to our shared success. By empowering individuals to connect, grow and make an impact, we strengthen our collective capability and advance the long-term goals of our organisation. In 2025, employee engagement improved, attrition decreased and this led to improved business performance.” Chris Shepherd Chief Human Resources Officer 79 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### People #### Our people continued Benefits and rewards Our total rewards package extends beyond competitive compensation and benefits. It encompasses a safe and healthy work environment, a commitment to work-life balance, meaningful recognition, and opportunities for continuous learning and development. Guided by our global principles, our benefit programmes vary by country as government mandates, cultural factors and market norms shape local programme design and employee expectations. These local offerings are well aligned to and within the scope of our global principles. All countries provide some form of retirement scheme, ranging from the employee-invested 401(k) plan in the US to wholly state-provided and cash lump sums upon retirement. In countries where state programmes are at a basic level, the Company offers private plans in addition to mandatory contributions. Employees in all countries have access to either government-provided healthcare systems, company-sponsored health plans, or a combination of both, depending on local regulations and market practices. In India, the US and Brazil, employees are provided with company-sponsored healthcare plans. In the UK and Germany, the Company offers supplemental health insurance in addition to mandatory contributions to national programmes. The offering of a supplemental plan in the UK is above market norms, as private medical schemes are becoming more popular but are still not universally offered by employers. Our new site in Portugal is set up on the same basis, aligned to our global principles. A diverse and inclusive environment Elementis is committed to fostering a diverse and inclusive workplace where all employees feel safe, respected, valued and empowered to contribute their ideas and perspectives. We recognise that the diversity of our people and the inclusive nature of our culture strengthen decision-making, encourage innovation and support sustainable business performance. This commitment is integral to how we work and fundamental to the successful delivery of our strategy. Throughout the year, the Board received updates on DE&I matters and has performed in line with the Board Diversity Policy and objectives. As of 31 December 2025, our Board composition stood at 40% female, with two Directors from ethnic minority backgrounds and one of the four senior Board positions occupied by a female. Please see the Board’s progress on board diversity objectives which is set out on page 110. During 2025, we maintained our goal of > 40% female members of the combined Executive Leadership Team and direct reports, meeting the standard set by the Women FTSE Leaders Review. In the 2025 Review, we were ranked 39th overall (2024: 28th), and 3rd within the Chemical sector. Our DE&I Leadership Council, created in 2020, is co-chaired by the CEO and Chief Human Resources Officer and is represented by senior leaders who have a passion for DE&I. The Council provides strategic direction to embed DE&I across Elementis’ culture and brings together regional leaders and site champions, supporting regionally relevant strategies alongside global initiatives. Workforce % gender split 69 31 76 24 65 35 76 24 63 37 73 27 58 42 73 27 58 42 72 28 2021 2022 2023 2024 2025 S enior leaders 1 Total employees Male Female Male Female 1 ELT and direct reports, excluding administrative personnel. Numbers do not include Ludwigshafen, Germany. % ethnically diverse (US only) 2021 2022 2023 2024 2025 22 26 26 29 29 Newberry Springs, US 80 Elementis plc Annual Report and Accounts 2025 ![]() This approach strengthens local relevance and accountability while ensuring consistency across the organisation. The Council continues to deliver against its roadmap, with initiatives centred around knowledge and culture, processes and policies, and communications and reporting. Our Culture of Inclusion Index, introduced in 2023, has steadily increased across recent surveys and currently stands at a 4.09 mean score out of 5.0 (2024: 3.96), reinforcing confidence in our workplace culture and standards of conduct. Our ongoing gender diversity strategy continues to result in a greater proportion of females in senior positions, which remained unchanged since 2024 at 42%. We align with the FTSE Women Leaders Review definition of senior positions: that is, our ELT and direct reports excluding administrative roles. Across the employee population, female representation stood at 28% (2024: 28%). #### At Elementis, we empower #### Women in Leadership by providing development opportunities and strengthening collaboration and connection #### across the organisation.” Kim Burch Director Personal Care R&D CASE STUDY Engagement: using employee feedback to drive progress Our engagement surveys are conducted biannually 93% participation rates in September 4.04 overall grand mean score 74% our employees agree/strongly agree that their team “has made progress on the goals set during the action planning sessions after the last employee engagement survey” Employee engagement is a priority for Elementis and a key enabler of performance, innovation, and long-value term creation. Engaged colleagues drive stronger customer outcomes, safer operations, and a more resilient organisation, while also experiencing greater connection, growth, and fulfilment at work. Our commitment to listening and acting on feedback reflects our belief that engagement is an ongoing dialogue. Our high participation rates demonstrate the confidence our people have that their voices are heard and that we take meaningful action on the results. Ethnic diversity in the US has remained steady since last year at 29% (2024: 29%). We continue to ensure diverse candidate pools and inclusive interviewing processes to further support our commitment to ethnic diversity. We expect our diverse talent to be reflected within our Board and leadership teams. Elementis is an equal opportunities employer and welcomes applications from all backgrounds. We provide facilities, equipment and training to support all employees. Should an employee become disabled during their employment, every effort is made to retain them in their current role or to explore redeployment opportunities within the Group. In 2025, we continued to ensure our Facility Access Programme removed physical barriers in our sites. Employee-led initiatives foster DE&I Employee-led initiatives continue to play an important role in advancing DE&I across the organisation. In 2025, our Women in Leadership group conducted global and local initiatives to support and empower women at Elementis. Highlights included an International Women’s Day campaign with participation across locations, reinforcing the Group’s commitment to fostering gender equity and equal opportunity and an Inclusion Day featuring a motivational speaker, local community-led events and digital resources. Alongside these moments of collective engagement, the Women in Leadership group strengthened its local presence through increased participation and collaboration, broadening its reach and impact across the organisation. These initiatives reinforced the group’s role as a platform for connection, dialogue and shared learning. Palmital, Brazil 81 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### People #### Our people continued Listening to our colleagues: engagement survey Elementis is committed to improving employee engagement throughout the business. Our engagement survey provides our people with a structured opportunity to share feedback on what helps them thrive and succeed at work. These insights, combined with external trend analysis, inform data-driven decisions that support engagement and contribute to overall company performance. Since 2023, we have been using Gallup, the leading provider of insights into employee engagement. Our engagement surveys are conducted biannually, with surveys held on a fixed schedule in March and September, regardless of business circumstances. In 2025, participation reached 90% in March and 93% in September, reflecting a strong culture of openness and feedback. Overall, our grand mean score in the 12 key areas (also known as ‘Gallup Q12’) increased by 0.13 compared with 2024, reaching 4.04 out of 5. Our goal is to achieve and maintain the 75th percentile, with a commitment to continuous year-on-year improvement. We are currently at the 62nd percentile globally and remain committed to making meaningful progress, recognising that long-term improvement depends on sustained focus, collective effort and collaboration. Survey results provide a foundation for managers to initiate meaningful discussions with their teams. These conversations centre on recognising effective practices, celebrating progress and identifying actions to further strengthen engagement. In the most recent survey, 74% of participants agreed/strongly agreed with “My team has made progress on the goals set during our action planning sessions after the last Employee Engagement Survey.” We disseminate our survey highlights globally, fostering a culture of transparency and shared understanding across the organisation. Engagement themes are also embedded in key internal communications, supported by best practice series that enable managers to share successful strategies and learn from one another. CASE STUDY Supporting our communities Supporting our communities is an integral part of how we live our values and contribute positively in places where we operate. By encouraging colleagues to engage beyond the workplace we aim to create meaningful connections and shared value for our people and local communities. We support this commitment by offering employees paid time off for volunteering and by encouraging team-based initiatives that reflect local needs. In 2025, colleagues across the organisation participated in a range of community- focused initiatives, including: Milwaukee, US: Employees volunteered with Habitat for Humanity, supporting affordable housing through hands-on build work. London, UK: Colleagues assembled bicycles for the charity Re-Cycle and supported the Maths Quest initiative at Europa School. Anji, China: Employees took part in a community clean-up of a local ancient path, contributing to environmental protection and community wellbeing. Palmital, Brazil: The site hosted chemistry students and faculty from Assis University, supporting education and early-career engagement. #### Employee engagement thrives when listening is genuine. Authentic dialogue with our employees guides better decisions and fosters a culture of respect, #### inclusion and shared purpose.” HuiHeng Foo VP Sales Asia PC & Coatings 82 Elementis plc Annual Report and Accounts 2025 ![]() Supporting the wellbeing of our people We continue to place a strong emphasis on wellbeing and mental health, recognising their vital role in fostering a supportive and productive workplace and in enhancing the overall quality of life of our people. In 2025, we continued to provide access to our employee assistance programme across all countries in which we operate. The programme offers a wide range of confidential services, including counselling, legal and financial advice, and crisis support, helping employees navigate both personal and professional challenges. We are committed to accommodating flexible work arrangements, including working from home, flexible work schedules and part-time work, as long as the role allows. We promote meaningful and open conversations about what works best to balance individual needs and deliver against goals and business requirements. In addition, intranet articles and workshops support awareness, learning and personal reflection around wellbeing, resilience and work-life balance. Continuous learning and development We encourage our people to continuously develop their expertise and expand their skills, supporting both individual growth and the organisation’s ability to create value. We embed learning and development in our core processes, including performance management and talent & succession planning, ensuring a fair and consistent approach to assessing individual learning and development needs, setting clear goals and creating opportunities for growth. Through live (virtual and in-person) workshops and via our online platform, we provide training supporting our key priorities. All employees have unlimited access to LinkedIn Learning, enabling them to choose from a broad and flexible catalogue of e-learning courses that suit their personal learning needs and allow them to develop skills at their own pace. In 2025, employees logged over 887 hours on LinkedIn Learning, with 56% of employees actively using the platform. We continue to focus on developing internal talent while also attracting talent from outside the organisation, helping ensure the organisation has the capabilities required to succeed now and in the future. Managing and supporting performance Our performance management process at Elementis aligns individual and business goals to drive organisational success. We stimulate a culture of performance and employee development, connecting different HR processes to ensure a fair and consistent approach. The performance management process begins with goal setting, where employees are asked to set objectives that contribute to Elementis’ key priorities. We use the mid-year review to assess progress, review actions and adjust goals as needed. During the year-end review, employees and managers evaluate their performance and managers assign a performance rating. The ratings are calibrated across teams to ensure consistency and fairness. The final performance rating is connected to a salary increase and bonus. All employees who join before October participate in the performance management process for that year. CASE STUDY Building capacity for the future Developing our people is central to our term-long success. In 2025, we strengthened our commitment to continuous learning, career progression and cross-functional expertise across the organisation. We fostered a self-directed learning culture by expanding access to blended learning platforms, including LinkedIn Learning and LRN, alongside local training solutions. From frontline operators to office-based teams, employees can independently access technical, compliance and professional development courses, encouraging accountability and ownership for their development. We continued investing in English language capability to support effective global collaboration and prioritised future-ready skills through targeted investment in AI and data literacy to enhance digital expertise across the organisation, as part of wider skills development efforts. These initiatives were supported by structured performance and career development planning, alongside stretch assignments intended to broaden experience and accelerate growth. Together, these initiatives are strengthening internal mobility, enhancing collaboration and building the capabilities needed to support sustainable, long-term growth. 83 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() We are committed to ensuring that ‘Integrity is our Specialty’ by conducting business fairly and ethically, in our own operations and across our value chain. Our Code of Conduct and Ethics (“Code”) forms the cornerstone of our ethics and compliance programme. The Code helps us communicate our commitment to responsible business and promotes a culture of doing the right thing. It is available on our intranet and website in seven languages. It provides the framework for: Fostering a visible and accessible culture of ethics and compliance for all employees and third parties doing business with Elementis Providing training, information and guidance on key compliance areas Guaranteeing that all concerns are addressed appropriately Ensuring ethical and compliance matters are considered and weighted appropriately in all of Elementis’ business decisions 2025 Responsible business highlights Direct material suppliers with an EcoVadis badge 64 2024: 50 High-risk third-parties onboarded <1% 2024: <2% Compliance training hours completed 3,467 2024: 2,111 Human rights Our approach to upholding human rights is guided by international conventions and standards, including the UN Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. We prohibit the use of child and forced labour throughout our supply chain. We are committed to the principles of freedom of association, equality of treatment and non-discrimination. ### Responsible business 84 Elementis plc Annual Report and Accounts 2025 ![]() Ethics and Compliance The Ethics and Compliance Council (“ECC”) continued to hold quarterly meetings throughout 2025. The ECC comprises the Global Head of Compliance (Chair), the Group General Counsel & Chief Compliance Officer, the executive leaders from each function and the CEO. The ECC reports to the Board twice a year. Its purpose is to uphold and oversee an ethics and compliance culture at Elementis and to ensure the Code, and related Elementis policies and standards, are effectively communicated and implemented. During 2025, matters considered by the ECC included: Analysis and discussion of Speak Up reports received Approval of the 2025 compliance training plan Approval of the Dawn-Raid framework development and implementation Management of trade sanctions risk Approval of the new Unified Anti-Fraud Risk Policy Approval of the Global Anti-Harassment Policy Update of new conflicts of interest reporting Methodology for 2026 Approval of updates to the Code of Conduct Third Party Due Diligence reporting Risk assessment We continue actively to monitor our compliance risks. This includes reviewing internal compliance data as well as external information on new laws, enforcement proceedings, corruption risks and benchmark data. Key topics in 2025 Strengthening third-party risk management Third-party risk management remained a cornerstone of our compliance strategy. In 2025, we onboarded 189 third parties (including customers and suppliers with annual spend in excess of $25,000) across Asia (40.4%), Europe (29.3%), Americas (25.8%), and the Middle East & Africa (4.4%), implementing rigorous due diligence processes to ensure ethical and compliant partnerships. Of the third parties screened, high-risk entities represented less than 1%, medium-risk 25%, and low-risk 74%. The primary risks identified were regulatory compliance, geopolitical instability, financial risks and jurisdiction-specific concerns. To mitigate these risks, we implemented several key strategies: World-Check ® One screening and adverse media monitoring Sanctions assurance letters and enhanced contractual safeguards Tailored compliance guidance for managing supplier and distributor risks These results highlight the robust capabilities of our screening systems in mitigating potential risks and upholding trust within our supply chain. This progress reinforces our commitment to maintaining accountability and transparency in all regions. Introducing the annual declaration of conflicts of interest In Q4 2024, we launched our annual declaration of conflicts of interest process as a significant step towards fostering transparency and ethical decision-making. By embedding accountability at every level, this declaration builds trust and reinforces our collective commitment to upholding the highest standards of integrity. The initiative proved highly successful, achieving over 90% completion last year, a clear testament to our shared dedication to compliance and ethics. For the current cycle, the process was launched in early November 2025 and achieved a completion rate of 88%. To further support this effort, we introduced web-based training in December 2025, designed to provide practical guidance. This training has been well received and has contributed significantly to reinforcing awareness and understanding across the organisation. Advancing policy commitments In 2025, we took significant steps to strengthen our compliance framework and reinforce our values across the organisation. The year saw updates to core policies, including a refreshed Code of Conduct that broadened guidance on collective bargaining, human and land rights, and responsible use of AI. We also introduced a new Anti Fraud and Corruption Policy, ensuring clearer accountability and stronger controls. Our Business Partner Code of Conduct was updated to raise standards in legal compliance and sustainability, while the Trade Sanctions & Export Controls framework was revised to reflect evolving global regulations. Additionally, the launch of the Global Anti- Harassment Policy set a unified standard for respectful workplace conduct worldwide. These commitments were embedded through targeted communications, onboarding initiatives and a robust training programme that combined web-based learning with focused sessions on critical topics such as sanctions and our Speak Up culture. Together, these efforts underscore our dedication to ethical business practices and equip our teams and partners to uphold the highest standards of integrity. Preparing for enhanced Code of Conduct Building on the significant updates finalised in 2024, we continued to strengthen our ethical framework throughout 2025. These enhancements set new benchmarks for employee engagement and compliance, ensuring our Code of Conduct remains a cornerstone of integrity. Looking ahead, we are preparing a freshly designed version of the Code of Conduct to be launched in 2026. This upcoming edition will reflect the Elevate Elementis strategy introduced in 2025, aligning our principles with the Company’s renewed vision and strategic priorities. The new Code will not only reinforce our commitment to ethical practices but also provide even clearer, more practical guidance for employees and partners worldwide. 85 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() #### Responsible business continued Continued focus on trade sanctions Trade sanctions remained a critical compliance priority throughout 2025, as global regulations continued to evolve and enforcement intensified. Elementis upheld its zero tolerance stance by maintaining the cessation of all direct and indirect trade with Russia and Belarus, even where local laws might permit such transactions. This ethical position reflects our commitment to integrity and responsible business conduct. To address emerging risks, we rolled out a refreshed Quick Guide to simplify day-to-day decision-making. This resource was designed to provide clear instructions on screening obligations, restricted party checks, and escalation procedures, ensuring employees act confidently and in full compliance with international frameworks. Training remained central to our approach. In addition to regular compliance sessions, we launched web-based sanctions training in September 2025, complemented by targeted in-person workshops for operational teams. These initiatives significantly improved awareness and practical understanding across the organisation, with a completion rate of 85%. Our Speak Up culture Fostering openness and trust remains at the heart of our compliance programme and our commitment to our Speak Up culture continued to be a priority throughout the year. We actively promoted our reporting channels via our intranet, training portal and site posters, ensuring that employees and third parties know how to raise concerns safely and confidentially. Speak Up reports can be made to managers, HR, Legal & Compliance, or through IntegrityCounts, our independent 24/7 multilingual reporting service, which allows for anonymous submissions where permitted by law. Every report is reviewed in accordance with our internal investigation procedures, with updates provided to reporters and actions taken as appropriate. Our non-retaliation policy remains clear: anyone who reports in good faith is protected, even if the concern is not substantiated. In 2025, 20 cases were reported by employees (13 through the Speak Up platform and 7 via email). Every case was assessed, investigated where necessary, and successfully closed, with none deemed material to the Group. This outcome reflects the strength of our compliance framework. Importantly, there were no confirmed incidents of corruption or bribery in 2025, underscoring the effectiveness of our controls. Expanding and innovating compliance training In 2025, we delivered over 3,467 hours of compliance training through our online learning platform, reaching 1,166 individual learners with 5,966 course completions. Complementing this, we conducted several in-person training sessions, focusing on practical, real-world scenarios. These sessions equipped employees with the necessary knowledge and tools to identify and mitigate risks effectively, and covered different areas to diversify compliance awareness. In 2025, we successfully delivered a more dynamic and inclusive training programme, reinforcing our commitment to a strong compliance culture across all levels of the organisation. A key milestone was the implementation of on-site training sessions for plant workers, designed to address operational risks and strengthen safety practices. These sessions took place in Livingston and Taloja, achieving a high satisfaction rating and benefitting from a close partnership with our Data Protection team. We also enhanced policy engagement by partnering with MetaCompliance to streamline policy acknowledgments and support the annual conflicts of interest declaration, ensuring greater visibility and data integrity. In addition, we hosted two highly regarded virtual sessions via Teams, delivered by external legal experts – one focused on intellectual property and patents, and the other on anti-corruption practices – which were well received by participants across regions. Looking ahead to 2026, we plan to continue our Ethics & Compliance Week initiative on a biannual basis, this time under the inspiring theme “Compliance Without Borders”. Data privacy We remain committed to ensuring the security and confidentiality of our data. Our Cyber, Data Protection and Information Governance Steering Committee oversees our approach to cyber security, data protection and information governance. In 2025, we continued to run regular simulated phishing campaigns and launched a new training platform to further strengthen security awareness across the organisation. Over the year, we delivered a series of in-person data protection and cybersecurity training sessions to more than 150 manufacturing colleagues and conducted an interactive workshop on data protection and cyber security for the management team of one of our selected plants. These initiatives focused on core principles of data protection, information security best practice and enhancing our readiness to respond to ever-emerging cyber threats. In 2025, we experienced one reportable incident, which was notified to the relevant law enforcement and data protection authorities. Our crisis response team acted quickly, working with external experts to contain, mitigate and recover from the incident, reinforcing our resilience and commitment to protecting personal and corporate data. Cause of report Loss or theft of data/device 1 Report Disclosed in error 2 Reports Technical/ procedural failure 6 Reports Cyber 5 Reports Third party 7 Reports Cyber: 5, Technical/ procedural failure: 2 Other 4 Reports Responsible sourcing We are committed to ensuring that our complex, international supply chain of almost 500 direct materials suppliers support and contribute to our business and sustainability strategy. Our supplier expectations are outlined in our Business Partner Code of Conduct and we aim to strengthen our partnerships with those suppliers who share our commitments. We use a due diligence screening system to assess and manage risks in the supply chain. 86 Elementis plc Annual Report and Accounts 2025 ![]() In 2025, we deployed a new digital platform to help with all aspects of supplier management, including integrating with supplier EcoVadis assessment results. This is increasing our ability to perform analysis of our supply chain impacts, risks and opportunities in the areas of environmental, labour and human rights, ethics, and sustainable procurement. At the end of 2025, 64 of our partners, representing 29% of our direct materials spend, had a valid EcoVadis badge or medal. In 2026, we will continue to drive further supplier engagement on risk management, ESG improvement and transparency. We held supplier days with four of our strategic supplier partners. These events covered key aspects of doing business with Elementis, especially focusing on the innovation, regulatory and sustainability aspects of our sourcing strategy. We have assessed our risk-turnover (“RTO”) impact at both the vendor and material levels. From this assessment, we learned that 30% of material spend is considered critical, which is sourced from 10% of our vendors. To improve our RTO ratio, we have developed sourcing strategies on at category level and agreed supplier and material development project roadmaps with cross functional teams. Our RTO assessment and category sourcing strategies are updated yearly. We conduct site visits on a three-year rotation basis with key suppliers to better understand their operating environment and potential risk areas. Over the past three years we visited sites representing 70% of our total direct spend classified as critical and 38% of our total direct spend. Additionally, we conduct annual meetings to review our key metrics on supply, demand, market and ESG programmes and how we can better improve the overall supply chain. We sometimes purchase small amounts of tin-based chemicals (2025: zero purchases were made; 2024: 0.06% of direct materials spend) and use the Responsible Minerals Initiative (“RMI”) supplier declaration form to monitor the risk of conflict minerals entering our supply chain. We support the use of certified sustainable palm oil and derivatives. Our Livingston, UK site purchases palm oil derivatives for use in certain products. The site is third-party certified to the Roundtable on Sustainable Palm Oil (“RSPO”) Mass Balance Supply Chain Model. Product stewardship We are committed to a safer future by minimising product and chemical-related hazards to people and the environment where possible. Nevertheless, the nature of our chemistry and customer application demands means we cannot avoid some use of hazardous chemicals. Our global Product Stewardship organisation monitors local and regional regulations for impacts to our products and supply chain and ensures our products and intended uses are compliant with regulations. A member of the ELT oversees the Product Stewardship and Regulatory Affairs Group. Our Product Stewardship team is actively involved with our Sales and Marketing, R&D, and Supply Chain organisation. When a new product is conceptualised, Product Stewardship is engaged to review the materials, processes and sales for compliance with appropriate regulations and, when required, to manage the registration process so that the product can be safely sold and used as intended. These registrations are regularly reviewed against sales and customer uses. We track potentially adverse chemicals such as Substances of Very High Concern (“SVHC”), taking proactive action to eliminate these substances whenever it is technically feasible and when required by customers. SVHC and other chemicals of concern are brought to the attention of the Supply Chain and Product Development teams so they can either avoid them or minimise their impacts. We use a software system to ensure that our SDS and product labelling comply with current regulations in the regions where the products are sold. Commercial SDS for our products are available for download on our website in English and in more than 20 other languages. Elementis seeks to avoid animal testing whenever possible. We aim to fill data gaps in testing with non-animal methodology and read-across where available. If we are required by regulation to do so (for example, under EU REACH requirements), we engage third parties to conduct the tests in the least impactful way possible. Our Animal Testing Policy is available on our website. We are active members of the European Bentonite Association, a section of the Industrial Minerals Association (“IMA”) of Europe. IMA provides early alerts and information regarding upcoming regulations and initiatives that may impact our mineral-based products, helping inform our subsequent responses. Tax transparency On an annual basis, we develop and publish our tax strategy. This statement is approved by the Board and is available on the Company’s website. We aim for proactive and transparent relationships with relevant tax authorities to facilitate meeting our statutory and legislative obligations. CASE STUDY Advanced fire protection for plastics As fire safety regulations tighten and demand for safer, more sustainable materials increases, the plastics industry faces growing pressure to deliver high fire resistance while reducing environmental and regulatory risk. This is particularly critical in wire and cable applications, where limiting smoke, flame spread and material instability is essential. Elementis entered a new market with its CHARGUARD™ Series, a range of advanced flame-retardant synergists for halogen-free plastic systems. The range enhances fire performance while reducing reliance on higher-impact materials and eliminating persistent chemicals of concern. Launched in late 2024, CHARGUARD™ Series achieved rapid customer adoption and contributed positively to top-line growth and margins, demonstrating Elementis’ ability to deliver sustainable, high-value solutions that meet regulatory demands and deliver commercial impact. 87 Elementis plc Annual Report and Accounts 2025 Strategic Report Corporate Governance Financial Statements Shareholder Information ![]() Sections 414CA and 414CB of the Companies Act 2006 require the Company to provide information to help stakeholders understand our position on non-financial matters. The table below sets out where you can find this information. Reporting requirement Policies and standards that govern our approach 1 Where to read more in this Report about our impact, including the principal risks relating to these matters Page Anti- corruption and anti- bribery ― Code of Conduct ― Business Partner Code of Conduct ― Anti-fraud & corruption Policy ― Anti-trust Policy (global competition) ― Responsible business ― People ― Audit Committee report ― www.elementis.com 84-87 75-83 111-116 Employees ― Code of Conduct ― Business Partner Code of Conduct ― Health, Safety and Environmental Policy ― Life-saving rules ― Data protection and privacy policies ― Equality and diversity policies ― Whistleblowing policies ― People ― Data privacy ― Responsible business ― Workforce engagement ― Diversity Policy and objectives ― Whistleblowing ― Directors’ Remuneration report ― www.elementis.com 75-83 86 84-87 104-105 80-81 86, 116 121-143 Environmental matters ― Code of Conduct ― Business Partner Code of Conduct ― Health, Safety and Environmental Policy ― Net Zero transition plan ― Water Stewardship Statement and Policy ― Biodiversity Statement ― Sustainability ― Materiality and strategy ― Strategy ― Climate ― Climate-related financial disclosures ― Environment ― People ― Responsible business ― www.elementis.com 57-87 60-61 61 62-74 163 62-74 75-83 84-87 Reporting requirement Policies and standards that govern our approach 1 Where to read more in this Report about our impact, including the principal risks relating to these matters Page Respect for human rights ― Code of Conduct ― Business Partner Code of Conduct ― Equality and diversity policies ― Human Rights Policy Statement ― Data protection and privacy policies ― Purchasing Code of Practice ― Modern Slavery Statement ― People ― Data privacy ― Diversity Policy and objectives 75-83 86 80-81 Social matters ― Code of Conduct ― Volunteering Policy ― While we do not have a specific policy on social/community matters, we engage directly with our communities wherever we operate ― Stakeholder engagement ― Environment ― People 100-103 62-74 75-83 Stakeholders ― Section 172 ― Section 172 100-103 Description of the business model ― Business model 26 Description of principal risks and impact on business activity ― Climate ― Risk management ― Principal risks and uncertainties ― Audit Committee report 62-74 40-43 44-49 111-116 Innovation ― Strategic progress ― Innovation ― www.elementis.com 14-21 22-37 Non-financial KPIs ― Non-financial KPIs ― Sustainability ― Materiality ― Strategy ― Climate ― Environment 39 57-87 60 61 62-74 62-74 1 The Company’s policies, statement and codes are available on the Company’s website, www.elementis.com Further information Reference to our policies, due diligence processes and information on how we are performing in these areas is contained throughout the Strategic report. Information on key performance indicators used to assess progress against targets and managing climate-related risks and opportunities can be found on pages 38-39. Certain Group policies and internal standards and guidelines are not published externally. #### Non-financial and sustainability information statement 88 Elementis plc Annual Report and Accounts 2025 ![]() 89 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report 1 This report sets out our approach to effective corporate governance and outlines key areas of focus of the Board and the activities it undertook during the year, as we continue to drive long-term value creation for our stakeholders. ## Elevate ## Governance In this section 90 Chair’s introduction to governance 92 Board of Directors 96 Division of responsibilities 97 Board in action 98 Key activities in 2025 100 Section 172(1) statement 104 Workforce engagement 106 Board performance review 107 Nomination Committee report 111 Audit Committee report 117 Compliance statement 121 Directors’ Remuneration report 144 Directors’ report 148 Directors’ responsibilities ![]() 90 Elementis plc Annual Report and Accounts 2025 Dear Shareholders, On behalf of the Board, I am pleased to introduce our Governance report for the year ended 31 December 2025. This report sets out our approach to effective corporate governance and outlines key areas of focus of the Board and the activities it undertook during the year, as we continue to drive long-term value creation for our stakeholders. I am grateful to my fellow Board members for their ongoing support. Purpose, culture and values Our purpose – unique chemistry, sustainable solutions – guides our strategy and priorities and underpins our decision-making as a Board. The Company’s values of Safety, Solutions, Ambition, Respect and Team underpin our culture, align with our purpose and drive our business success. The Company launched its new Elevate Elementis strategy and medium-term targets in July 2025 – a bold plan designed to accelerate sustainable growth, enhance customer value, and become a simpler and more agile business. In 2025, we saw the Company complete the sales of its Talc business and the disused Eaglescliffe site, achieving the transformation of Elementis into a pure-play specialty chemicals company. The Company has further built on this focused core with the strategic acquisition of Alchemy Ingredients Limited (“Alchemy”), a highly complementary business that enhances its expertise in sustainable formulation solutions and rheology. The Company also completed its Fit for the Future efficiency programme, establishing effective hubs for a variety of group functional activities in Porto and India. Finally, the Group returned around £40m from divestment proceeds to shareholders via a share buyback programme. Board succession and diversity We appointed Luc van Ravenstein as CEO in April 2025 and welcomed Kath Kearney-Croft as CFO in January 2026 (following her appointment as CFO designate in November 2025). Both Paul Waterman and Ralph Hewins made impressive positive impacts during their long tenures as CEO and CFO respectively, and left the Company with our thanks and best wishes. In recognition of the need to transition to a Board that is more reflective of the reduced size of the business, Heejae Chae stepped down from the Board on 31 December 2025 and Dorothee Deuring retired from the Board on 28 February 2026. The Board is enormously grateful for the breadth and depth of expertise that they each contributed, and wishes them every continued success. Following the completion of our key portfolio restructuring priorities and the leadership transition, I announced in October 2025 my own intention to stand down as Chair at the 2026 Annual General Meeting (“AGM”). It has been an honour to serve in this role, and I am confident the Group is well positioned for a new chapter of growth. The search for a new Chair is ongoing and an update will be provided in due course. As at 31 December 2025, 40% of the Board were women (four women and six men). After the conclusion of the 2026 AGM, the gender balance of the Board is expected to be four women and three men (excluding the appointment of a new Chair). I am pleased to report that we therefore meet the Listing Rules targets (also referred to in the FTSE Women Leaders Review) for (i) female representation on the Board to be at least 40%, (ii) there to be at least one individual on the Board from a minority ethnic background, and (iii) there to be at least one woman in a senior Board role. It was another busy year at Elementis, with several strategic milestones achieved, including the launch of our new strategy. Our solid foundations and financial strength position us well for future success.” John O’Higgins Chair #### Driving long-term value for our stakeholders #### Chair’s introduction to governance ![]() 91 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report We will continue to ensure that the benefits of diversity are appropriately considered in the context of any future Board recruitment. Further information on Board diversity is set out on pages 109-110. Net Zero transition plan In March 2025, we were pleased to receive validation of our science-based targets (“SBT”) for GHG emissions reduction from the Science Based Targets initiative (“SBTi”). The Board considered the impact of the Talc divestment on our SBT for greenhouse emissions, our Net Zero transition plan, and other sustainability-related risks and opportunities. The Board concluded that the relatively small carbon footprint contribution of the Talc business did not materially change our SBT or Net Zero transition plan, and that stakeholders would welcome the additional focus on decarbonising the Company’s core business that the divestment allowed. Further, the Talc divestment lowered other sustainability-related risks for the Company, such as those related to operating talc mines. Further information on our climate strategy can be found on pages 62-74. Board effectiveness The Board participated in an internally facilitated performance evaluation this year, having last undergone an externally facilitated evaluation in 2024. I am pleased to report that the evaluation found the Board and Committees to operate effectively, leveraging their diversity to provide robust challenge. Looking forward to 2026, the Board is well equipped to further challenge and support the new management team as they embed the Company’s reinvigorated strategy. Further details of the process followed and its outcomes are set out on page 106. Stakeholder engagement The Board is committed to understanding the views of the Company’s stakeholders to inform our decision-making process. This year, we held a range of investor and shareholder meetings on a variety of different topics, and we look forward to further dialogue at our AGM on 29 April 2026. The Board also maintains a variety of effective engagement channels with our stakeholders, as described in more detail on pages 100-103. In accordance with the requirements of provision 4 of the UK Corporate Governance Code, in response to last year’s AGM when 75.99% of shareholders voted to elect Christopher Mills, the Board engaged with our largest shareholders who had voted against Resolution 6 to understand their views. We published an interim report in October 2025 setting out the consultation process undertaken with shareholders, the key factors that had been identified for the vote against (which was due to perceived over- boarding issues based on the voting criteria used by ISS), and our response. Details can be found on our 2025 AGM page at www.elementis.com The Nomination Committee continues to review the composition of the Board and Committees to ensure that they have an appropriate balance of skills, knowledge and experience to support the strategy of the Company, both now and in the future. The Board has concluded, following the appraisal process, that Mr Mills continues to make an effective contribution and has committed sufficient time to Board meetings and any other duties, and are fully supportive of his re-election at the forthcoming AGM. The views of shareholders are important to the Elementis Board, and the Board continues its dialogue with shareholders. Annual General Meeting The AGM is an important event in the Company’s corporate calendar, providing an opportunity to engage with shareholders. This year we will be holding a physical-only AGM, with shareholders able to attend the meeting in person to vote and ask questions. There will be no online participation, but shareholders unable to join in person may ask questions in advance of the meeting via email: company.secretariat@elementis.com. A recording of the AGM will be made available on the 2026 AGM page at www.elementis.com. Further details are set out in the Notice of Meeting, which is available on the Company’s website. John O’Higgins Chair ![]() 92 Elementis plc Annual Report and Accounts 2025 John O’Higgins Chair Tenure John was appointed Non-Executive Chair and Chair of the Nomination Committee on 1 September 2021. John joined the Board as a Non-Executive Director on 4 February 2020 and was appointed Senior Independent Director on 29 April 2020 prior to his appointment as Chair. John will step down from the Board at the conclusion of the AGM on 29 April 2026. Independent Yes 1 Experience and role John served as chief executive of Spectris plc from January 2006 to September 2018, leading the business through a period of significant strategic transformation and development. Prior to Spectris plc, he spent 14 years at Honeywell International in a number of senior management roles, including chairman of Honeywell Automation India and president of Automation & Control for Asia-Pacific. His early career was spent at Daimler Benz A.G. as a research and development engineer. John held previous non-executive director roles at various companies, including Exide Technologies, a US-based supplier of battery technology to automotive and industrial users (2010-2015). He holds a master’s degree in Mechanical Engineering from Purdue University (US) and an MBA from INSEAD. External appointments Non-executive director of Johnson Matthey plc, Chair of remuneration committee and a member of the audit and nomination committees Non-executive director of Oxford Nanopore Technologies plc and a member of the audit, risk, remuneration and nomination committees Adviser to Envea Global, a market leader in environmental air and emissions measurement and majority owned by The Carlyle Group Tenure Luc was appointed CEO on 29 April 2025. Independent No Experience and role Luc has a proven track record of delivering innovation, growth and efficiency during his 14 years at Elementis. He led the Company’s largest business segment, Performance Specialties (comprising Global Coatings, Energy and Talc), for seven years. Prior to this, he led the Global Coatings business through its transformation programme and drove the execution of its growth strategies. Luc started his career with Elementis leading the Personal Care and Surfactants businesses, following leadership positions at specialty chemicals company Croda. Luc has an MSc degree in Chemistry and Chemical Engineering and a Professional Doctorate in Engineering from Eindhoven University of Technology. External appointments None Committee Chair A Audit Committee N Nomination Committee R Remuneration Committee N R Luc van Ravenstein Chief Executive Officer #### Board of Directors 1 On appointment. Kath Kearney-Croft Chief Financial Officer Trudy Schoolenberg Senior Independent Director Tenure Kath was appointed CFO-Designate on 3 November 2025 and became the Elementis Group CFO on 1 January 2026. Independent No Experience and role Kath is an accomplished CFO who has over 20 years’ of experience in a range of CFO and senior finance roles in the UK and US with Learning Technologies Group plc, SIG plc, Vitec plc, Rexam PLC and BOC Group plc. Kath has a strong track record of leading finance functions at international public companies and a wealth of expertise across industries, which is highly valuable to the delivery of our Elevate Elementis strategy. Kath is a Chartered Management Accountant with a degree in Business and Management Studies, and an MBA from the Manchester Business School. External appointments None Tenure Trudy was appointed Non-Executive Director on 15 March 2022 and become Senior Independent Director on 26 April 2022. Independent Yes Experience and role Trudy has over 30 years’ experience of working in the chemicals, engineering and high-performance product sectors. Having built her executive career with global organisations such as Shell, Wartsila and Akzo Nobel, she brings a strong international perspective and a proven track record for driving sustainability through innovation. In addition, Trudy has strong operational knowledge, gained during her time at Shell as production manager at the Pernis refinery in the Netherlands, the largest refinery in Europe and one of the largest in the world. Trudy currently serves as a non-executive director and chair of Accsys Technologies plc (AIM-listed sustainable building materials business) and a supervisory board member of SPIE SA (a listed technical services business). She previously served as a board member of The Netherlands Petroleum Stockpiling Agency (COVA) (2011-2021), non-executive director and senior independent director at Spirax- Sarco Engineering plc (2012-2021), non-executive director and senior independent director of Low and Bonar plc (2013-2020), supervisory board member of Avantium N.V. (2020-2022) and senior independent director of TI Fluid Systems plc (2022-2025). Trudy has a PhD in Technical Physics from the Delft University of Technology (the Netherlands) and holds a master’s degree in Industrial Engineering. External appointments Non-executive director and chair of Accsys Technologies plc Independent director of SPIE SA A N R ![]() 93 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Tenure Maria was appointed a Non-Executive Director on 11 March 2024. Independent Yes Experience and role Maria’s professional experience spans over 35 years in the petrochemical industry and includes roles in manufacturing, research and development (“R&D”), and commercial and business management. She worked at The Dow Chemical Company, Columbia Gas of Ohio and Container Corporation of America in the US. She also spent over a decade in global leadership roles in Europe, with Celanese, General Electric Plastics (now owned by SABIC) and Borealis, where her last role was commercial vice president for Borealis’ Global Specialty Solutions Business. Since 2022, Maria has held the role of president for the US and Canada business of Royal Vopak, a global, independent infrastructure provider. She sits on the board of Vopak’s US and Canadian joint ventures, which include Vopak Industrial Infrastructure Americas, Vopak Exolum Houston, Vopak Energy Storage Texas, Ridley Island Propane Export Terminal and Ridley Island Energy Export Facility. Maria holds a Bachelor of Science degree in Chemical Engineering and a Master of Business Administration – both from The Ohio State University. External appointments None Maria Ciliberti Independent Non-Executive Director R A N Tenure Christopher was appointed a Non-Independent Non-Executive Director on 1 January 2025. Independent No Experience and role Christopher is currently the Chief Executive Officer and Investment Manager of North Atlantic Smaller Companies Investment Trust plc, a UK listed investment trust, and a non-executive director of AssetCo plc, MJ Gleeson plc, Oryx International Growth Fund Limited and various other organisations. External appointments Chief Executive Officer and Investment Manager of North Atlantic Smaller Companies Investment Trust plc Non-executive director of Assetco plc Non-executive director of Oryx International Growth Fund Limited Non-executive director of Bigblu Broadband plc Non-executive director of Catalyst Media Group plc Non-executive director of EKF Diagnostics Holdings plc Non-executive director of Frenkel Topping Group plc Non-executive director of MJ Gleeson plc Non-executive director of Renalytix plc Christopher Mills Non-Independent Non-Executive Director N Christine Soden Independent Non-Executive Director Tenure Christine was appointed a Non-Executive Director on 1 November 2020 and is the Designated Non-Executive Director (“DNED”) for workforce engagement and became Chair of the Audit Committee on 26 April 2022. Independent Yes Experience and role Christine brings significant experience of innovation and the commercialisation of technology to the Board. She is an experienced CFO with a strong track record of leading a range of private and public companies rooted in innovation, with a particular focus on biotechnology, life sciences and pharmaceutical products. Christine was CFO and company secretary of Acacia Pharma Group plc, a public quoted provider of pharmaceutical products designed to improve the outcomes and recovery for surgical patients (2015- 2020). Prior to Acacia Pharma Group plc, Christine served as CFO and then non-executive director of AIM- listed Electrical Geodesics, Inc., which was acquired by Philips NV in 2017. She has also held CFO and finance leadership roles at Optos plc, BTG plc (former FTSE 250 constituent), Oxagen Limited and Celltech Chiroscience Group plc. Christine started her life sciences career as Financial Controller of Medeva plc. Christine has previously served as Chair of the audit committee at e-therapeutics plc, an AIM-listed technology- based drug discovery platform (2017-2020), and at Provalis plc, a quoted healthcare business (2000-2005). She was also non-executive director of Futurenova Limited, a provider of antimicrobial cases for iPads and iPhones (2017-2021), non-executive director of Cell and Gene Therapy Catapult (2020-2024), and non-executive director of Arecor Therapeutics plc (2021-2025). Christine is a chartered accountant and holds a degree in Mathematics from the University of Durham. External appointments None A N R Clement Woon Independent Non-Executive Director Tenure Clement was appointed a Non-Executive Director on 1 December 2022 and became Chair of the Remuneration Committee on 30 April 2024. Independent Yes Experience and role Clement brings broad managerial experience in globally operating technology and consumer-related industries. He has a strong track record of renewing traditional industries and revitalising growth through strategic interventions, and in-depth experience and knowledge of markets within the Asia-Pacific region. Clement was Group CEO of Saurer Intelligent Technology Co Ltd, a €1 billion textile machinery and components business listed on the Shanghai Stock Exchange, between August 2016 and March 2020. He continued to serve on the board of Saurer as a non-executive director until August 2021. Between March 2021 and January 2023, Clement served as chairman of PFI Foods Industries Pte Ltd. Between April 2014 and July 2016, Clement was adviser and co-CEO of Jinsheng Industry Co. Ltd, an industrial company in China with diverse interests including biotech, automotive and textiles. He also previously held various senior positions at companies based in Switzerland and Singapore, including division CEO of Leica Geosystems AG, president and CEO of SATS Ltd, and CEO Textile Division of OC Oerlikon AG. Clement holds an MSc in Industrial Engineering and a BEng in Electrical Engineering from the National University of Singapore, as well as an MBA in Technology Management from Nanyang Technological University, Singapore. External appointments Non-executive director of Morgan Advanced Materials plc R A N ![]() 94 Elementis plc Annual Report and Accounts 2025 Paul Waterman Chief Executive Officer Dorothee Deuring Independent Non-Executive Director Tenure Paul was appointed Chief Executive Officer (“CEO”) on 8 February 2016. Paul stepped down from the Board on 29 April 2025. Independent No Experience and role Paul has a proven track record in developing markets, products and opportunities for creating value, business optimisation and transformation. His global experience provided the skill set required to deliver the Company’s strategy and provide inspiring leadership. Prior to joining Elementis, Paul was global CEO of the BP Lubricants business in 2013 after having overseen the BP Australia/New Zealand downstream business. In 2010, Paul was country president of BP Australia. Prior to this he was CEO of BP’s global aviation, industrial, marine and energy lubricants businesses (2009-2010) and CEO of BP Lubricants Americas (2007-2009). He joined BP after it acquired Burmah- Castrol in 2000, having joined the latter in 1994 after roles at Reckitt Benckiser and Kraft Foods. Paul holds a BSc in Packaging Engineering from Michigan State University and an MBA in Finance and International Business from New York University, Stern School of Business. External appointments None Tenure Dorothee was appointed a Non-Executive Director on 1 March 2017. Dorothee retired from the Board on 28 February 2026. Independent Yes Experience and role Dorothee provided the Board with valuable insight into the wider European chemicals and industrial sectors as well as sector-specific acquisition expertise. Dorothee manages her own corporate advisory consultancy serving a number of European clients in the pharma/biotech sector. She is active in various industry bodies. Her previous executive roles include managing director and head of Corporate Advisory Group (Europe) at UBS in Zurich, head of M&A chemicals and healthcare at a private investment bank in Germany, and a senior executive in the corporate finance department at the Roche Group. Dorothee served as non-executive director of the supervisory board of Bilfinger SE and member of the audit committee (2016-2021), PolyPeptide Group AG (2023-2024) and Temenos AG (2023-2025). Dorothee holds a master’s degree in Chemistry from the Université Louis Pasteur, Strasbourg, and an MBA from INSEAD. External appointments Management board member of Cornucopia SICAV-SIF Supervisory board member of OMV AG R A N #### Board of Directors continued Directors who served during the year who left the Board before the date of signing of the Annual Report and Accounts Committee Chair A Audit Committee N Nomination Committee R Remuneration Committee Ralph Hewins Chief Financial Officer Tenure Ralph was appointed CFO-Designate and Executive Director on 12 September 2016 and became the Elementis Group CFO on 1 November 2016. Ralph stepped down from the Board on 31 December 2025. Independent No Experience and role Ralph is an accomplished CFO who has a strong track record in finance, strategy development and implementation, and mergers and acquisitions (“M&A”), which enabled him to provide effective financial leadership to underpin the delivery of the Company’s strategy. Ralph had a 30-year career with BP, where he held a number of significant leadership positions, including roles in financial management, sales and marketing, corporate development, M&A, strategy and planning. In 2010, he was CFO of BP Lubricants and served on the board of Castrol India Limited from 2010 until 2016. Ralph holds an MA in Modern History and Economics from the University of Oxford and an MBA from INSEAD. External appointments None Tenure Heejae was appointed a Non-Executive Director on 25 March 2024. Heejae stepped down from the Board on 31 December 2025. Independent Yes Experience and role Heejae served as chief executive of Scapa Group plc, a global supplier of products for healthcare and industrial markets, for 12 years, until its sale in 2021. Prior to joining Scapa Group plc, he held roles as group chief executive of Volex Group plc, and was the group general manager, radio frequency worldwide, for Amphenol Corporation. Heejae spent the early part of his career in finance at The Blackstone Group, and Donaldson, Lufkin & Jenrette, before moving into industry. Heejae holds a Bachelor of Arts in Economics and Bachelor of Science in Engineering from Columbia University, and an MBA from Harvard University. External appointments Non-executive director of IP Group plc and Chair of the IP Group remuneration committee Executive chairman of SysGroup plc Heejae Chae Independent Non-Executive Director N R ![]() 95 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Hannah Constantine Group General Counsel, Chief Compliance Officer & Company Secretary Tenure Hannah joined Elementis in August 2025. Experience and role Hannah is responsible for all legal and compliance matters across Elementis and is the Group Company Secretary. Hannah also serves as the Group’s Chief Compliance Officer. Hannah is an experienced lawyer with a strong track record of delivering pragmatic legal and strategic counsel across a broad range of sectors – from technology and defence to retail and leisure. Before joining Elementis, she held a number of senior roles at Smiths Group Plc, a FTSE 100 listed industrial engineering company, including a period living and working in Singapore with responsibility for the Asia-Pacific region, and most recently serving as General Counsel for Corporate & M&A. Hannah holds an MA Cantab in Modern and Medieval Languages from the University of Cambridge, and the Graduate Diploma in Law and Legal Practice Course qualifications from BPP Law School. Board at a glance as at 31 December 2025 Board nationality American 2 Austrian 1 British 3 Dutch 2 Irish 1 Singaporean 1 Board ethnicity White British or other white (including minority white groups) 7 Asian/Asian British 2 Not specified/ prefer not to say 1 Board gender Male 6 Female 4 8 years 10 months 5 years 10 months 3 years 8 months 5 years 2 months 3 years 1 month 1 year 9 months 1 year 8 months 1 year Dorothee Deuring John O’Higgins Trudy Schoolenberg Christine Soden Clement Woon Heejae Chae Maria Ciliberti Christopher Mills Non-executive Director tenure Directors’ key skills matrix JOH LvR RH KKC HC MC DD CM TS CS CW Manufacturing/industrial processing Specialty chemicals International business and markets Pension trustee M&A/capital-raising Financial/accounting/risk expertise (recent/relevant) Sales/marketing/customer Strategy/business development Research/technology/innovation/ product development Risk management HR/people Sustainability/climate Digital/e-commerce/cyber 29.4% Business and financial performance 46.5% Strategy 24.1% Governance, risk and compliance Board allocation of time spent in FY25 ![]() 96 Elementis plc Annual Report and Accounts 2025 Governance framework #### Division of responsibilities Board of Directors The Board is responsible for ensuring long-term sustainability and the delivery of long-term value and success for our shareholders. It also provides effective challenge and support to the Executive Leadership Team (“ELT”) in relation to strategy, while ensuring the Group maintains effective risk management and internal controls systems. Audit Committee Overseeing financial reporting and the Group’s financial systems Providing oversight and governance of internal controls and risk management Monitoring the independence and effectiveness of the external auditors Maintaining an appropriate relationship with our internal and external auditors Nomination Committee Responsibility for the structure, size and composition of the Board, ensuring the Board and Committees have the correct balance of skills, knowledge and experience Ensuring and overseeing succession planning and responsibility for the annual review of Board effectiveness Identifying and nominating suitable candidates for appointment to the Board Promoting diversity Remuneration Committee Setting the Remuneration Policy and determining the review structure for the Chair, Executive Directors and ELT, to align their remuneration with the long-term interests of the Company Approving bonus plan, long-term incentive plan targets and share awards Disclosure Committee Advising the Board regarding, and to ensure that Elementis makes, accurate and timely disclosure of price-sensitive information that is required to be disclosed to meet its legal and regulatory obligations Board Committees The Board is supported in its activities by Board Committees that have specific delegated responsibilities, as set out in separate terms of reference, which are available on the website: www.elementis.com Shareholders ELT The ELT is led by the CEO and meets quarterly to review various reports from all areas of the business, as well as the external operating environment and associated risks and opportunities. Relevant matters are reported to the Board by the CEO or the CFO. Read more on pages 111-116 Read more on pages 107-110 Read more on pages 121-143 Diversity, Equality & Inclusion Leadership Council Ethics & Compliance Council Health, Safety and Environmental Council Environmental Sustainability Council Cyber, Data Protection and Information Governance Steering Committee CEO The CEO is responsible for the day-to-day running of the business and overseeing its performance, development and strategy. ![]() 97 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report #### Board in action Board meeting attendance The attendance of the Directors at the scheduled Board meetings in the year ended 31 December 2025 is as follows: Member Member since Eligible meetings (max 8) Attendance John O’Higgins February 2020 8 8 Heejae Chae 1 March 2024 8 7 Maria Ciliberti March 2024 8 8 Dorothee Deuring March 2017 8 8 Christopher Mills 2 January 2025 8 7 Trudy Schoolenberg March 2022 8 8 Christine Soden November 2020 8 8 Clement Woon December 2022 8 8 Paul Waterman February 2016 3 2 Ralph Hewins November 2016 8 8 Luc van Ravenstein April 2025 5 5 1 Heejae Chae was unable to attend a Board meeting due to a schedule clash. 2 Christopher Mills was unable to attend a Board meeting due to a schedule clash. Board changes We welcomed Christopher Mills to the Board in January 2025. In April 2025, Paul Waterman stepped down from the Board and Luc van Ravenstein was appointed to the Board as Chief Executive Officer. In August 2025, Hannah Constantine joined Elementis following her appointment by the Board as Group General Counsel, Chief Compliance Officer and Company Secretary. In September 2025, it was announced that Ralph Hewins would be stepping down as CFO on 31 December 2025. Following a thorough search process led by the Nomination Committee, the Board was pleased to announce that Kath Kearney-Croft would be appointed as CFO designate on 3 November 2025 before becoming CFO and a member of the plc Board on 1 January 2026. In October 2025, it was announced that Heejae Chae would be stepping down from the Board on 31 December 2025 and John O’Higgins would step down from the Board at the conclusion of the AGM on 29 April 2026. In February 2026, Dorothee Deuring retired from the Board after reaching a tenure of nine years on the Board. Further information can be found on pages 108-109. Board meetings The Board has a formal annual programme of activities which is supplemented by ad hoc meetings and conference calls, when appropriate. At its formal meetings, the Board receives standing reports on business performance, operations (including Health, Safety and Environment (“HSE”) performance), sustainability, research and development, Information Technology (“IT”), investor engagement, governance, and legal and compliance. During 2025, the Board considered a number of topics: Annual operating plan Environmental, social and governance (“ESG”) and Sustainability Ethics and compliance External audit tender HSE and global process safety review Research and development Investor relations IT and cyber security Legal matters (including litigation) M&A matters (including the Talc disposal and Alchemy Ingredients acquisition) Manufacturing and supply chain Risk People-related topics, including: strategy; diversity, equity and inclusion (“DE&I”); people engagement; employee value proposition; and succession Procurement Share buyback Strategy The Elementis Group Pension Scheme Scheduled meetings during the year The allocation of agenda time for the eight scheduled meetings and ten adhoc meetings held in 2025 was categorised into: business and financial performance; strategy; and governance, risk and compliance. 2025 2024 Business and financial performance 29.4% 28.6% Strategy 46.5% 44.2% Governance, risk and compliance 24.1% 27.2% The Board regularly invites members of the ELT, and their team members, to Board meetings to report on their relevant business and functional areas. The Non-Executive Directors (“NEDs”) make themselves available for discussion with ELT members and subject matter experts in advance of Board meetings where a particularly strategic subject is tabled, to enable an in-depth exploration of the subject matter in preparation for the meeting. All Board members, or the NEDs and the Chair, typically meet in person the evening before Board meetings, to enable less formal discussions. ![]() 98 Elementis plc Annual Report and Accounts 2025 2025 Investor meetings In 2025, we held 127 meetings with our existing shareholders and new investors, up 27% compared with the prior year, reflecting the renewed interest in the Company post the Talc disposal and the launch of our new Elevate Elementis strategy. The Board values the importance of an active engagement programme and we are continuously looking to improve our engagements to build and develop open and trusted relationships with our shareholders. The Investor Relations function has primary responsibility for managing day-to-day communications with institutional shareholders and supports the Chair, SID, CEO and CFO in conducting a comprehensive shareholder engagement programme during each financial year. The CEO and CFO are the Company’s principal spokespeople. Throughout the year, alongside the Investor Relations function they engaged extensively with existing shareholders and prospective investors during individual and group meetings, as well as conferences and fireside discussions. In October 2025, the Company participated in its first European roadshow since 2019, covering Milan, Frankfurt and Paris. The Board receives an investor relations report at each of its meetings, outlining recent dialogue with investors and feedback received, and updates from our corporate brokers JP Morgan and DB Numis. Analysts’ reports are also made available to the Board. March Appointment of new Chief Executive Officer As announced on 18 November 2024, Paul Waterman stepped down from the Board on 29 April 2025. A thorough search process for his successor was led by the Nomination Committee, supported by an independent executive search firm, which included consideration of a range of candidates, both internal and external to the Company. The Board approved the appointment of Luc van Ravenstein as CEO and executive Board member, with effect from 29 April 2025 following approval at the AGM. Luc is a highly respected leader with a strong track record of delivering innovation, growth and efficiency, including during his 14 years at Elementis. Governance roadshow The Chair conducted a governance roadshow during March, meeting with the Company’s top shareholders. Discussions focused on the updated strategy and Group targets, succession planning and shareholder activism. Shareholders were also interested to discuss a potential sale of the Talc business. The Chair used this opportunity to gain feedback on capital allocation preferences and other governance-related matters, which was subsequently shared with the Board. May Divestment of Talc business Following a strategic review of the Talc business in August 2024, the Board considered options in relation to the Talc business in ‘divest’ and ‘retain’ scenarios, plus the possible applications for any sale proceeds, including repayment of net debt or initiating a share buyback programme. In May 2025, the Board approved the divestment of the Talc business to IMI Fabi S.p.A., a global talc manufacturer. Further information can be found on page 61. Launch of share buyback programme The Board approved the commencement of a share buyback programme to purchase up to approximately £40m of the Company’s ordinary shares. The Board was provided with independent advice on the buyback to ensure it enhanced shareholder value. The purpose of the share buyback was to reduce the Company’s share capital. The programme started on 28 May 2025. #### April Annual General Meeting The Company held a hybrid AGM on 29 April 2025, which shareholders were invited to attend in person or via a webcasting facility, with a telephone line available for shareholders to ask questions. The proceedings of the AGM are available on request. All resolutions were approved by shareholders on a poll. Shareholders were able to submit questions ahead of the AGM; however, no questions were submitted prior to or at the meeting. A recording of the AGM can be found on our website. #### Key activities in 2025 January The Chair of the Remuneration Committee contacted the top 15 shareholders to share a summary of proposed revisions to the Director’s Remuneration Policy, ahead of its tabling for approval at the 2025 AGM. Shareholders who engaged were supportive of the policy, particularly the tightening of malus and clawback rules and the introduction of Return on Capital Employed (“ROCE”) and Sustainability into the long-term incentive plan (“LTIP”). Other members of the Board are available to meet with shareholders as appropriate. ![]() 99 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report December Completion of share buyback programme On 12 December 2025, the Group announced that it had completed its share buyback programme, having purchased 24,578,253 shares at a total consideration of £39,999,998.92. Of the shares purchased, 23,026,118 shares were cancelled (representing 4.15% of the Group’s issued share capital) and 1,552,135 shares were held in Treasury and made available to meet the Group’s share-based award requirements. December/February/April Board succession Ralph Hewins stepped down as CFO and Kath Kearney-Croft joined the Board as CFO on 1 January 2026. Heejae Chae stepped down from the Board on 31 December 2025. Dorothee Deuring retired from the Board on 28 February 2026 after reaching a tenure of nine years on the Board. John O’Higgins, Non-Executive Chair, will step down from the Board at the conclusion of the AGM on 29 April 2026. #### November Acquisition of Alchemy Ingredients Limited On 26 November 2025, the Group announced its acquisition of Alchemy Ingredients, a UK-based company developing innovative, high-quality and sustainable rheology modifier ingredients for the personal care industry. Alchemy Ingredients’ products are natural functional ingredients that can fully or partially replace synthetic raw materials in cosmetic formulations. This acquisition is highly complementary to the Company’s existing rheology modifiers and technology expertise. It creates exciting opportunities to expand our skin care portfolio at a time when demand for natural ingredients and superior sensory experience is accelerating. By combining Alchemy Ingredients’ capabilities with our hectorite-based technologies, we aim to develop new textures and sensory profiles that elevate our cosmetic and skin care offerings. October Site visit to Livingston Since people are the Company’s core asset, the Board travels regularly to ensure that it has in-person engagement with the workforce on all levels and maintains a good understanding of the Group’s operations. A site visit to the manufacturing facility in Livingston, Scotland during 2025 enabled to the Board to gain insights from discussions with the local management team and colleagues about the opportunities and challenges they face, in management presentations as well as less formal networking events. Further information can be found on page 104. Chair succession On 29 October 2025, the Group announced that John O’Higgins would step down from the Board as Chair at the conclusion of the 2026 AGM. Further information can be found on page 109. Divestment of Eaglescliffe, UK site Following consent from the Environment Agency to transfer all operating permits to the new buyer, Flacks Group, the sale of the Eaglescliffe site was finalised in October 2025. September CFO succession On 30 September 2025, the Group announced that Ralph Hewins would be retiring from the Board as CFO on 31 December 2025. The Board appointed Kath Kearney-Croft to succeed Ralph, assuming the role of CFO designate on 3 November 2025 before becoming CFO and a member of the Elementis plc Board on 1 January 2026. Further information can be found on page 109. Internal Board performance The Board undertook an internal evaluation of its performance. Further information can be found on page 106. ![]() 100 Elementis plc Annual Report and Accounts 2025 Sale of the Talc business The Board approved the initiation of a strategic review of the Group’s Talc business in August 2024. In the intervening period, which led to the announcement (in May 2025) that a sale of the Talc business had been agreed, the Board regularly considered divestment options as part of the strategic review, including assessing if divesting the Talc business would deliver benefits to the retained Group, such as the ability to focus as a pure-play specialty chemicals business. S.172(1) considerations The impact of a decision to divest the Talc business on the retained Group operations in the longer term, as well as on stakeholders of the divested business. Whether the interests of the Talc business’s employees, customers and suppliers would be best served as part of the Group or under a new owner. The changed profile of Elementis’ environmental and regulatory impacts if the Talc business were to be sold. The Board’s role The Board’s decision-making process took into consideration the possible applications for any sale proceeds, including the implementation of the share buyback programme. The Board also considered the implications for the Group’s environmental sustainability profile, including the lower greenhouse gas emissions footprint that would result from a potential sale. The Board evaluated the profiles of prospective buyers for the Talc business and concluded that a divestment to IMI Fabi S.p.A., a global talc manufacturer, would be likely to result in positive outcomes for employees, customers and suppliers of the Talc business. Finally, the Board used insights from investor dialogues as part of the divestment strategy, including as to the optimal timing of the proposed divestment. Key stakeholders identified Investors Employees (including past and current pension holders) Customers Suppliers Government and regulators Communities and the environment #### Section 172(1) statement S172 Disclosure Page No The likely consequences of any decision in the long term Strategy Investment case Our business model Business performance review Sustainability 14-21 6 26-31 32-34 57-87 The interests of the Company’s employees Strategy People Workforce engagement Whistleblowing Culture 14-21 75-83 104 116 104 The need to foster business relationships with suppliers, customers and others Strategy Business performance overview Sustainability Responsible business Our business model 14-21 32-34 57-87 84-87 26-31 The impact of the Company’s operations on the community and the environment Strategy Environment Materiality Responsible business 14-21 62-74 60 84-87 The desirability of the Company maintaining a reputation for high standards of business conduct Strategy Risk management Audit Committee Report Responsible business 14-21 40-43 111-116 84-87 The need to act fairly as between members of the Company Strategy Stakeholder engagement Materiality Environment People 14-21 100-103 60 62-74 75-83 To enable our Directors to fulfil their duties when making decisions, it is essential that they understand what matters to, and the anticipated impact on, our stakeholders. Equally, it is not always possible to provide positive outcomes for all stakeholders when considering the long-term success of the Company. Details of our stakeholder groups and how the business and the Board have engaged with them during the year are set out on pages 100-103. The above statement on section 172 of the Companies Act 2006 is incorporated by reference into the Strategic Report on pages 1-88. Key decisions in the year Each of the matters described below was considered in detail at scheduled Board meetings throughout the year (and, for the CEO succession activities, at meetings of the Nomination and Remuneration Committees). A number of unscheduled meetings were also arranged to ensure stakeholder considerations were factored into the Board’s decision-making processes. ![]() 101 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Share buyback programme The Board approved the implementation of a share buyback programme to return £40m in excess cash to shareholders in 2025, following the receipt of proceeds from the disposal of the Talc business. S.172(1) considerations When considering whether to approve the distribution, the Board took into account stakeholders’ needs and all relevant circumstances, including the capital requirements of the business to support stakeholder initiatives. The Board’s role The Board considered that the share buyback would benefit shareholders, specifically through the future application of the Group’s stated dividend policy and the potential to deliver an increase in earnings per share. The Board considered positive feedback from key institutional shareholders that a share buyback would represent an optimal use of capital. Furthermore, many of our employees are also shareholders in the business and would benefit from the opportunity for future dividends. The Company may continue to engage in future share buybacks to create further value for shareholders, when cash flow permits and there is no immediate alternative investment use for the funds. Key stakeholders identified Investors Employees CEO succession Following Paul Waterman’s decision to step down as CEO as first announced in November 2024, Luc van Ravenstein was announced as our next CEO in March 2025, with his formal appointment to take effect at the AGM on 29 April 2025. S.172(1) considerations The Board considered Luc van Ravenstein’s significant experience at Elementis, leading the Performance Specialties business for seven years and the Personal Care business for six years, measured against a range of objective assessment criteria and the suitability of other internal and external candidates. The Board’s role Following a detailed evaluation of internal and external candidates and acting upon the recommendation of the Nomination Committee (and the Remuneration Committee in relation to remuneration considerations), the Board concluded that Elementis would benefit from Luc’s strong track record of delivering innovation, growth and efficiency during his then 13 years at Elementis. He had led the Company’s largest business segment, Performance Specialties (comprising Coatings, Energy and Talc), for seven years. During this period, Luc had overseen the transformation of Coatings into a leading specialty chemicals business with a higher quality product portfolio and significantly higher margins. Before that, Luc had led the Personal Care segment during a period of significant growth. Key stakeholders identified Investors Employees Customers Suppliers Government and regulators Communities and the environment Porto, Portugal East Windsor, US ![]() 102 Elementis plc Annual Report and Accounts 2025 #### Customers Our customers rely on us to deliver high-quality products with superior performance, efficiency and sustainability features. We deliver a range of products to customers around the world and, by providing expertise and innovation, we keep our customers at the forefront of their industries. What matters to them Customer service and performance Supply reliability and quality Responsible investment Affordability and value How we engage Continuous customer dialogue helps inform our innovation, which aligns with market trends Provision of technical support services to our customers: an established global key account programme enables us to focus on deepening our customer relationships Continuous feedback loop with key large customers drives more sustainable, innovative products that will meet their needs, strengthening partnerships and collaborations Participation and launching of new products at conferences and trade shows, and active participation in industry associations Actions and outcomes Established Elementis Global Quality Council resulting in a robust and proactive quality culture Enhancements to both systems and reporting processes have enabled better integration of sample processing and turnaround times Greater utilisation of the customer service team has provided improvements in quality of response times and order placement efficiency Standardised processes in customer communication have provided customers with clearer information #### Suppliers Partnering with suppliers who are committed to sustainable procurement is critical to our business as it reduces cost, mitigates supply chain risks, supports regulatory compliance and is aligned with our customers’ requirements. What matters to them Responsible and ethical supply chain Fostering collaboration and innovation Corporate social responsibility How we engage Business Partner Code of Conduct and onboarding Business reviews with key partners Corporate responsibility and ethics reporting Actions and outcomes Rotational site visits with key and critical suppliers Cross functional meetings to review innovation and strategic priorities Cost and efficiency savings to reduce waste, energy consumption and operational costs #### Employees Our employees are crucial to the success of our business, and many of our decisions have an impact on them. Our employees want to feel valued and empowered to make a difference. A safe, ethical and sustainable workplace with opportunities for real impact remains central to our employee proposition. What matters to them Health, safety and wellbeing Diverse and inclusive workplace Fair pay and reward Opportunities for learning and growth How we engage Initiatives around health, safety and wellbeing, and our organisational culture Promote diversity and inclusion, with a day dedicated to inclusion in November, and regional activities facilitated by the employee resource group Biannual engagement surveys to gather feedback and develop action plans Global and local townhall meetings Regular leadership briefings and intranet updates for the Fit for the Future programme Performance reviews and career development discussions Unlimited access to LinkedIn Learning Global 24-hour, confidential employee assistance programme Actions and outcomes 80% of sites with zero recordable injuries for >1 year Engagement survey participation grew to 93%, with the grand mean increasing to 4.04 Timely and effective communication, and consultation with trade unions, works councils and shop stewards where appropriate Over 887 hours logged on LinkedIn Learning Over 115 articles posted on the global intranet accessible to all employees #### Section 172(1) statement continued #### The Board has considered the interests of stakeholders throughout the year. The Board receives information on stakeholder engagement matters through regular reports and presentations from senior management throughout the year. All Board papers for principal Board decisions include a specific section on s.172(1) and stakeholder interests. In addition to specific s.172(1) duties, there are a range of other factors that are taken into account or may be considered relevant in the context of decision-making: for example, pension scheme members or engagement with regulatory authorities, as well as an overarching governance framework which includes Group policies, the Delegations Framework and the Code of Conduct. Directors bring additional value by sharing knowledge or insight gained from other previous or current roles. The Board visited our Livingston site during 2025. This visit provided an opportunity for employees and senior management to engage with the Directors during their tour of the site, which also included a management overview presentation and a social event scheduled with the Board. In addition, the Directors engaged directly with our investors (see pages 98 and 103 for more detail) and participated in a wider programme of engagement with our employees. Christine Soden, our DNED for Workforce Engagement, ensures that the views and concerns of the workforce are brought to the Board, understood and taken into account. Further information on our approach to workforce engagement can be found on page 104. Read more on page 20 Read more on pages 84-87 Read more on pages 75-83 ![]() 103 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Read more on pages 57-87 Read more on page 98 Read more on pages 85-87 #### Communities and the environment Engagement helps us to understand our impact on wider society and the ways in which we can work together to make a valuable difference. What matters to them Local employment Economic contribution Operational impact and disruption Environmental considerations How we engage Public disclosure of our material environmental and social topics, accessible via our website, including corporate responsibility, modern slavery, gender pay, water stewardship and carbon emissions Local volunteering activities Communicating annually via the Carbon Disclosure Project and UN Global Compact Actions and outcomes Investing in product innovations that reduce negative environmental impacts Adopting controls to prevent pollution of the local environment Long-term targets to reduce resource consumption and negative environmental impacts Silver rating on EcoVadis #### Investors As owners of the Company, it is important to engage actively and listen and respond to investor feedback throughout the year. What matters to them Successful delivery of our strategy and financial targets Transparent and regular updates Capital generation and shareholder returns Robust governance practices and responsible corporate citizenship How we engage Interim and full-year results presentations, investor roadshows, attendance at conferences, site visits and ad hoc meetings with existing and potential investors The AGM is an important event, attended by all Directors, where all shareholders can access the meeting and ask questions Governance roadshow with the Chair and meetings with the SID and Committee Chairs as required Actions and outcomes Maintained a comprehensive programme of communication throughout the year, with regular market updates 127 investor meetings with over 102 unique institutions (184 cumulative institutions) Hybrid AGM, with all resolutions passed Chair attended nine meetings with nine investors over the year, with the feedback collected shared with the Board Investor feedback is collated and shared with the Board on a regular basis #### Government, trade bodies and regulators Engagement with governments and local regulatory authorities helps to ensure we understand changing regulatory requirements and can maintain a constructive dialogue to meet these requirements. What matters to them Governance and compliance Trust and transparency Environmental impact Sustainable procurement How we engage Direct engagement with regulatory authorities, including permit compliance, reporting breaches, annual technical submissions and regulatory guidance Establishing and maintaining key contact relationships with the Company’s main regulators Active engagement with industry bodies Actions and outcomes In China we have taken proactive measures to meet changing regulatory requirements and worked closely with government authorities to secure permits and approvals for a range of initiatives We engage with government bodies and regulators through our membership of the Industrial Minerals Association on a number of matters, including sustainability, health and safety, and other product-specific topics ![]() 104 Elementis plc Annual Report and Accounts 2025 #### Workforce engagement How the Board monitors culture In line with the requirements of the UK Corporate Governance Code provision 2, the Board assesses and monitors culture to ensure that the desired culture has been embedded. Cultural indicators Promoting integrity and accountability Valuing diversity Being responsive to the views of stakeholders Culture aligned to purpose and values Culture aligned to strategy Employee engagement survey insight Employee retention, promotion and attrition data Reports on progress on DE&I Whistleblowing reports HSE performance Internal Audit reports and findings Ethics and compliance programme Engaged activities throughout the year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Board meeting Board site visit DNED engagement with employees Employee survey Speak Up survey Global townhall Board visits The Non-Executive Directors typically visit at least one of the Company’s manufacturing sites each year, to gain insights into the Group’s activities and to meet and engage with colleagues across the business. This enables the Directors to maximise their contribution to Board discussions and their understanding of stakeholders. Employee survey and Global townhall Employee surveys are carried out biannually, the results of which are received and discussed by the Board to understand what helps colleagues thrive at work. Further information on our engagement survey can be found on page 82. The Global townhall brings together colleagues across the world to hear business updates from the CEO and allows colleagues to participate in Q&A sessions. During 2025, there were three townhall sessions where colleagues’ questions included: challenges around tariffs, investors’ feedback, plans to increase investment in R&D, how to navigate cultural differences, cost savings, career expectations and opportunities for professional growth. October Board site visit to Livingston In October, the Board visited our UK manufacturing site in Livingston, Scotland which provided the Board with the opportunity to engage with colleagues. The Board discussed with the management team safety performance, operational efficiencies, new product innovation, CAPEX installations, and the sustainability initiatives currently being rolled out at the site. The Board then undertook a tour of the site where they observed the NiSAT cooling conveyor in operation (new technology that enables powdered NiSATs to be manufactured and granulated directly on site). They also saw the newly installed mechanical technology in the gel plant which supports the launch of new gel product innovations and the handling of high-viscosity gels. In the organoclay area, the tour highlighted the operational changes implemented based on OEE data, allowing the plant to consistently run at OEE levels above operational excellence in H2. Songjiang, China Huguenot, US ![]() 105 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report #### In line with the requirements of the UK Corporate Governance Code, the Board considered the mechanisms for ensuring that the views and concerns of the #### workforce are taken into account and agreed that a specific Board accountability for workforce #### engagement would be formalised by appointing a Board member to serve as the DNED for workforce engagement. Christine Soden currently serves as the DNED, having assumed the role on appointment as a Board member on 1 November 2020. Either while visiting sites during the year, or virtually via Teams, Christine Soden, as DNED, held a number of focus groups, which gave her an opportunity to meet with a selection of employees and encourage them to share their views and raise any issues or concerns. Christine ensures that employees’ questions and concerns are heard during Board discussions, that appropriate steps are taken to evaluate the impact of proposals and developments on the workforce, and that the Board considers what steps should be taken to mitigate any adverse impact. Christine also reviews the overall output of the Global Employee Engagement Survey, with specific attention paid to the sites where focus groups will be held. During the year, Christine held focus groups with colleagues in London, Huguenot US, and Mumbai/Taloja, India. Themes identified from the focus group sessions during the year included: Uncertainty driven by changes, e.g. the Fit for the Future transformation, the Talc divestment and new leadership IT challenges driven by slow connections, the need to update ERP systems and the need for better understanding on how to use artificial intelligence tools Good management and performance in HSE Internal communications and conversations about development and compensation Transition from a ‘cost cutting’ mindset to a balanced ‘cost and growth’ mindset How to better connect global sites producing similar products, to improve learning Workload and resourcing challenges Confidence in the new leadership and strategy #### The Board recognises the importance of engaging with our employees, and receiving feedback and insight from all levels #### within the Company.” Christine Soden Non-Executive Director for workforce engagement Songjiang, China ![]() 106 Elementis plc Annual Report and Accounts 2025 #### Board performance review #### Process for the year 2023 Internal evaluation 2024 External evaluation 2025 Internal evaluation 2026 Internal evaluation The Board undertakes a rigorous evaluation of its effectiveness and that of its Committees and individual Directors annually. The results of the evaluation enable the Board to reflect on the continuing effectiveness of its activities and quality of decisions, and to identify any areas for further focus in the coming year. At least once every three years, an externally facilitated evaluation of Board performance and effectiveness is carried out. The last externally facilitated evaluation was carried out in 2024, with the next scheduled to take place in 2027. In 2025, the Board undertook an internal evaluation of its performance. Board members completed a detailed questionnaire compiled by the Group General Counsel & Company Secretary and approved by the Chair. The questionnaire focused on: How the Board had managed opportunities and challenges during the year Board dynamics, Chair/Committee Chair and individual Board member performance The operation and effectiveness of the Board and its Committees Priorities for 2026 Evaluation findings and recommendations The responses of Board members to the questionnaire were largely positive in relation to the continued effective operation of the Board and its Committees. The Board’s relationship with management was seen as constructively challenging. The Board felt the sale of the Talc business and change of CEO were handled well. Directors generally noted the robust reporting that was received from management in relation to key areas such as the strategic growth agenda, innovation and inorganic growth. Improvements since 2024 included increased clarity of management materials, and the practice of taking detailed Board packs as read (enabling more time to be spent on discussion). Agreed focus areas for 2026 included: Further supporting the new management through regular interaction with Non-Executive Directors Building on the strategy and growth agenda Increased focus on R&D, customer and operational performance, and M&A #### August The questionnaire was sent to Directors for completion The individual responses were collated into a report summarising key themes by the Group General Counsel & Company Secretary #### September The Group General Counsel & Company Secretary discussed the key themes of the evaluation with the Chair and prepared a formal paper for discussion The Chair met with each Director individually to provide a forum for sharing any more detailed or specific feedback #### October The Board discussed the key findings and agreed on focus areas for 2026 The SID led a performance evaluation of the Chair with the other Board members #### July The Group General Counsel & Company Secretary and the Board Chair agreed the timetable and process for the internal evaluation, and the content of the questionnaire ![]() 107 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report #### Nomination Committee report Attendance at Nomination Committee meetings Member Member since Eligible meetings (max 6 1 ) Attendance John O’Higgins February 2020 6 6 Heejae Chae March 2024 6 6 Maria Ciliberti March 2024 6 6 Dorothee Deuring March 2017 6 6 Christopher Mills January 2025 6 6 Trudy Schoolenberg March 2022 6 6 Christine Soden November 2020 6 6 Clement Woon December 2022 6 6 The CEO and CFO were invited to attend where appropriate. 1 Three meetings were scheduled, and three were ad hoc. Our gender identity and ethnicity data in accordance with Listing Rule 6.6.6R(9) is set out on page 110 as at 31 December 2025. To compile this data, at year end, Board and ELT members were asked to complete a diversity disclosure to confirm which of the categories they identify with. Following Directorate changes announced in October, Heejae Chae stepped down from the Board on 31 December 2025, and John O’Higgins will step down from the Board at the conclusion of the AGM on 29 April 2026. Dorothee Deuring retired from the Board on 28 February 2026, having reached her nine-year tenure. Key responsibilities Regularly reviewing the structure and composition of the Board Ensuring the right leadership, balance of skills and experience to deliver the Company’s strategy and enable the Board to fulfil its obligations effectively Succession planning for the Board and ELT Leading on the annual performance evaluation of the Board and its Committees Identifying and nominating to the Board, for approval, candidates to fill Board vacancies as and when they arise Identifying and managing any potential conflicts of interests of the Committee The Committee’s terms of reference, which are reviewed and approved annually, are available at www.elementis.com Key activities and areas of focus Ongoing Board succession planning Engagement with external search consultants to conduct a search for a new CEO, CFO and Chair Appointment of a new CEO and CFO Executive progression (including the appointment of internal candidates as Chief Commercial Officer and VP Global Engineering, and an external candidate as Group General Counsel & Company Secretary) Oversight of the Group’s Diversity Policy Board effectiveness review (see page 106 for more details) Role of the Committee The Committee is responsible for the structure and composition of the Board and ensuring that the Board and Committees have an appropriate balance of skills, knowledge and experience to support the strategy of the Company, both now and in the future. Dear Shareholders, #### As Chair of the Nomination Committee (the ‘Committee’), #### I am pleased to present the Nomination Committee report covering the work of the Committee during 2025. #### This report should be read in conjunction with the separate section on compliance under the UK Corporate Governance #### Code on page 117.” John O’Higgins Chair, Nomination Committee ![]() 108 Elementis plc Annual Report and Accounts 2025 Programme of business Annual review of Directors’ independence and conflicts in accordance with the Committee’s terms of reference Reviewing structure, size, diversity and composition of the Board Succession planning for the Board and ELT, and oversight of senior management succession plans Ensuring that at least annually the NEDs meet without the Executive Directors present Oversight of the annual Board evaluation process, and evaluation of the Board Chair led by the SID Approval of the Nomination Committee report for inclusion in the Annual Report Board effectiveness process The Board is responsible for conducting an evaluation of the performance of the Board and its Committees on an annual basis. The Committee oversees the effectiveness of the process, which for 2025 comprised an internal evaluation by way of comprehensive questionnaire covering the effective performance of the Board and the functioning of the Committees. The last externally facilitated evaluation was carried out in 2024 and the next external review is scheduled for 2027. Further information regarding the process can be found on page 106. Board composition and skills A matrix is maintained which serves as a record of Directors’ experience, attributes and expertise. The Committee reviews this matrix annually to ensure that the Board has an appropriate composition and range of skills, experience and diversity to prevent any dominance, either individually or collectively, over the Board’s decision-making processes. Composition of the Board Chair 1 10% Independent Non-Executive Directors 2,3,4 60% Non-Independent Non-Executive Directors 10% Executive Directors 20% 1 John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026. 2 SID is female. 3 Heejae Chae stepped down from the Board on 31 December 2025. 4 Dorothee Deuring retired from the Board on 28 February 2026. Board expertise and experience matrix JOH LvR RH KKC HC MC DD CM TS CS CW Manufacturing/industrial processing Specialty chemicals International business and markets Pension trustee M&A/capital-raising Financial/accounting/risk expertise (recent/relevant) Sales/marketing/customer Strategy/business development Research/technology/ innovation/product development Risk management HR/people Sustainability/climate Digital/e-commerce/cyber Re-appointments to the Board and succession planning The Committee regularly reviews the schedule of non-executive tenure, and the next review will take place in 2026. Recommendations for annual re-appointment are supported by considerations regarding the Directors’ independence, experience and contribution which they bring to the Board and its Committees. These matters will be subsequently confirmed following the Board performance review process during 2026 and a review of conflicts and independence. In line with best practice, the continuing Board roles remain subject to annual re-election by shareholders. As reported in the Nomination Committee Report contained within the 2024 Annual Report and Accounts, the Committee undertook a process to appoint a new CEO in late 2024 and early 2025, following the announcement that Paul Waterman would be stepping down from the Board. Luc van Ravenstein was appointed by the Board as CEO and was subsequently elected by shareholders at the 2025 AGM. #### Nomination Committee report continued ![]() 109 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report In September 2025, the Company announced that Ralph Hewins would be retiring from the Company after nine years, and would step down from his position as CFO at the end of 2025. Ralph agreed to remain with the Company until 31 March 2026 to facilitate an orderly transition to his successor. At the point at which Ralph first indicated his desire to consider retirement options, the Committee initiated a process to identify and appoint his successor, and conducted a thorough search, supported by an independent executive search firm. A role specification was considered and approved by the Committee, with input from the Executive Directors and Egon Zehnder, which was awarded the mandate by the Committee to search for the Board’s next CFO. The Committee agreed that the CFO candidates should: Be a current, proven and well-regarded CFO from the broad industrial/manufacturing sector Ideally have CFO experience with UK listed PLCs Exhibit significant international business or complex multinational B2B experience in their careers Be strategic thinkers, able to play a role in Board discussions on Elementis’ strategy Egon Zehnder prepared a long list comprising candidates from the widest talent pool, against the above objective criteria and with regard to the benefits of diversity, including gender and ethnicity. The Committee duly discussed the merits of each candidate and agreed a shortlist to be interviewed by Board members. Committee meetings were held to discuss feedback. Following conclusion of the interview process, which involved each Committee member meeting with the preferred candidate (either in person or via videoconference), together with the taking of references and addressing external responsibilities, logistical issues (such as notice period negotiations) and potential conflicts, the Committee agreed to recommend to the Board that Kath Kearney-Croft be appointed as CFO designate from 3 November 2025, before becoming CFO and a member of the Elementis plc Board as of 1 January 2026. Please see page 92 for Kath’s biography. Following the announcement on 29 October 2025 that John O’Higgins would step down as Chair at the conclusion of the 2026 AGM, the SID initiated a process to identify and appoint a successor. The search for a new Chair is ongoing and an update will be provided in due course. The re-appointments of Clement Woon (for a second three-year term from December 2025) and John O’Higgins (from February 2026 until the conclusion of the AGM in April 2026) were considered and approved by the Board during the year, upon the recommendation of the Committee. The Committee have considered and reflected upon the Group strategy and will take forward a smaller board in 2026, following the departure of Heejae Chae and Dorothee Deuring, whilst continuing to maintain a diverse board with the appropriate skills and experience to support the future strategy. ELT Additional changes to the ELT during the year included: Promotion of Stijn Dejonckheere to Chief Commercial Officer Promotion of Colin Smith to Senior Vice President (“SVP”) Global Manufacturing Appointment of Hannah Constantine as Group General Counsel, Chief Compliance Officer & Company Secretary Re-election of Directors The Board has concluded, following the appraisal process, that each of the Directors standing for re-election continued to make an effective contribution to the Board and committed sufficient time to the Board and Committee meetings and any other duties. Further information regarding time commitments can be found on page 119. For those Directors standing for both election and re-election at the 2026 AGM, an explanation of how they contribute to the success of the Company can be found in the Notice of Meeting. NED length of tenure 6-9 years 1 12.5% 3-6 years 2 50% Less than 3 years 3 37.5% 1 Dorothee Deuring retired from the Board in February 2026 after reaching her nine-year tenure. 2 John O’Higgins will step down from the Board at the conclusion of the AGM in April 2026. 3 Heejae Chae stepped down from the Board on 31 December 2025. Diversity Policy The Board has adopted a Board Diversity Policy, which is available on the Company’s website. The Board acknowledges the importance of diversity in its broadest sense in the boardroom as a key element of Board effectiveness. Diversity includes perspective, experience (including working internationally), background (including nationality), cognitive and personal strengths and other personal attributes, as well as diversity of gender, social background and ethnicity. We consider overall Board balance when appointing new Board members. ![]() 110 Elementis plc Annual Report and Accounts 2025 Progress on our diversity objectives Our external advisers are selected on their commitment and ability to deliver diverse long lists in recruitment processes The composition of the Board is reviewed on an annual basis, with an assessment of skills, expertise, backgrounds and experience prior to Directors joining the Board and on an ongoing basis using a diversity matrix Oversight of gender and ethnic diversity profile across the Group, including promotion of talent into management roles (see pages 79-82 for progress on female leadership). The gender balance of those in senior management and their direct reports can be found on page 80 The Parker Review has asked each company to set a target for the percentage goal of senior management positions that will be occupied by ethnic minority individuals to be achieved by December 2027. The Nomination Committee has concluded that setting this target would be of limited practical value as Elementis is a global company, spanning many locations with differing definitions of ‘ethnicity’ and varying restrictions on gathering ethnicity-related data. We therefore continue to focus on driving inclusion globally, aided by data measured via the FTSE Women Leaders Review, our US ethnicity survey and our Gallup engagement survey. Please see further details on pages 80-83 regarding our diverse and inclusive environment at Elementis. Oversight of executive and senior management succession UKLR gender and diversity targets Target Outcome Observation At least 40% of Board directors are women Achieved The Board will ensure that the benefits of diversity continue to be considered in the context of any future Board recruitment At least one senior Board position held by a woman Achieved The role of SID is held by Dr Trudy Schoolenberg. Following the appointment of Kath Kearney-Croft as CFO on 1 January 2026, there will be two women in a senior Board role At least one Board director from a minority ethnic background Achieved Following the appointment of Clement Woon to the Board in December 2022 and the appointment of Heejae Chae to the Board in March 2024, there were two members of the Board from minority ethnic backgrounds in 2025 Nationality of the Board American 2 20% Austrian 1 10% British 3 30% Dutch 2 20% Irish 1 10% Singaporean 1 10% Gender representation among Board and executive management Number of Board members Percentage of Board Number of senior positions on Board 1 Number in executive management 2 Percentage of executive management 2 Male 6 60% 3 7 87.5% Female 4 40% 1 1 12.5% Not specified/ prefer not to say – – – – – 1 CEO, CFO, SID, Chair. 2 From 1 January 2026, the executive management team will consist of six males (75%) and two females (25%). Ethnicity representation among Board and executive management Number of Board members Percentage of Board Number of senior positions on Board 1 Number in executive management Percentage of executive management White British or other white (including minority white groups) 7 77.8% 4 8 100% Mixed/multiple ethnic groups 0 0% 0 0 0% Asian/Asian British 2 22.2% 0 0 0% Black/African/ Caribbean/ Black British 0 0% 0 0 0% Other ethnic group, including Arab 0 0% 0 0 0% Not specified/ prefer not to say 1 11.1% – – – 1 CEO, CFO, SID, Chair. Priorities for the year ahead Review of Board and senior management succession plans Review of Board Diversity Policy and objectives Review of management progress towards achieving diversity objectives Review of the 2025 internal Board performance review outcomes and action plan, and planning for our 2026 internal Board performance review John O’Higgins Chair, Nomination Committee #### Nomination Committee report continued ![]() 111 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Attendance at Audit Committee meetings Member Member since Eligible meetings (max 3) Attendance Christine Soden (Chair) November 2020 3 3 Maria Ciliberti March 2024 3 3 Dorothee Deuring March 2017 3 3 Trudy Schoolenberg March 2022 3 3 Clement Woon December 2022 3 3 Composition of the Committee and meetings attendance In accordance with the Code, the Board has confirmed that all members of the Committee are independent NEDs and have been appointed to the Committee based on their individual financial and commercial experience. The Board is satisfied that Christine Soden, as Chair of the Committee, has recent and relevant financial experience to chair the Committee through her previous executive roles as CFO at Acacia Pharma Group plc (2015-2020) and CFO of Electrical Geodesics, Inc. Christine is a chartered accountant (FCA). The Committee, as a whole, has financial and commercial competence relevant to the sector in which the Group operates. Further information on the skills, expertise and experience of Committee members can be found on page 108. The Chair of the Board, CEO, CFO, Group Financial Controller and Head of Tax, together with representatives from the external auditors (Deloitte) and internal auditors (PwC), have a standing invitation to attend relevant parts of the meetings. The Committee meets with external and internal auditors without management being present to ensure objectivity. All Board members have access to Committee papers. Key responsibilities Monitoring the integrity of the Group’s financial statements, financial reporting and related statements Ensuring the appropriateness of accounting policies, any changes to these, and any significant estimates and judgements made Reviewing the effectiveness of internal control, compliance and risk management systems (including whistleblowing arrangements) Overseeing all aspects of the relationship with the internal and external auditors; approving the policy on non-audit services; making recommendations to the Board for their dismissal or changes; and supervising any tender process The Committee’s terms of reference, which are reviewed and approved annually, are available at www.elementis.com Key activities and areas of focus Recommended approval of the 2024 Annual Report and Accounts and 2025 Half-Year Interim Statements to the Board Approval of audit plans (external and internal) for 2025 Conducted audit tender process Fair, balanced and understandable assessment Review of going concern and viability statement Presentation of adjusting items Goodwill and indefinite life intangible assets impairment review Corporate Governance (Provision 29) roadmap and readiness Accounting for acquisition and disposals Role of the Committee To assist the Board by establishing, reviewing and monitoring the Group’s financial reporting, internal controls framework and risk management, internal audit programmes and changes in regulatory requirements. The Committee applied the principles and provisions set out in Section 4 of the UK Corporate Governance Code 2024. The Committee applied the responsibilities set out in the Audit Committees and the External Audit: Minimum Standard and more details on how we met these can be found under Audit tender, Audit Independence and objectivity, and Audit effectiveness contained within the report of the Audit Committee. #### Audit Committee report Dear Shareholders, #### As Chair of the Audit Committee (the ‘Committee’), #### I am pleased to present the Audit Committee report covering the work of the Committee during 2025. #### This report should be read in conjunction with the separate section on compliance under the UK Corporate Governance #### Code on page 117.” Christine Soden Chair, Audit Committee ![]() 112 Elementis plc Annual Report and Accounts 2025 #### Audit Committee report continued Activities during the year The Committee’s primary focus in 2025 has been on: Meetings with both the internal and external auditors to review their key findings Reviewing the internal control systems and considering the output of internal audit reviews and management’s action plans Reviewing the integrity and consistency of key accounting judgements made by management in both the Company’s full and half-year results Accounting judgements associated with the Talc business, pre and post sale (May 2025) Advising the Board on whether the Annual Report and Accounts preparation process is fair, balanced and understandable, and provides the information necessary to shareholders to assess the Group’s position and performance, business model and strategy Reviewing the going concern and viability statements and the supporting assumptions and assessments in the Company’s half-year report and Annual Report and Accounts Ensuring compliance with applicable accounting standards, monitoring developments in accounting regulations which affect the Group, and reviewing appropriateness of accounting policies and practices currently in place Considering the material tax and legal risk and provisioning together with overseeing matters relating to tax, including the impact of tax rates on the financial statements, the position on EU state aid and approval of the Company’s tax strategy Litigation and compliance reports for both the full and half year Considering the material legal risks impacting the Company and the associated provisioning for both the full and half year Receiving updates on the Code of Conduct and Ethics and the associated training and whistleblowing reports Technical updates on key developments in the preparation of the Annual Report and Accounts, 2025 year-end report environment, corporate governance matters and future developments Reviewing the Group’s risk management activities undertaken by each business area, and at Group level, to identify and assess the Group’s principal and key operational risks Monitoring and assessing the Group’s insurance arrangements Reviewing climate-related risks and opportunities Reviewing double materiality update and management’s approach to regulatory changes regarding non-financial disclosures Monitoring proposed audit and corporate governance reforms, including Provision 29, and the Group’s preparedness for the new controls regime Statutory audit tender process Reviewed the preparatory activities for the introduction of Provision 29. All material controls have been identified and dry-run testing is underway. The Group is on track to ensure compliance by 31 December 2026. Committee effectiveness The Committee’s performance and effectiveness was reviewed in the year as part of the Board and Committee effectiveness review conducted by the Group General Counsel & Company Secretary on behalf of the Chair of the Board. Further details can be found on page 106. External auditors Deloitte has served as external auditor for ten years. The Committee engaged with Deloitte to ensure this key area of oversight was appropriately maintained. The Committee periodically meets privately, without management present, with the lead audit partner and senior members of the audit team in order to help promote and encourage honest and open feedback from all parties. Audit of the 2025 Annual Report and Accounts Deloitte reviewed with the Committee its audit strategy and plan for the 2025 audit, highlighting those areas which it considered to have a more significant risk profile, thus meriting special focus. Deloitte views significant audit risks as those areas where there is a higher risk of material misstatement. The Committee and Deloitte discussed and agreed that the audit plan should place extra focus on risks associated with revenue recognition, adjusting items, and management override of controls. The Committee considered the audit plan presented by Deloitte, which included an assessment of whether the materiality level and proposed resources to undertake the audit were consistent with the scope. The Committee considered whether it would require Deloitte to look at any additional specific areas but concluded that the proposed audit plan already adequately covered the key judgemental areas. On completion of the audit, Deloitte prepared a detailed report of its audit findings, which was reviewed and discussed by the Committee. A similar process was undertaken for the half-year results. Audit effectiveness As part of its oversight of the external auditor, the Committee annually assesses the performance and effectiveness of the external auditor, and the audit process more broadly. This assessment includes consideration and evaluation of the quality of the audit, how the auditor handled key accounting judgements and how effectively the auditor responded to the Committee’s questions. The Committee’s evaluation of the audit quality included the following key areas: Constructive challenge of management’s key judgements Quality and consistency of the senior audit team ![]() 113 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Deloitte’s quality assurance procedures Compliance with relevant legislative and professional standards Competence and objectivity of key judgemental audit areas such as provisions and other estimates Type of data analytic tools used in the audit The auditor’s Audit Quality Inspection reports published by the Financial Reporting Council (“FRC”) In addition to the above considerations, the Committee also considered the results of management’s survey of internal stakeholders who had the most interaction with the auditor during the audit process. The data was collated into a score card which was used to help assess the strengths and any weaknesses of the external auditor’s performance. Management and the external auditors address any areas of weakness in their regular review meetings and the lead audit partner updates the Committee on how areas of weakness are being addressed. Audit independence and objectivity The Committee considers the external auditor’s objectivity and independence at least twice a year. It takes into account the information and assurances provided by the auditor confirming that all its partners and staff involved with the audit are independent of any links to Elementis. The Committee also monitors changes in legislation related to auditor independence and objectivity to assist the Company to remain compliant. Deloitte has confirmed that all its partners and staff complied with their ethics and independence policies and procedures, which are fully consistent with the FRC’s Ethical Standard, including that none of its employees working on the Company’s audit hold any shares in Elementis plc. Deloitte is required to provide written disclosure at the planning stage of the audit in the form of an independence confirmation letter. This letter discloses matters relating to its independence and objectivity, including any relationships that may reasonably be thought to have an impact on its independence and the integrity and objectivity of the audit engagement partner and the audit staff. The audit engagement partner must change every five years and other senior audit staff rotate at regular intervals. The Committee develops and recommends to the Board the Company’s policy on non-audit services and associated fees that are paid to Deloitte. In accordance with the FRC’s Revised Ethical Standard, an auditor is only permitted to provide certain non-audit services to public interest entities (e.g. Elementis plc) that are closely linked to the audit itself or that are required by law or regulation, as such services could impede their independence. Permitted non-audit services fees paid to the statutory auditor are subject to a fee cap of no more than 70% of the average annual statutory audit fee for the three consecutive financial periods preceding the financial period in which the cap applies. The 70% non-audit services fee cap has been applied to the Group for the year ended 31 December 2025. The average audit fee is $2.4m (calculated as the average of the audit fees for the three preceding financial years; 2024: $2.5m; 2023: $2.4m; 2022: $2.4m). Non-audit services fees during the year were $0.3m (2024: $0.4m; 2023: $0.3m 2022: $0.3m), which is significantly below the cap of $1.7m (70% of $2.4m). In 2025, fees for non-audit services represent 5.88% of the average audit fees on which the cap is based. The Committee is of the view that Deloitte was objective and independent throughout the 2025 audit process. Non-audit services The Group has an agreed policy with regard to the provision of audit and non-audit services by the external auditor, which has operated throughout 2025 and is available on the Company’s website. Under the policy, the CFO may approve individual engagements where the fee is up to 15% of the Group’s audit fee for the year, provided that the non-audit fees in the year do not exceed 50% of that Group audit fee. Decisions above these thresholds must be referred to the Committee for determination. 2025 2024 Audit fees ($m) 1.9 2.1 Assurance-related services ($m) 0.2 0.3 Non-audit fees ($m) 0.1 0.1 Ratio of non-audit fees to audit fees (%) 5.26% 4.76% Total fees ($m) 2.2 2.5 Audit tender As a UK listed company, Elementis is required to carry out an audit tender every ten years and rotate the external audit partner every five years. Deloitte was first appointed as external auditor in April 2016 following a tender in 2015 and therefore the 2025 Annual Report is the tenth that they have audited. Deloitte last rotated the lead audit partner in January 2022. The Committee confirms that the Company is compliant with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, for the year ended 31 December 2025. Elementis announced its intention to commence a formal audit tender process during 2025 in its 2024 Annual Report. The Audit Committee has primary responsibility for the audit tender process and, at its meeting in December 2024, the Committee agreed the stages of the process, timeline and selection criteria. The Committee’s key objective throughout the tender process, and in making its recommendations to the Board, was to ensure that Elementis appointed an audit firm that would provide a high-quality, effective audit. ![]() 114 Elementis plc Annual Report and Accounts 2025 To ensure an effective and efficient tender process, the Audit Committee established a Sub-Committee comprising the Audit Committee Chair, the CFO, the Group Financial Controller and Head of Tax, the Head of Technical Accounting and Reporting and the VP Global Sustainability, to meet with the three candidate firms to consider the tender submissions and to receive presentations from them. The Committee was kept up to date throughout the tender process by the Chair. The timeline of the tender process, which started in March 2025, is set out below. The process was managed in such a way as to allow adequate time to consider the merits of the proposals of the candidate firms and recommend the preferred firm to the Board, and to seek shareholder approval at the AGM, in advance of the commencement of the audit for the financial year ending 31 December 2026. Timeline Action 2025 March Request for proposal issued March Data room available to candidate audit firms April Introductory meetings between Sub-Committee and candidate audit firms April Meetings between Sub-Committee and candidate audit firms May Audit proposals submitted to Elementis June Presentation to the Sub-Committee July Audit Committee recommendation to the Board and Board approval 2026 April Shareholders to approve the appointment of auditors During 2024, the Committee held informal discussions with a range of audit firms to ascertain their willingness and capacity to participate in the audit tender process. During March 2025, the Committee decided to formally invite Deloitte, Ernst & Young and Grant Thornton to tender for the Company’s audit. Deloitte were invited as the incumbent auditor, Ernst & Young were invited as one of the Big 4 audit firms and Grant Thornton were invited as a non-Big 4 challenger firm. The Committee felt that this provided a good range of firms which would lead to a competitive tender process. In line with FRC guidance, the written responses to the Request for Proposal (“RFP”) were assessed by the core team against the following criteria: Headline criteria Themes Business understanding Understanding of Chemicals/Manufacturing sector and emerging trends Experience of auditing FTSE 250 companies Global reach and coordination Suitable international presence Strength/manner of global and cross-functional coordination Engagement, team and leadership Experience with similar size/sector clients Cultural fit to Elementis Experience of lead audit team members Transition plans and/or commitment to stable audit teams Technology and innovation Use of data analytics in audit procedures Integration of cybersecurity and IT risk assessments in audits Digital tools for real-time reporting and analytics Approach to leveraging big data for audit insights Audit approach Proposed audit strategy and risk assessment approach Communication and stakeholder management Approach to fraud detection and internal control evaluation Sample audit plan Quality and independence Ranking in audit quality reports (e.g. FRC Audit Quality Reviews) Conflicts of interest References Ethical standards compliance Fees/value for money Detailed breakdown of audit fees Flexibility on additional services Demonstration of added value Outcome of statutory audit tender process As described above, the three firms provided a written response to the tender RFP and presented their proposals to the Sub-Committee. This provided an opportunity to explore the areas within the selection criteria, and to assess the quality of the key members of the proposed audit teams. The Sub-Committee considered the tender submissions and presentations from the audit teams and the extent to which they met the selection criteria. #### Audit Committee report continued ![]() 115 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report The Sub-Committee agreed that all proposals would deliver a quality external audit. Overall, the Sub-Committee concluded that the preferred candidate was Ernst & Young LLP, due to: (i) their proposed scoping of the audit engagement and associated cost profile; (ii) their proposed use of analytic and artificial intelligence technology within the audit; and (iii) the quality and experience of the proposed audit team. The Sub-Committee recommended to the Audit Committee that Ernst & Young LLP be appointed for up to ten years in accordance with relevant legislation and regulations. The Audit Committee supported the Sub-Committee’s recommendation. At its meeting on July 2025, the Board approved the Committee’s proposal to appoint Ernst & Young LLP as statutory auditor of the Company for the year ending 31 December 2026, subject to shareholder approval at the 2026 AGM. It was agreed with Ernst & Young that their team would shadow Deloitte during the 2025 external audit process to provide maximum opportunity for Ernst & Young to understand the key accounting issues relevant to the Group as comprehensively as possible in advance of their formal appointment. Ernst & Young LLP has expressed its willingness to be appointed as auditor of the Company. Separate resolutions proposing Ernst & Young LLP’s appointment and the determination of its remuneration by the Audit Committee will be proposed at the 2026 AGM. The Committee would like to thank all participating firms for their professionalism and the quality of their submissions. Key judgements Key judgements How the Audit Committee has addressed these matters Revenue recognition The main area of judgement continues to be in relation to recognition of revenue from shipments by sea. The Committee satisfied itself that the Group had appropriately recognised revenues in accordance with their contractual obligations during the period, paying particular attention to period end cut-off. Classification of costs as “Profit/Loss from discontinued operations” or “Business Transformation” adjusting items The main area of judgement is ensuring that costs allocated to discontinued operations and business transformation adjusting items are appropriately aligned with the nature of these activities. The Committee has held discussions with management to walk through the costs allocated to each of these categories to ensure their appropriateness. The Committee challenged management on several items and satisfied itself that costs had been allocated appropriately. The Committee discussed and challenged management’s assessment of the key judgements set out above and was satisfied that all judgements and estimations had been appropriately made and the financial statement disclosures were appropriate. Internal controls, risk and risk management A key part of the Committee’s role is to review the effectiveness of the internal control, compliance and risk management systems, which it carries out in support of the Board’s formal review of significant risks and material controls, as summarised in the Risk management report on pages 40-43. The Committee also has oversight of associated readiness activity and implementation timelines, for example in relation to Provision 29, and allocates appropriate resources to continue the development of our framework of controls in line with guidance. During 2025, PwC provided an outsourced internal audit function. The internal audit plan is based on a review of the key risks which are considered high risk in the context of the Group’s activities, or have not been subject to a recent audit. The 2025 internal audit plan was discussed and agreed between management and PwC ahead of it being considered and subsequently approved by the Committee. Management reviews the schedule with PwC on a quarterly basis and adapts the schedule during the year to incorporate any new or increased risks. The outcomes of these reports are provided to the Committee, alongside any management actions. Following an evaluation of the services provided by PwC in respect of the internal audit conducted in 2025, the Committee has confirmed that both the process for determining the internal audit programme, and the programme itself, are appropriate and effective. During the second half of 2025, the Committee approved management’s proposal to terminate the services of PwC effective 31 December 2025 and set up the Company’s own in-house internal audit function. By creating and running the Company’s own internal audit function, the Committee believes that the Company will benefit from enhanced value-added recommendations and a wider ranging internal audit scope, allowing more audits to be undertaken annually in a more cost-effective manner. External specialist resources will be used to complement the new internal audit team where deep technical expertise is required. The new internal audit function will report directly to the Chair of the Committee. Management are committed to addressing all control findings identified by both the internal and external auditors. The Group has continued to remediate control deficiencies as they are identified; during 2025, specific focus was placed on enhancing price override and journal review controls. The Group also continues to invest in its finance, operational and IT capabilities, and management are committed to maintaining a strong control environment. Set out below is a summary of the key features of the Group’s internal controls and risk management system. Control environment The Group has policies and procedures that set out the responsibilities of business and site management, including authority levels, reporting disciplines, and responsibility for risk management and internal controls. In addition, annual compliance statements on internal controls are certified by each operating segment. ![]() 116 Elementis plc Annual Report and Accounts 2025 Risk identification and review A formal risk review process exists at Board and ELT levels for the identification, evaluation, mitigation and ongoing monitoring of risks, including emerging risks. Further details can be found on pages 40-43. Internal audit programme An internal audit programme is proposed by the internal audit function in consultation with the CFO and approved by the Committee each year, setting out a programme of audits over the course of the next 12 months. The programme covers the monitoring of the effectiveness of internal controls and the design of processes to test the effectiveness of controls. As well as conducting audits of operating facilities, sales offices and tolling sites on a two- to three-year rotational basis, the internal audit programme includes reviews of Group functions and processes. During 2025, the following audits were undertaken: Cyber security Hsinchu (Taiwan) Huguenot (US) Taloja (India) The three site audits involved various reviews of the control environment at each site, including continuity, financial systems, governance and ESG reporting. Controls assurance The controls assurance framework at Elementis is as follows: Board leadership supported by an open and transparent culture of ‘no surprises’, good governance and compliance. This means knowing and understanding the businesses and quality interactions between the Board and the ELT (including a regular programme of presentations and reports to the Board, as well as operational site visits) Internal and external audit programmes, and regular litigation and compliance reviews with the Group General Counsel & Company Secretary A programme of compliance audits, regulatory inspections, environmental reviews and property surveys by external specialists The Company’s Code of Conduct and Ethics, on which all employees receive training, and which summarises the Company’s key policies, including anti-bribery and corruption, whistleblowing arrangements and anti-retaliation. In 2023, we launched our ‘Business Partner Expectations Document’, which sets out our key requirements of third parties that we do business with, as well as our third-party compliance risk screening tool Whistleblowing If an individual is not comfortable speaking up to their line manager, to Human Resources (“HR”) or to the Compliance team regarding potential breaches of law, Company policy or values (including those related to accounting, auditing, risk, internal control and related matters), they have access to an independently hosted, anonymous (if preferred) whistleblowing facility (IntegrityCounts), available 24 hours a day, 365 days of the year. Details of how to access this service are referenced in the Code of Conduct and Ethics, and actively advertised at all Elementis locations. Information is also available online. The Committee has oversight of reports of this nature, which are investigated by the Global Head of Compliance with the involvement of other senior colleagues as required. During 2025, there were 20 reports. As a result of the Committee’s review, it was satisfied that all had been duly investigated and appropriate actions identified by management. Please see further details on page 86. Fair, balanced and understandable The Committee adopted a similar approach as in previous years to ensure that the Annual Report is fair, balanced and understandable. The process was as follows: An internal Annual Report team was set up to manage the process. The team consisted of members drawn from the Group Finance, Company Secretariat, Investor Relations, Sustainability and Communications functions. The team was responsible for regularly reviewing work and ensuring balanced reporting, with appropriate links between key messages and sections of the Annual Report The Committee Chair held meetings with the audit partner, and the Committee held meetings with the external auditors without management being present The Committee received updates from management on the Annual Report progress and audit throughout the process as well as from the Company’s brokers and other advisers The Committee, Chair and Executive Directors reviewed the Annual Report in its final stages Following this process, the Committee and then the Board were able to confirm that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the necessary information for shareholders to assess the Group’s position, performance, business model and strategy. Christine Soden Chair, Audit Committee #### Audit Committee report continued ![]() 117 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report #### Compliance statement How the Board operates The Board held eight scheduled meetings during the year, and additional Board meetings were also held to discuss emerging matters, including CEO and CFO succession, the divestment of the Talc business and the share buyback programme. For each Board and Committee meeting, meeting papers are provided in advance through a secure portal. Board papers include standing items, such as financial performance and investor relations updates, and special business such as strategic, operational or governance matters, which are prepared by Executive Directors, senior management, the Group General Counsel & Company Secretary and/or external advisers. The Board regularly invites ELT members and their team members to attend Board meetings and receives presentations and updates from their relevant business and functional areas. Other key information, such as analyst/investor reports, Company policies and governance guidelines, is available through the secure portal. Matters reserved for the Board To ensure there is a clear division of responsibilities between the Board and the running of the Company business, the Board has a formal schedule of matters reserved for its decision. This is reviewed on a periodic basis and is available on our website: www.elementis.com Group financial report Risk management and internal controls Corporate governance Group strategy Acquisitions and disposals Talent and succession Culture and values Sustainability Health and safety Engagement with key stakeholders Financial and trading statements Board allocation of agenda time Agendas for each Board meeting are prepared by the Group General Counsel & Company Secretary as a rolling programme over a 12-month period, but are reviewed regularly and updated where appropriate. The agenda for each Board meeting is agreed with the Chair, CEO and CFO. Shareholder communications The Chair is responsible for effective communication with shareholders. The CEO and CFO are the Company’s principal contacts for investors, analysts, press and other interested stakeholders. There is a dedicated investor relations programme for current and potential investors, which is managed by the Head of Investor Relations, who reports to the CFO. Further information regarding shareholder services can be found on page 216. The UK Corporate Governance Code For the year ended 31 December 2025, Elementis plc was subject to the UK Corporate Governance Code 2024 (the ‘Code’). The Code sets standards of good practice in relation to all areas of corporate governance in the UK. In this Annual Report, we report on how we applied the main principles of the Code and complied with its relevant provisions. We consider ourselves to be fully compliant throughout the year ended 31 December 2025 and from that date up to the date of approval of this Annual Report. The Code is currently available at www.frc.org.uk 1. Board leadership and company purpose A. Board of Directors 92-95 B. Purpose, values, strategy and culture 90 C. Board decisions and outcomes 100-101 D. Stakeholder engagement 102-103 E. Workforce policies and practices 104-105 2. Division of responsibilities F. Leadership of Board by Chair 118 G. Board composition and responsibilities 118 H. Role of the Non-Executive Directors 118 I. Board policies, processes, information, time and resources 117-119 3. Composition, succession and evaluation J. Board appointments and succession 108-109 K. Board skills, experience and knowledge 108 L. Annual Board and Committee evaluation 106 4. Audit, risk and internal controls M. Financial reporting, external auditor and internal audit 112-115 N. Fair, balanced and understandable assessment 116 O. Internal financial controls and risk management 115 5. Remuneration P. Linking remuneration with purpose and strategy 122-125 Q. Remuneration Policy review 122 R. Remuneration performance outcomes 126 ![]() 118 Elementis plc Annual Report and Accounts 2025 #### Compliance statement continued Roles and responsibilities of the Directors The Board members (those in position as at 31 December 2025) have clearly defined roles and responsibilities, as set out in the table below. They also have a range of skills, knowledge and experience that is relevant to the successful operation of the Board (see the biographies on pages 92-95 and Board composition and skills matrix on page 108). Non-Executive Directors Chair John O’Higgins Leads the Board and is responsible for its overall effectiveness Sets the agendas in consultation with the CEO, CFO and Group General Counsel & Company Secretary Promotes open, honest and constructive debate, challenges during meetings and guides the CEO and CFO in delivery of the strategy Ensures the Board conforms with the highest standards of corporate governance Chairs the Nomination Committee and ensures the Board has an appropriate balance of skills, diversity and experience Ensures effective succession planning is in place and leads the annual Board effectiveness review Engages with shareholders and other stakeholders, and ensures that their views are understood and considered appropriately in Board decision-making Senior Independent Director Trudy Schoolenberg Acts as a sounding board to the Chair, providing support and advice where necessary Is the point of contact for shareholders and other stakeholders to discuss matters of concern Leads the Board’s appraisal of the Chair’s performance with the NEDs Independent Non-Executive Directors Heejae Chae, Maria Ciliberti, Dorothee Deuring, John O’Higgins, Trudy Schoolenberg, Christine Soden, Clement Woon Provide independent oversight and objectivity to the Board’s deliberations Use their broad range of experience and expertise to challenge management and aid decision-making Serve on various Committees and play a leading role in the effectiveness of those Committees Non-Independent Non-Executive Director Christopher Mills Supports the Board in completing existing initiatives and potentially new initiatives to help contribute to long-term shareholder value creation Serves on the Nomination Committee Executive Directors Chief Executive Officer Luc van Ravenstein Day-to-day management of the business Execution of strategy and operational performance Provides regular updates to the Board on all significant matters relating to the Group Ensures the Company has a strong team of high-calibre executives Puts in place management succession and development plans Chief Financial Officer Ralph Hewins (From 1st January 2026 this position was held by Kath Kearney-Croft) Supports the CEO in the delivery of the Company’s strategy and financial performance Leads the Group Finance function and is responsible for financial reporting, investor relations, IT, risk, insurance and tax matters Plays a key role in external stakeholder relationships, including investment community, lenders and pension trustees Group General Counsel & Company Secretary Hannah Constantine Supports the Chair in ensuring the Board operates efficiently and effectively Provides the Board with advice on governance developments Facilitates the Directors’ induction programmes and assists with ongoing training and development Assists the Chair with the Board effectiveness review process Designated Non-Executive Director for workforce engagement Christine Soden Represents the Board when engaging and communicating with employees and provides communication on any outcomes Nomination, Audit & Remuneration Committee Chair John O’Higgins Christine Soden Clement Woon Chairs Committee meetings in line with approved Terms of Reference and reports back to the Board on how the Committee has discharged its responsibilities Engages with shareholders on significant matters related to the Committee and attends the AGM to answer any shareholder questions ![]() 119 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Independence of the Non-Executive Directors Seven of the NEDs are considered independent in character and judgement. The Chair was considered independent on appointment and the Board confirms that he remains effective. The independence of NEDs is reviewed annually by the Nomination Committee. Christopher Mills is not considered by the Board to be independent, in view of his role as founder and CEO of Harwood Capital Management Limited and close relationships with several other shareholders. As at 31 December 2025, Christopher Mills’ interest in the Company’s shares is held through North Atlantic Smaller Companies Investment Trust PLC (“NASCIT”) and Oryx International Growth Fund Limited (“Oryx”). Mr Mills is a director of NASCIT and Oryx. Mr Mills holds 2.50% of the shares in Oryx in his own name. Mr Mills also owns 27.74% of the shares in NASCIT, which in turn holds 52.68% of the shares in Oryx. Oryx holds 6,000,000 of the Company’s shares. Mr Mills is a partner and Chief Investment Officer of Harwood Capital LLP (“Harwood”), which is investment manager and investment adviser to NASCIT and Oryx respectively. Harwood is a wholly owned subsidiary of Harwood Capital Management Limited. Funds managed by Harwood Capital Management Limited and its affiliates (including Oryx) own 22.1m of the Company’s shares. The biographies of the Directors can be found on pages 92-95 and details of the membership of each Board Committee can be found on pages 107, 111 and 121 respectively. Time commitment Following the Board performance review process, as detailed on page 106, the Board has considered the individual Directors’ attendance, contribution and external appointments, and is satisfied that each of the Directors is able to allocate sufficient time to the Group to discharge their responsibilities effectively. Information on Directors’ external appointments can be found on pages 92-95. Following the votes against the Resolution to appoint Christopher Mills at the 2025 AGM, a statement is available on the Company website which notes that the Company had engaged with our largest shareholders who had voted against the Resolution and highlighted in particular: (i) the board of The PRS REIT is in publicly announced takeover discussions; (ii) Bigblu Broadband plc is in liquidation; and (iii) Catalyst Media Group has a single unquoted investment which we are advised takes up less than two hours of Mr Mills’ time annually. Christopher Mills resigned from the board of The PRS REIT on 5 January 2026. The Directors’ commitments register is maintained by the Group General Counsel & Company Secretary and is regularly reviewed by the Nomination Committee. All Directors are expected to commit sufficient time to the Board, and the Company, as is necessary to carry out their duties as a Director. Additional appointments If a NED wishes to take on an additional external appointment, they are required to seek permission from the Board. The Board will take into consideration the time commitment required by the NED in their role as a Board Director, Committee Chair or Committee member before any permission is given. Executive Directors are not permitted to take on more than one non-executive directorship of a FTSE 100 company or other significant appointment. No such external appointments are currently held by any of the Executive Directors. Conflicts of interest Elementis plc has a Conflicts of Interest Policy in place for all Group companies. Our Board and its Committees consider potential conflicts at the outset of every meeting and the Board formally reviews the authorisation of any potential conflicts of interest throughout the year, with any conflicts being recorded in the Conflicts of Interest Register. The Conflicts of Interest Register sets out any actual or potential conflict of interest situations which a Director has disclosed to the Board in line with their statutory duties and the practical steps that are to be taken to avoid conflict situations. When reviewing conflict authorisations, the Board considers any other appointments held by the Director as well as the findings of the Board effectiveness evaluation. Directors are required to seek Board approval for any actual or potential conflicts of interest. Kath Kearney-Croft is in receipt of a conflict authorisation from the Company in respect of her acting as a trustee of the Elementis Group Pension Scheme. Further details can be found in the Directors’ report on pages 144-147. Directors’ insurance and indemnities The Company maintains directors’ and officers’ liability insurance, in the event of legal action brought against its Directors. The Company has also granted qualifying indemnities to each of the Directors. These qualifying indemnities are uncapped in amount, in relation to certain losses and liabilities which they may incur to third parties in the course of acting as a Director of the Company. Neither the indemnity nor insurance provides coverage in the event that a Director is proved to have acted fraudulently or dishonestly. ![]() 120 Elementis plc Annual Report and Accounts 2025 Board induction The Chair, with support from the Group General Counsel & Company Secretary, is responsible for preparing and coordinating an appropriate induction programme, which is to be tailored to the needs of each newly appointed NED. Newly appointed Directors will be provided with a thorough briefing on their fiduciary duties and continuing obligations from the Group General Counsel & Company Secretary, supported by external legal advisers, if required. Board training and independent advice All Directors have access to the advice and services of the Group General Counsel & Company Secretary and may take independent professional advice, as appropriate, at the expense of the Company. Directors are given the opportunity throughout the year to undertake training and attend seminars, as necessary, to keep their skills and knowledge up to date. In addition, technical briefings are regularly included in Board and Committee papers. The Group General Counsel & Company Secretary supports the Chair in ensuring that the Board and its Committees operate within the governance framework and that communication and information flows within the Board and its Committees, and between management and NEDs, remain effective. Information flows The Chair and the Group General Counsel & Company Secretary ensure that the Directors receive clear and timely information on all relevant matters. Board papers are circulated in a timely manner in advance of the meetings to ensure that there is adequate time for them to be read and to facilitate robust and informed discussion. A fully encrypted electronic Board portal is used to distribute Board and Committee papers and to provide efficient distribution of business updates and other resources to the Board. Board induction programme Induction – general topics The role of the Director Board and Committees Board meetings Rules, regulations and guidance Board procedures Current issues Nature of the Company, its business and its markets The Company’s main relationships Induction – Board Committees (as appropriate) Role and remit of the Committee Link between the Committee’s policy and the Company’s strategic objectives The annual meeting schedule for the Committee The main business conducted by the Committee The legal requirements relevant to the Committee’s operations Market practice and current trends relevant to the Committee Current issues Views of investors on matters considered by the Committee and potential areas of focus Any technical training on key matters Board induction programme Induction – external advisers Meetings with: External auditors Internal audit function Remuneration consultants Brokers Lawyers Induction – senior management meetings Meetings with: All ELT members VP IT, Data and Digital Group Financial Controller & Head of Tax Head of Investor Relations VP Global Sustainability Induction – site visits Key Elementis operating and corporate sites globally #### Compliance statement continued ![]() 121 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Index page 121 Annual statement of the Chair of the Remuneration Committee 124 Remuneration at a glance 127 Summary of Directors’ Remuneration Policy and its implementation Annual Report on Remuneration 131 Remuneration payable to Directors for 2025 132 Annual bonus for performance in 2025 134 Directors’ share-based awards 136 Directors’ scheme interests 137 Directors’ share interests 138 Directors’ retirement benefits 138 Payments to past Directors or payments for loss of office 139 Joining arrangements for new CEO and CFO 140 Total shareholder return 140 CEO to all-employee pay ratio 141 Relative importance of spend on pay 142 Percentage change in remuneration of the Directors 142 Statement of shareholder voting 143 Other information about the Committee’s membership and operation 143 Terms of reference 143 Activities during the year Attendance at Remuneration Committee meetings Member Member since Eligible meetings (max 5) Attendance Clement Woon (Chair) December 2022 5 5 Heejae Chae March 2024 5 5 Dorothee Deuring March 2017 5 5 John O’Higgins February 2020 5 5 Christine Soden November 2020 5 5 Trudy Schoolenberg March 2022 5 5 The Directors’ Remuneration report The Directors’ Remuneration report is set out in the following parts: 1. This Annual Statement from the Chair of the Remuneration Committee summarising how our Remuneration Policy has been implemented and the key decisions taken by the Committee; 2. An at a glance summary of incentive plan outcomes for 2025 and a summary of the incentive plan metrics we will apply to our incentive plans in 2026; 3. A summary of the Remuneration Policy which was approved by shareholders at the 2025 AGM, how it was implemented in 2025 and how it will be implemented in 2026; and 4. The Annual Report on Remuneration, which provides full detail on how we paid Directors during 2025. The Annual Report on Remuneration will be presented to shareholders for approval at the AGM on 29 April 2026 and I look forward to your vote in support of the resolution. #### Directors’ Remuneration report #### Annual statement of the Chair of the Remuneration Committee Dear Shareholders, #### I am pleased to present the Directors’ Remuneration report for the year ended 31 December 2025. This report should be read in conjunction with the separate section on compliance #### under the UK Corporate #### Governance Code on page 117.” Clement Woon Chair, Remuneration Committee ![]() 122 Elementis plc Annual Report and Accounts 2025 Remuneration Policy Elementis is a global specialty chemicals company serving large and growing markets for speciality additives. The completion of the sale of the Talc business during the year resulted in Elementis becoming a pure-play speciality additives leader in large, growing markets. Whilst our additives are a relatively small part of product formulation, they are high impact. As a recognised innovation leader with deep expertise in rheology, a special hectorite asset and unrivalled expertise in Formulation Solutions, we are well set for long-term growth in our two focused high margin businesses of Personal Care and Coatings. It is in this context that we launched our new Elevate Elementis strategy in July 2025. The strategy focuses on the key priorities which will drive significant value creation: accelerating sustainable growth, being the first choice for customers, and building a simpler and leaner Elementis. Our new executive team is dedicated to executing the strategy and delivering attractive returns for our shareholders. We received shareholder approval at our 2025 AGM for a refined Remuneration Policy. This supports our Elevate Elementis strategy through a weighting towards long-term incentives with growth targets. It is set with reference to UK benchmarks, with flexibility retained to pay above UK norms where executives are recruited from overseas given our global footprint. Our pay model is UK-centric and includes base salary, pension and benefits, annual bonus, and a performance share plan (the same policy cascades below Executive Director level but includes restricted stock as well as performance shares in recognition of local market practice in the geographic locations in which we operate). At the 2025 AGM we received 98.78% support from shareholders for the Directors’ Remuneration Policy which is intended to apply until the 2028 AGM. Business performance in 2025 Elementis has delivered strong strategic and financial performance this year despite a soft demand environment, demonstrating the strength and quality of the business and our commitment to delivering outstanding value for our customers. An important strategic milestone this year was the sale of the Talc business, in May, when we announced the simultaneous signing and completion of the sale to IMI Fabi for $121m, with cash proceeds of $55m. The sale enabled the Company to return value to shareholders via our first share buyback programme of around £40m, supported accelerated delivery of our 2026 financial targets and positioned the business for improved future growth. The Group delivered a robust financial performance. While revenue was slightly down at $597.5m, adjusted operating margin was up strongly to 21.2%. This reflects management’s success in driving pricing optimisation, enhancing supply chain resilience, and delivering efficiencies across our back-office operations. 2025 annual bonus The 2025 bonus was based on challenging Adjusted group PBT (50% weighting) and Adjusted AWC to sales ratio targets (20% weighting) and strategic targets aligned to our 2025 strategic priorities of innovation, growth, efficiency and sustainability (30% weighting). In light of the sale of the Talc business in the first half of the year, the Committee restated the targets so that they were based on continuing operations. The Committee is comfortable that the adjusted targets were at least as challenging as the targets originally set. Further details are set out on pages 132-134. The Committee undertook a formal assessment of performance against the targets and determined that bonuses were payable at 71.9% of maximum for the Executive Directors. Details on the pro-rating of annual bonuses to reflect time served by each of the Executive Directors in the year is provided in further detail later in this report. Further details of the targets set for 2025, and the actual performance achieved are disclosed on pages 132-134. Across Elementis, circa 93% of employees are expected to receive a bonus, with awards to be paid up to circa 85% of maximum depending upon individual performance and specific bonus plan targets. Long-term incentive plan (“LTIP”) LTIP awards granted in the year: The 2025 LTIP awards were granted to Executive Directors on 30 May 2025 based on normal award levels of 200% of salary for Luc van Ravenstein and 175% of salary for Ralph Hewins. The awards are subject to EPS (30% weighting), ROCE (30% weighting), Relative TSR vs. the FTSE All-Share Index (excluding Investment Trusts) (30% weighting), and Scope 1 & 2 GHG emissions reduction (10% weighting). The choice of metrics and targets ensured alignment with the Company’s medium-term to long-term strategy of delivering sustainable growth and shareholder value creation looking beyond the FY 2026 targets set as part of our November 2023 Capital Markets Day (“CMD”). The awards will be subject to an overriding Committee discretion to reduce the awards at vesting should there be a perceived disconnect between underlying financial performance, total shareholder return and reward. Full details of the targets and the awards are set out on page 135. To the extent these awards vest at the end of the three-year performance period, shares will be required to be held for a further two years. #### Directors’ Remuneration report continued ![]() 123 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report LTIP awards vesting based on performance to 31 December 2025: The 2023 LTIP awards were granted subject to challenging EPS, relative TSR and operating cash conversion targets, and a general ROCE underpin. Based on the performance over the three-year period, the 2023 LTIP awards will vest at 76.8% of the maximum. This is as a result of delivering 24.7% growth in EPS, a TSR of 62.4%, and operating cash conversion of 97.5%. The ROCE underpin was satisfied with ROCE (excluding goodwill) increasing from 12% to 30% over the performance period. In light of the sale of Talc, the EPS performance targets were restated to take account of the sale and share buyback. The restatement ensured that the EPS targets were no more or less challenging than when originally set and delivered the same vesting outcome that would have been achieved had Talc remained part of Elementis based on its expected future performance for the remainder of the performance period. On this basis, the Committee was comfortable with the adjustment. No adjustment was made to the AOCC targets given these were three-year average targets as opposed to testing performance based on the final year of the performance period which was the case with EPS. Overall, having had regard to the TSR vesting outcome and the ROCE achieved, the Committee was comfortable that the vesting outcome was consistent with underlying financial performance and stakeholder experience over the period. The Committee also considered the potential for windfall gains and concluded that the value on vesting of the 2023 awards did not benefit from windfall gains. In reaching this conclusion, the Committee determined that the share price was a fair reflection of the underlying financial performance of the Company having consistently increased throughout the performance period as a result of robust underlying financial performance. In addition, the Committee also noted that the share price used as the basis of determining awards in 2023 was at a similar level to the share price prevailing at the time of determining the 2022 awards. Accordingly, the Committee did not use any discretion in connection with the 2023 award. Further details are included on page 128. The Committee believes that the overall incentive outturns and approach to target-setting were appropriate based on the Company’s performance over the whole performance period and demonstrate that the Committee has, and will continue to, set performance targets which it considers to be meaningful and appropriately stretching. As a result, the Committee is comfortable that its general approach to remuneration and the overall policy framework are working as intended. In reaching this conclusion, the Committee did consider the quantum of remuneration earned at both executive level and across the Company (including considering pay ratios) and determined that our overall Remuneration Policy and outcomes were appropriate and proportionate. As detailed in the sections above on the 2025 annual bonus and 2023 LTIP award, the Committee did not use discretion during the year. Impact of the Divestment of Talc of in-flight LTIP awards In addition to considering the impact of the divestment of the Talc business and share buyback undertaken during the year on the 2023 LTIP award, the Committee also reviewed their impact on the targets set for the 2024 and 2025 LTIP awards. The Committee concluded that it would be appropriate to restate the targets for both awards to allow for the impact of the divestment and share buyback. Given that the Talc business had been owned for less than half of each of the LTIP awards’ performance periods, the targets will be restated based on the continuing operations of the business. The restatement will be based on the financial information used to set the original targets and so the impact of the change will be to ensure that the revised targets are appropriate for the current shape of the business and have the same incentive effect as when the targets were originally set. To the extent that other material corporate activity takes place, or there are further one-off share buybacks, the Committee intends to take these factors into account prior to testing performance against the revised targets. Further information will be detailed at the time of vesting of each award. Executive Director changes in the year This year under review has been a period of leadership transition. Luc van Ravenstein was promoted to the role of CEO on 29 April 2025 replacing Paul Waterman. Luc was appointed on a salary of US $720,000 with the salary being set at a significant discount to the former CEO’s salary ($1,071,055). The salary was set noting Luc was an internal promotion but with a commitment to review his salary having regard to both his performance in post and comparable FTSE 250 CEO market rates in early 2026. His maximum bonus and long-term incentive opportunities were set at 150% and 200% of salary respectively, consistent with the Directors’ Remuneration Policy. Further details on Luc van Ravenstein’s joining arrangements are set out on page 139. With regard to the former CEO, the remuneration due in relation to his cessation of employment was as set out in last year’s Directors’ Remuneration Report and is included in detail on page 138. His cessation of employment was as announced to the market on 18 November 2024, forming part of mutual agreement being reached in connection with the Board’s leadership succession plans. ![]() 124 Elementis plc Annual Report and Accounts 2025 #### Directors’ Remuneration report continued On 30 September 2025, it was announced that Kath Kearney-Croft would be appointed CFO Designate on 3 November 2025 before becoming CFO and joining the Board on 1 January 2026. This was as a result of Ralph Hewins informing the Board of his intention to retire and agreeing to step down from the Board on 31 December 2025 and to cease employment on 31 March 2026 in order to ensure an orderly handover. Kath was appointed on a salary of £400,000 with an expectation that her salary would be subject to review as part of the 2026 annual salary review process effective from 1 April. It was agreed as part of her recruitment that she would receive a long-term incentive award at 175% of salary shortly following her commencement of employment. The award is subject to the same performance targets that apply to the Executive Directors’ awards that were granted earlier in 2025 and provides immediate alignment with the wider executive leadership team. On an ongoing basis, her maximum annual bonus and long-term incentive opportunities will remain at 125% and 175% of salary which is consistent with the Directors’ Remuneration Policy. Further details on Kath Kearney-Croft’s joining arrangements are set out on page 139, with further details on Ralph Hewins’s leaving arrangements set out on page 139. Remuneration in 2026 Salary review: As announced at the time of his appointment, Luc van Ravenstein’s salary was set in the context of him being an internal promotion, with a commitment to review his salary with effect from 1 April 2026 in light of individual performance and market rates of pay for comparably sized FTSE 250 companies. The Committee has undertaken this review, taking into account company and individual performance since Luc was appointed, his strategic development of the business, the relative complexity of Elementis, and benchmarking against comparably sized FTSE 250 companies and Speciality Chemical peers which showed that Luc’s salary remained materially behind market. As a result, the Committee has determined to increase Luc’s salary to US $875,000 (representing an increase of 21.5%) with effect from 1 April 2026. The Committee recognises that this is above the workforce salary increase budget of 3.75% for the UK but believes that this is appropriate in order to reflect the CEO’s excellent performance in his role to date and to ensure the overall competitiveness of his package in light of the current size, complexity and geographical footprint of the of the Company. The new salary remains c.20% behind that of his predecessor which is considered appropriate by the Committee in the context of the current size and complexity of Elementis. Future increases, absent any material changes to the size and complexity of the business, are expected to be limited to those applied to the wider workforce. Kath Kearney-Croft was appointed on a salary of £400,000. Her salary will increase to £413,000 (representing an increase of 3.25%) with effect from 1 April 2026. This is below the workforce salary increase budget of 3.75% for the UK and while her revised salary remains at a marginal discount to her predecessor, it is consistent with market rates of pay for comparably sized FTSE 250 companies. 2026 annual bonus: Maximum bonus opportunities for 2026 will be 150% and 125% of salary for the CEO and CFO respectively. As in prior years, the bonus will be based 70% against a challenging range of financial targets (50% on adjusted Group profit before tax and 20% on average trade working capital (“AWC”) to sales ratio on total operations), with the remaining 30% based on non-financial strategic objectives which are specific and measurable objectives that are related to the Company’s strategic priorities. The non-financial targets for 2026 will again be focused on sustainability and strategic targets. Reflecting the continued Group-wide focus, half of the non-financial targets will relate to sustainability, with the balance of the non-financial targets relating to our Elevate Elementis strategy, which aims to accelerate our growth over the medium to long-term. Summary details of our approach to target-setting are detailed on page 126 and full details of the financial target ranges and our performance against them will be disclosed on a retrospective basis in next year’s report. The Committee has discretion to modify the overall amount of bonus payable to ensure it is appropriate. 50% of any bonus earned is normally deferred in shares for two years. 2026 LTIP awards: Subject to final Committee review prior to grant, awards are expected to be granted at 200% and 175% of salary to the CEO and CFO respectively. The Committee will have overriding discretion to reduce the awards at vesting should there be a perceived disconnect between reward and holistic business performance (taking into account factors such as underlying financial performance and total shareholder return). The 2026 LTIP will be based 30% on EPS, 30% on relative TSR, 30% on Average Annual Revenue Growth (“ARG”), and 10% on environmental sustainability. The ARG measure has been introduced to support our Elevate Elementis strategy, which includes mid-single digit annual revenue growth as a central pillar of creating long-term value for our shareholders. As a result, it will replace ROCE as a headline performance measure albeit ROCE will be retained in the form of a performance underpin that will apply to the award prior to vesting. Details of the Elevate Elementis strategy are set out on pages 15-21. ![]() 125 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report As part of the target-setting process, external expectations for our future performance were taken into account in addition to internal plans. The specific targets are detailed below: The EPS targets will be set based on the level of EPS achieved in 2028, with vesting to take place from a threshold performance level of 16 cents, which results in 25% vesting, increasing on a straight-line basis to full vesting at 19 cents or greater The ARG targets will be set based on average annual organic revenue growth on a reported basis over the three-year performance period, excluding any substantive divestments or acquisitions. The targets will be set with a threshold performance level of 3% average growth which will result in 25% vesting, increasing on a straight-line basis to full vesting at 7% average growth or greater TSR will continue to be assessed against the constituents of the FTSE All-Share Index (excluding investment trusts). This is considered an appropriate peer group given that Elementis is towards the middle of the group in terms of current market capitalisation and there are insufficient UK listed sector-specific companies against which our relative performance can be benchmarked. Threshold vesting starts at 25% for median performance, increasing on a straight-line basis, with 100% vesting for achieving at least upper-quartile performance GHG reduction targets relating to Scope 1 and 2 emissions will operate with vesting to take place from a threshold performance level which will require an absolute emissions reduction of 7,712t CO 2 e and result in 25% vesting, increasing on a straight line to full vesting for an absolute emissions reduction of 15,425t CO 2 e or greater. The absolute annual reduction target has been set to be in line with our SBTi validated SBT pathway of 5.9% absolute annual reduction in Scope 1 plus Scope 2 (market-based) GHG emissions from a 2024 baseline Vesting based on performance against the above targets will be subject to a ROCE underpin. If the three-year average ROCE over the performance period is below 30%, the Committee will consider whether a reduction to the formulaic vesting outcome is appropriate. In making this determination, the Committee will consider progress against the Board’s internal planning over the relevant period (including but not limited to M&A, financing, and tax rates), along with the overall shareholder experience. Vesting will also be subject to a general Committee discretion to over-ride the formula-based outcome if it is not considered to be reflective of the overall performance of the Company across the period. With regards to the proportion of the award vesting at the threshold performance level for the financial and carbon reduction targets, this has been set at 25% of the maximum for each part of the award. In prior years, vesting for non-TSR targets commenced at 0% given we set broad performance ranges considering the cyclicality of our businesses. However, following the simplification of the Group that concluded with the sale of Talc, the Committee has adopted a more market consistent approach to target setting for the 2026 awards. This has resulted in higher threshold targets being set relative to internal plans that operate in tandem with more focused performance ranges. As a result, with the approach to target setting now mirroring wider market practice, the threshold vesting levels have also been adjusted to align with standard market practice. This mirrors the approach we take when setting TSR targets. Consideration of shareholder views The views of shareholders are important to the Committee, and regular dialogue and engagement is undertaken with the Company’s shareholders. In 2025, consultation centred around the proposed changes to the Policy and its operation going forward, as well as the remuneration package for the new Chief Executive. Context of Directors’ pay within the Company Christine Soden is the Designated Non-Executive Director (“DNED”) for workforce engagement. During the year Christine held focus groups with employees in London, Huguenot (US) and Taloja (India), each of which included discussion around compensation. The feedback from the sessions was that it was helpful to understated how executive remuneration relates to wider pay practices at Elementis and to better understand the overall governance processes but there were no specific issues arising or actions necessitated from these discussions. The Group is not required to provide disclosure of the CEO to all-employee pay ratio given the Group has fewer than 250 employees in the UK. However, given the external focus on pay ratios, the Committee has included full pay ratio disclosure on page 140 and is comfortable that the ratio is in line with the Company’s pay policies and in line with current FTSE market practice. The Group is also not required to report under the gender pay gap regulations. Despite this, the Group reviews gender pay on a biennial basis. The last gender pay review was completed towards the end of 2024, concluding that the approach to pay was fair and equitable, with any anomalies adjusted accordingly. The CEO pay ratio and gender pay gaps are considered when there is a full review of the approach to Executive Director remuneration and our wider Remuneration Policy. Concluding remarks The Committee believes that the policy and our approach to implementation are in the best interests of the Company, and we hope that you will support the actions the Committee has taken by voting in favour of the Directors’ Remuneration Report at the 2026 AGM. If you have any feedback, please feel free to contact me via the Group General Counsel & Company Secretary at company.secretariat@elementis.com Clement Woon Chair, Remuneration Committee ![]() 126 Elementis plc Annual Report and Accounts 2025 2025 Annual Bonus Outcome Annual Bonus Measure Weighting (proportion of total bonus opportunity) Target (50% payout) Actual Proportion of total bonus earned Financial Group PBT 50% $102.8m $107.5m 36.4% Adjusted AWC to Sales ratio 20% 24.5% 23.8% 13.5% Non-financial Strategic 15% 7.5/15 11/15 11% Sustainability 15% 7.5/15 11/15 11% Final outcome 71.9% 2023 LTIP Vesting Outcome LTIP Measure Weighting (proportion of LTIP opportunity) Threshold Target (25% payout) Actual Proportion of LTIP earned EPS 1/3 11.8 cents 13.72 16% Operating cash conversion 1/3 80% 97.5% 29.2% TSR 1/3 Median (50th percentile) 73rd percentile 31.6% Final outcome 76.8% How our 2026 measures link to strategy Performance metrics KPI Elevate Elementis KPI Bonus Financial: (70%) Adjusted Group PBT AWC to sales ratio Non-financial: (30%) Sustainability targets Strategic targets (growth focused) LTIP EPS (30%) Average Annual Revenue Growth (30%) Relative TSR versus FTSE All-Share (30%) GHG emissions reduction (10%) ROCE underpin #### Directors’ Remuneration report continued #### At a glance ![]() 127 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Summary of Directors’ Remuneration Policy and its implementation Our Directors’ Remuneration Policy was last approved at the 29 April 2025 AGM, where it received 98.78% votes in favour. The table below provides a summary of the Policy, details of how it was implemented in 2025, and details of how we intend to implement it in the financial year ended 31 December 2026. The full Policy can be found in our Annual Report and Accounts 2024. Key policy features How we implemented in 2025 How we intend to implement in 2026 Salary Increases normally guided by the general increase for the local workforce and/or broader workforce as a whole The salaries of the former CEO and CFO were increased by 3.5% and 3.8% respectively, lower than the 4.0% and 4.3% budgeted average increases awarded to the US and UK salaried workforce respectively. These changes were effective from 1 January 2025. Luc van Ravenstein (current CEO) was appointed on a salary of US $720,000. The Committee decided to award the CEO a salary increase, as shown in the table below. This increase was set to reflect the performance of both the company and individual since the CEO was appointed, recognising that benchmarking against comparably sized FTSE 250 companies and Speciality Chemical peers showed that Luc’s salary remained materially behind market. This rate of salary is not considered excessive given the individual is based in the US and the revised salary remains at a discount to the salary of the former CEO. Future salary increases are expected to be aligned with the typical rate awarded to the wider US workforce absent a material change to the size and complexity of the Company. The percentage increase was higher than the 3.75% budgeted for the US salaried workforce for the reasons noted. As set out in the Chair’s annual statement, Kath Kearney-Croft was appointed on a salary of £400,000. Her salary will increase to £413,000 (representing an increase of 3.25%) with effect from 1 April 2026. Luc van Ravenstein Kath Kearney-Croft Salary on appointment US$ 720,000 £400,000 Salary with effect from 1 April 2026 US$ 875,000 £413,000 2026 increase 21.5% 3.25% Pension/benefits/all-employee share schemes Pension: CEO and CFO pension contributions were reduced to a maximum of 21% from 1 December 2022, to align with the typical UK workforce pension funding rate of 21% of salary Luc van Ravenstein’s pension was set at 8% which is aligned with the new joiner pension rate at Elementis Benefits: Directors receive market-competitive benefits and may participate in all-employee share schemes Luc van Ravenstein (current CEO) Paul Waterman (former CEO) Ralph Hewins (former CFO) 2025 pension US$ 38,836 US$ 127,932 £90,157 2025 benefits US$ 72,945 US$ 84,434 £30,466 Both the CEO and CFO will have a Company contribution to a pension scheme (or receive cash in lieu of pension) at a rate of 8% of salary. ![]() 128 Elementis plc Annual Report and Accounts 2025 Key policy features How we implemented in 2025 How we intend to implement in 2026 Annual bonus Performance-related scheme which delivers value for achievement against annual targets Committee may adjust outturn where formulaic assessment is inconsistent with Company’s overall performance Current maximum opportunity of 150% of salary for the CEO and 125% of salary for the CFO 50% of bonus earned deferred into shares for two years Recovery and withholding provisions apply. These are comprehensive (as set out in the 2025 Directors Remuneration Policy) and apply for three years from the payment of any bonus. Given the nature of contracts at Elementis and the transparent nature of profitability, three years is considered an appropriate period Maximum opportunities in line with Policy. Strong performance resulted in an outcome of 71.9% of maximum. Further information can be found on page 122. Maximum opportunities in line with Policy. Performance metrics are as follows: Adjusted Group PBT (50% weighting) AWC to sales ratio on total operations (20% weighting) Non-financial strategic objectives (30% weighting), of which 15% are based on sustainability priorities with the remaining 15% based on our Elevate Elementis strategy Targets are fully aligned with our strategy and have been set to be challenging in the context of our performance expectations for the year ahead. The Committee considers the targets to be commercially sensitive and therefore plans to disclose them only on a retrospective basis in next year’s Directors’ Remuneration report. Long-term incentive plan Performance measures based on financial and/or relative TSR metrics and measured over three years Committee may adjust outturn where formulaic assessment is inconsistent with Company’s overall performance Current maximum opportunity of 200% of salary for the CEO and 175% of salary for the CFO Holding period applies for two years following vesting Recovery and withholding provisions apply as per the annual bonus detailed above ROCE underpin 2023 award will vest at 76.8% of maximum. The Committee considers that the ROCE underpin has been met. The Committee considered the potential for any windfall gains on vesting, and concluded that there had not been. Further information can be found on page 123. Maximum opportunities in line with Policy. Performance metrics are as follows and have been refined for 2026 to align with our Elevate Elementis strategy with the inclusion of annual revenue growth targets: Weighting Threshold Threshold vesting Maximum Maximum vesting 2028 EPS 30% 16 cents per share 25% 19 cents per share 100% ARG 30% 3% 25% 7% 100% Relative TSR vs FTSE All-Share Index 30% Median 25% Upper quartile 100% Environmental sustainability 10% 54,013 t CO 2 e 25% 46,300 t CO 2 e 100% Vesting will also be subject to a ROCE underpin, and overriding Committee discretion to reduce the awards at vesting should there be a perceived disconnect between reward and holistic business performance. Further details can be found in the Chair’s statement on pages 7-9. #### Directors’ Remuneration report continued ![]() 129 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Key policy features How we implemented in 2025 How we intend to implement in 2026 Share ownership guidelines Build up and maintain a shareholding equal to 200% of salary The guideline also applies for two years post cessation of employment Current shareholdings are as follows. Paul Waterman’s shareholding is shown as of the date of his cessation of employment (i.e. 31 July 2025). Luc van Ravenstein (new CEO): 128% of salary Paul Waterman (former CEO): 165% of salary Ralph Hewins (former CFO): 169% of salary Paul Waterman and Ralph Hewins cannot sell any shares derived from incentive plans from 2022 onwards (other than to pay any tax arising on vesting) within two years of the cessation of their employment unless the shares retained, after tax, from those awards exceeds the number of shares calculated to be of value equivalent to the lower of their actual shareholding as at the date of their respective employment cessation or 200% of salary. In line with Policy. Chair and NED fees To attract individuals with the relevant skills, knowledge and experience that the Board considers necessary in order to maintain an optimal mix that ensures the effectiveness of the Board as a whole in carrying out its duties and responsibilities NED fees were increased by 3.8%, lower than the 4.3% increase budgeted for the UK workforce. The increases were effective from 1 January 2025. Fees will increase by 3.25% as shown in the table below, lower than the 3.75% budgeted for the UK salaried workforce, effective from 1 April 2026 to align with the Company’s salary review date. 2026 2025 2026 increase Basic fees Chair £231,736 £224,442 3.25% Non-Executive Director £62,737 £60,762 3.25% Additional fees Senior Independent Director £10,901 £10,558 3.25% Chair of Audit or Remuneration Committee £10,901 £10,558 3.25% Workforce engagement NED £5,453 £5,281 3.25% ![]() 130 Elementis plc Annual Report and Accounts 2025 Service contracts Executive Directors’ service contracts contain a termination notice period not exceeding 12 months. Name Date of contract Notice period Luc van Ravenstein, CEO 29 April 2025 12 months Kath Kearney-Croft, CFO¹ 3 November 2025 12 months 1 Kath Kearney-Croft was appointed as CFO designate on 3 November 2025, before becoming CFO and a member of the Board on 1 January 2026. Paul Waterman’s contract was dated 6 November 2015 and Ralph Hewin’s contract was dated 27 June 2016, both had notice periods of 12 months. Copies of the Executive Directors’ service contracts are available for inspection at the Company’s registered office during normal business hours and will be available for inspection at the AGM. Non-Executive Directors’ terms of appointment Non-Executive Directors are appointed for a three-year term, subject to annual re-election by shareholders. Non-Executive Directors who have served for nine years or more, may be appointed for a further year at a time. Each letter of appointment currently provides that the Director’s appointment can be terminated by the Company on 30 days’ notice by either party, in line with the Remuneration Policy where a limit of up to three months is permitted. The Chair’s letter of appointment has a six-month notice period. Non-Executive Directors are not eligible to participate in any pension, bonus or share incentive schemes. No individual is allowed to vote on his/her own remuneration. The table below provides further details of the letters of appointment that the Non-Executive Directors held with the Company during 2025. Name Date of appointment Date of last re-appointment Date of expiry Non-Executive Director Dorothee Deuring 1 March 2017 1 March 2023 28 February 2026 John O’Higgins 1 4 February 2020 4 February 2026 29 April 2026 Trudy Schoolenberg 15 March 2022 15 March 2025 14 March 2028 Christine Soden 1 November 2020 1 November 2023 31 October 2026 Clement Woon 2 1 December 2022 1 December 2025 30 November 2028 Maria Ciliberti 11 March 2024 n/a 10 March 2027 Heejae Chae 25 March 2024 n/a 24 March 2027 Christopher Mills 1 January 2025 n/a 31 December 2027 1 John O’Higgins’s re-appointment was approved by the Nomination Committee on 2 December 2025. 2 Clement Woon’s re-appointment was approved by the Nomination Committee on 20 October 2025. #### Directors’ Remuneration report continued ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 131 Annual report on remuneration (‘report’) This report details how the Company’s policies and practices on Directors’ remuneration were applied in respect of the financial year ended 31 December 2025 and how they will be applied in the 2026 financial year. Remuneration payable to Directors for 2025 (audited) Although the Company reports its results in US dollars, the remainder of this report on remuneration is presented in pounds sterling because the majority of the Directors are UK-based and paid in pounds sterling. A breakdown of the Directors’ remuneration for the year ended 31 December 2025 is set out in the table below. | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Fixed | | | | Performance-related | | | | | | | | £’000 Year | Salary/fees | Benefits 2 | Pension | Total fixed | Bonus | LTIP | Other 3 | Total variable | Total | | Executive Directors | Luc van Ravenstein 1 , CEO | 2025 | 369 | 55 | 30 | 454 | 399 | 264 | 6 | 669 | 1,123 | | | | 2024 | – | – | – | – | – | – | – | – | – | | Non-Executive | John O’Higgins, Chair | 2025 | 224 | – | – | 224 | – | – | – | – | 224 | | Directors | | 2024 | 216 | – | – | 216 | – | – | – | – | 216 | | | Dorothee Deuring | 2025 | 61 | – | – | 61 | – | – | – | – | 61 | | | | 2024 | 59 | – | – | 59 | – | – | – | – | 59 | | | Trudy Schoolenberg 4 | 2025 | 71 | – | – | 71 | – | – | – | – | 71 | | | | 2024 | 69 | – | – | 69 | – | – | – | – | 69 | | | Christine Soden 4 | 2025 | 77 | – | – | 77 | – | – | – | – | 77 | | | | 2024 | 74 | – | – | 74 | – | – | – | – | 74 | | | Clement Woon 4 | 2025 | 71 | – | – | 71 | – | – | – | – | 71 | | | | 2024 | 65 | – | – | 65 | – | – | – | – | 65 | | | Maria Ciliberti 5 | 2025 | 61 | – | – | 61 | – | – | – | – | 61 | | | | 2024 | 47 | – | – | 47 | – | – | – | – | 47 | | | Heejae Chae 5 | 2025 | 61 | – | – | 61 | – | – | – | – | 61 | | | | 2024 | 45 | – | – | 45 | – | – | – | – | 45 | | | Christopher Mills | 2025 | 61 | – | – | 61 | – | – | – | – | 61 | | | | 2024 | – | – | – | – | – | – | – | – | – | | Former Directors | Paul Waterman 1,6 , former CEO | 2025 | 475 | 64 | 97 | 636 | 510 | 1,371 | 0 | 1,881 | 2,517 | | | | 2024 | 808 | 120 | 167 | 1,095 | 978 | 949 | 0 | 1,927 | 3,022 | | | Ralph Hewins 7 , former CFO | 2025 | 429 | 30 | 90 | 549 | 386 | 761 | 0 | 1,147 | 1,696 | | | | 2024 | 414 | 29 | 87 | 530 | 418 | 430 | 18 | 866 | 1,396 | | | Steve Good | 2025 | – | – | – | – | – | – | – | – | – | | | | 2024 | 23 | – | – | – | – | – | – | – | 23 | | | Total | 2025 | 1,960 | 149 | 217 | 2,326 | 1,295 | 2,396 | 6 | 3,697 | 6,023 | | | Total | 2024 | 1,820 | 149 | 254 | 2,223 | 1,396 | 1,379 | 18 | 2,793 | 5,016 | 1 Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025. His base salary from appointment was $720,000. Paul Waterman stepped down as CEO and retired from the Board on the same date, but remained in employment until 31 July 2025 in order to ensure an orderly handover to his successor. The remuneration shown in the table above is in respect of his employment during the year (i.e., until 31 July 2025). His base salary during the year was $1,071,055. The foreign exchange rate applied to both individuals is the 2025 average rate of $1.3162:£1.00 (2024: $1.2806:£1.00). 2 Taxable benefits for Paul Waterman consist of a car allowance, private health care (£20,324), dental, life assurance, accidental death and disablement cover and long-term disability insurance (£17,273), and tax advice (£22,793). Taxable benefits for Ralph Hewins consist of a car allowance (£18,000), private health care and life assurance. Taxable benefits for Luc van Ravenstein consist of a car allowance (£12,156), private health care (£21,169), dental, life assurance, accidental death and disablement cover and long-term disability insurance, and tax advice (£15,195). For Paul Waterman and Luc van Ravenstein the tax advice benefit allows appropriate tax filings to be made in both the UK and US as a result of Company business travel requirements in the relevant year, which exceeded the normal business expectations and gave rise to the need for dual filings. 3 As required by remuneration reporting regulations, the valuation of Luc Ravenstein’s SAYE grant is based on the face value of shares at grant (September 2023), less the exercise price. There are no performance measures for the SAYE. 4 Trudy Schoolenberg is the SID. Christine Soden is the DNED for workforce engagement and is also Chair of the Audit Committee. Clement Woon is Chair of the Remuneration Committee. 5 Maria Ciliberti was appointed to the Board on 11 March 2024, and Heejae Chae was appointed to the Board on 25 March 2024. 6 As stated elsewhere in this report, Paul Waterman’s pension contribution is 21% of salary. He receives cash in lieu of pension into his 401(k) up to the prescribed IRS limit, and non-qualified deferred compensation in respect of the remaining amount. 7 Ralph Hewins stepped down as CFO and retired from the Board on 31 December 2025. Kath Kearney-Croft was appointed as CFO designate on 3 November 2025 and became CFO and member of the Elementis plc Board as of 1 January 2026. ![]() Elementis plc Annual Report and Accounts 2025 132 #### Directors’ Remuneration report continued Determination of annual bonus outcome for performance in 2025 (audited) This section shows the performance targets set in respect of the 2025 annual bonus scheme and the level of performance achieved. Full details of the bonus assessment for the Executive Directors is set out below. The bonus targets were set at the start of the financial year. The targets were set to be similarly challenging to those set in prior years having had regard to both internal planning and prevailing market conditions. Following the sale of the Talc business in the first half of the year, the Committee restated the targets (as set out below) so that they excluded the Talc business and the targets were based on the continuing operations of the business. This approach mirrored past practice where there have been material divestments. The Committee is comfortable that the adjusted targets were at least as challenging as the targets when originally set and aligned with the original intent of the target setting process. As disclosed, Luc van Ravenstein was promoted to the role of CEO and joined the Board on 29 April 2025. The figure shown in this report in respect of his bonus relates only to the time served as an Executive Director in the year. Paul Waterman continued to be employed by Elementis and provided transition support to Luc until 31 July 2025, so his bonus has been pro-rated to this date. Ralph Hewins was CFO until 31 December 2025 (the final day of the financial year), so his bonus has not been pro-rated for time. The total bonuses payable based on the performance achieved are 71.9% of maximum for Luc van Ravenstein, Paul Waterman and Ralph Hewins. The Committee was comfortable with the bonus earned in the context of the performance delivered and did not consider it necessary to use discretion in relation to the bonus out-turn. Accordingly, and in line with the Policy, 50% of the bonus payable will be deferred over shares which will be released to the Director after two years and which are forfeitable for gross misconduct. | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Relative | 2025 bonus plan targets | | | | | Percentage of maximum bonus earned | | | Percentage of salary earned | | | | | weighting of | | Plan | Stretch | | | Luc van | Paul | | Luc van | Paul | | | | performance | Threshold | (50% | (100% | | Percentage of | Ravenstein | Waterman | Ralph Hewins | Ravenstein | Waterman | Ralph Hewins | | Full-year bonus | conditions | (0% pay-out) | pay-out) | pay-out) | Actual result | maximum | CEO | Former CEO | Former CFO | CEO | Former CEO | Former CFO | | Maximum | | | | | | | | | | | | | | PBT ($m) | 50% | 99.3 | 102.8 | 113.1 | 107.5 | 72.8% | 36.4% | 36.4% | 36.4% | 54.6% | 54.6% | 45.5% | | AWC to sales (%) | 20% | 24.8% | 24.5% | 22.5% | 23.8% | 67.5% | 13.5% | 13.5% | 13.5% | 20.25% | 20.25% | 16.875% | | Non-financial | 30% | 0/30 | 15/30 | 30/30 | 22/30 | 73.3% | 22% | 22% | 22% | 33% | 33% | 27.5% | | Total full year | 100% | | | | | | 71.9% | 71.9% | 71.9% | 107.85% | 107.85% | 89.875% | ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 133 Set out below is a summary of the Committee’s assessment of the challenging 2025 non-financial targets. The objectives were categorised into two categories: (1) sustainability priorities (15% weighting) and (2) Innovation, Growth and Efficiency (15% weighting). 2025 bonus assessment for CEO and CFO: Non-financial targets | | | | | | --- | --- | --- | --- | | | | | Summary | | Measure | Performance indicator | Achievements | scoring | | Sustainability objectives | | | | | Safety | Recordable injuries: threshold 5; target 3; stretch 1 | Recordable injuries: 4 | | | Focus on maintaining and strengthening | Safety engagement: threshold 75% employee participation and | Safety engagement: 90.5 | | | responsible workplace practices through safety | minimum 2 activities/employee per quarter; maximum 75% | Recordables between threshold and target and Engagement close to maximum | 3%/5% | | engagement | employee participation and 4 activities/employee per quarter | | | | Diversity, Equity and Inclusion | Gender diversity: new-hire diversity; ELT and direct reports at | New hire diversity: 28% | | | Continue to build organisational capability | least 40% of each gender | ELT and Direct Reports: 40% female and 60% male | | | through actions that increase employee | Gallup Q12 and Culture of Inclusion index | Gallup Q12: from 3.91 to 4.04 and Gallup Culture of inclusion: from 3.96 to 4.09 | 4%/5% | | engagement and create a more diverse, | | Targets met or exceeded for each objective | | | equitable and inclusive organisation | | | | | Environmental | Overall GHG emissions | Overall GHG emissions: 14% reduction vs 5.9% target | | | Continue to demonstrate progress towards | 2030 target progress | 2030 target progress: all 4 environmental intensity targets exceeded | | | achieving our 2030 and SBT goals through | SBT target validated and roadmap progressed | SBT target validated and roadmap progressed: validated in March and roadmap updated | 4%/5% | | implementation of energy-efficiency and | Sustainability fully integrated into portfolio and innovation | Sustainability fully integrated into portfolio and innovation management: progressing with | | | environmental impact improvement projects, | management | more work to do | | | and put further actions in place to minimise | Responsible sourcing approach in place | Responsible sourcing approach in place: system live and understood | | | pollution and risk of environmental Tier 1 and 2 | Product lifecycle analysis further expanded | Product lifecycle analysis further expanded: expanded to cover NiSAT and Organic | | | incidents. SBT greenhouse gas emission | % naturally-derived product revenue | Thixotrope technologies | | | reduction target to be validated, and all | Audit readiness activities complete | % naturally-derived product revenue: increased from 58% to 59% | | | environmental data to be audit ready | | Audit readiness activities complete: partially completed, hindered by EU regulation change | | | Strategic objectives | | | | | CMD Growth Platform | Above-market sales of $7m in Personal Care and $19m in | Above-market sales of $7m in Personal Care and $19m in Coatings and Energy in 2025: | | | Deliver 2025 components of $90m growth | Coatings and Energy in 2025 | not achieved | | | platform promise, setting up 2026 for success | 15 new products with sustainability benefits | 15 new products with sustainability benefits: 19 new products with 16 having sustainability | 3%/5% | | | Innovation Revenue increasing to 16% | benefits: target exceeded | | | | Pipeline of new products for 2026 | Innovation Revenue increasing to 16%: achieved 16.4%: target exceeded | | | | $35m NBO revenue delivered in 2025 plus growth in pipeline | Pipeline of new products for 2026 minimum of 15 planned: target achieved | | | | to >$290m | $35m NBO revenue delivered in 2025 plus growth in pipeline to >$290m: $56m NBO | | | | | revenue delivered; pipeline increase to $263m: target partially achieved | | | CMD Efficiency Platform | Deliver Fit for the Future – $8m; Supply Chain – $4m; and | Fit for the Future: target exceeded; $8m: target achieved | | | Deliver 2025 components of CMD targeted | Procurement – $4m | Supply Chain $5m: target exceeded; Procurement $4m: target achieved; and all on | | | efficiency savings, and drive key improvements | Supply Chain and Procurement initiatives on track for further | track/slightly ahead for 2026 delivery: target achieved | 4%/5% | | at STL site and Customer Service delivery in | delivery in 2026 | St. Louis OEE stable, OTIF up 1% and costs behind plan: target partially achieved | | | Porto | St. Louis OEE, OTIF and costs | | | | Corporate Development | Completion of Talc strategic review. If Talc is to be sold, optimise value | Successful completion of Talc strategic review with divestment completed at end of May: | | | Continue to improve the Elementis portfolio | and contract terms, and ensure a smooth and timely deal completion | target achieved | | | through completion of the Talc strategic review, | and transition (including removal of any future liability risk) | Sale of the pharmaceutical manufacturing business on track for completion in Q1 2026: | 4%/5% | | sale of the pharmaceutical manufacturing | Completion of sale of the pharmaceutical manufacturing business | target on track for achievement | | | business and other steps aligned to strategy | in line with Board expectations | Completion of acquisition of Alchemy Ingredients: target achieved | | | (e.g. bolt-on M&A) | Other strategic steps that demonstrate enhanced value | Development of appropriately sized M&A pipeline: target achieved | | Key to summary scoring Achieved in full or predominantly achieved Partially achieved Not achieved ![]() Elementis plc Annual Report and Accounts 2025 134 #### Directors’ Remuneration report continued Directors’ share-based awards Determination of 2023 LTIP awards (audited) Under the 2023 award, the performance is assessed against EPS, relative TSR and operating cash conversion performance metrics, as summarised below. The EPS growth and relative TSR and AOCC targets were met or exceeded. Overall this has resulted in 76.8% of the award vesting. The Committee considers this to be in line with underlying performance. In determining vesting, the Committee considered: ROCE (excluding goodwill) over the performance period, which increased from 11.8% to 30% in challenging market conditions, and, as such, the Committee confirmed the formulaic outcome The potential for windfall gains, which, given the share price used to determine the number of shares included in awards in April 2023 was £1.19 (which was consistent with the share price used as the basis to determine the 2022 award (£1.19)), were not considered to have arisen | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | Performance metric | Weighting | Threshold target | Threshold payout | Maximum target | Elementis achievement | Payout | | EPS 1 | 33.3% | 11.8 cents per share | 0% | 15.8 cents per share | 13.72 cents per share | 48% | | Operating cash conversion 2 | 33.3% | 80% | 0% | 100% | 97.5% | 87.5% | | Relative TSR vs FTSE All-Share Index | 33.3% | Median (50th percentile) | 25% | Upper quartile (75th percentile) | 73rd percentile | 94.9% | 1 As noted in the Chair’s letter, the original EPS targets were restated downwards by 1.2 cents to reflect the sale of Talc. The original threshold was 13.0 cents per share, and the original maximum was 17.0 cents per share. The Committee is comfortable that the adjusted targets fulfil their original intent and are no less stretching than the targets originally set. 2 Talc has been included in the 2023 and 2024 cash conversion figures and excluded from the 2025 figure. The Committee is comfortable that this approach most accurately reflects our business operations over the performance period. Based on this performance assessment, the table below illustrates the value receivable under the 2023 awards. Any shares vesting will be subject to a two-year holding period. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | Number of shares | | Value of dividend | | | Award holder | Number of shares granted | Payout (% of maximum) | due to vest | Value from share price increase 1 | equivalents 2,3 | Total value vesting 3 | | Paul Waterman | 1,350,978 | 76.8% | 805,409 5 | £357,602 | £54,981 | £1,371,020 | | Ralph Hewins | 584,349 | 76.8% | 447,142 6 | £198,531 | £30,524 | £761,154 | | Luc van Ravenstein 4 | 175,146 | 88.4% | 54,829 | £68,744 | £10,565 | £263,556 | 1 There was share price appreciation from the share price used to determine the number of shares granted (£1.19) to the three-month average share price to 31 December 2025 (£1.634). 2 Value of dividend equivalents estimated based on dividends until 31 December 2025. 3 Value of shares based on a three-month average share price of £1.634 to 31 December 2025. This value will be restated next year based on the actual share price on the date of vesting. 4 Luc van Ravenstein’s 2023 LTIP award was granted before he became an Executive Director, 50% of his LTIP award was subject to the same performance conditions as per the awards to Paul Waterman and Ralph Hewins set out above, and 50% was based on continued employment (i.e. restricted stock) in line with our approach for non PLC Directors. 5 Pro-rated to termination date of 31 July 2025 (i.e. 77.6%). 6 Pro-rated to termination date of 31 March 2025 (i.e. 99.6%). ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 135 Annual LTIP awards granted in the year (audited) On 30 May 2025, LTIP awards were granted in line with the Remuneration Policy. Luc van Ravenstein was granted an award to the value of 200% of salary and Ralph Hewins was granted an award to the value of 175% of salary. On 3 November 2025 Kath Kearney-Croft was granted an award to the value of 175% of salary in connection with her recruitment as CFO Designate. Share awards will ordinarily vest after three years, with any shares vesting (other than those sold to meet associated tax liabilities) subject to a two-year holding requirement. As set out in the ‘Payments to past Directors or payments for loss of office’ section of this report, Ralph Hewins, as a retiree, was deemed to be a good leaver under the rules of the Elementis LTIP. As such, his 2025 LTIP award will vest on the normal vesting date in 2028, subject to a pro-rata reduction to reflect the period from grant to the cessation of his employment on 31 March 2026 relative to the full three-year performance period and the application of performance conditions. Paul Waterman was not eligible for a 2025 LTIP award. Details of the main terms of the 2025 LTIP awards are summarised in the table below. | | | | | | | --- | --- | --- | --- | --- | | | | | | Face value of award | | Award holder | Type of share award | Grant date | Number of shares | at grant (£000s) 1 | | Luc van Ravenstein | Conditional share award | 30.05.2025 | 745,591 | £1,067,686 | | Ralph Hewins | Conditional share award | 30.05.2025 | 524,654² | £751,305 | | Kath Kearney-Croft | Conditional share award | 03.11.2025 | 425,791 | £700,000 | 1 The share price used to determine the number of awards granted on 30 May 2025 was £1.4320, based on the share price on the day prior to grant (29 May 2025). The share price used to determine the number of awards granted on 3 November 2025 was £1.6440, based on the share price on the day prior to grant (31 October 2025). 2 After pro-ration to 31 March 2026, Ralph Hewins has 146,137 shares eligible to vest under the 2025 LTIP award. The awards are subject to EPS (30% weighting), ROCE (30% weighting), TSR (30% weighting) and Scope 1 & 2 GHG emissions reduction (10% weighting) performance conditions. As set out in the Chair’s annual statement, the EPS, ROCE and Scope 1 & 2 GHG emissions targets have been adjusted to reflect the sale of Talc. The table below sets out the revised targets for this award in full. Straight-line vesting takes place between performance points. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | End of the | | | | Threshold | Threshold | | | | Stretch | performance | | Performance metric | Weighting | target | payout | Target | Target payout | Stretch target | payout | period | | 2027 EPS | 30% | 14.3 cents | 0% | – | – | 17.5 cents | 100% | 31.12.2027 | | | | per share | | | | per share | | | | 2025 to 2027 ROCE | 30% | 30% | 0% | 33% | 50% | 36% | 100% | 31.12.2027 | | Relative TSR vs FTSE All-Share Index | 30% | Median | 25% | – | – | Upper | 100% | 31.12.2027 | | | | | | | | quartile | | | | Scope 1 & 2 GHG emissions reduction | 10% | 57,869t | 0% | – | – | 50,156t | 100% | 31.12.2027 | | | | CO 2 e | | | | CO 2 e | | | The awards are subject to an overriding Committee discretion to reduce the number of shares on vesting should it be considered appropriate to do so (e.g. in the event that there was a perceived disconnect between reward and holistic business performance, or a windfall gain). Sourcing shares for our share plans Employee share plans comply with the Investment Association’s guidelines on dilution, which provide that overall issuance of shares under all plans should not exceed an amount equivalent to 10% of the Company’s issued share capital over any ten-year period. We also operate a discretionary share plan dilution limit of 5% of the Company’s issued share capital over a ten-year period. Based on the number of awards that remain outstanding as at the year end, the Company’s headroom for all plans is 4.17% and for discretionary plans is 3.50% of issued share capital. ![]() Elementis plc Annual Report and Accounts 2025 136 #### Directors’ Remuneration report continued Directors’ scheme interests (audited) The table below sets out the interests of the Directors during the year in the issued shares of the Company insofar as these relate to awards which remain subject to performance conditions or vested but unexercised share options: | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Scheme interests | | | Vested but | | | | | | | Granted during | Exercised during | Lapsed during | | unexercised | | | Interest type | Grant date | Option price (p) | 01.01.25 | 2025 | 2025 | 2025 | 31.12.25 | share options | | Executive Directors | | | | | | | | | | | Luc van Ravenstein | LTIP (PSU) 1 | 04.04.2022 | – | 69,334 | – | 33,765 | 35,569 | 0 | – | | | LTIP (RSU) 2 | 04.04.2022 | – | 69,333 | – | 69,333 | – | 0 | – | | | LTIP (PSU) 1 | 03.04.2023 | – | 87,573 | – | – | – | 87,573 | – | | | LTIP (RSU) 2 | 03.04.2023 | – | 87,573 | – | – | – | 87,573 | – | | | SAYE | 20.09.2023 | 94.86 | 40,800 | – | 37,174 | 3,626 | 0 | – | | | LTIP (PSU) 1 | 08.04.2024 | – | 71,759 | – | – | – | 71,759 | – | | | LTIP (RSU) 2 | 08.04.2024 | – | 71,758 | – | – | – | 71,758 | – | | | LTIP (PSU) 1 | 30.05.2025 | – | – | 745,591 | – | – | 745,591 | – | | Total scheme interests | | | | 498,130 | 745,591 | 140,272 | 39,195 | 1,064,254 | – | | Former Directors | | | | | | | | | | | Paul Waterman | LTIP 1 | 04.04.2022 | – | 1,236,244 | – | 602,050 | 634,194 | 0 | – | | | DSBP 3 | 08.03.2023 | – | 374,376 | – | 374,376 | – | 0 | – | | | LTIP 1 | 03.04.2023 | – | 1,350,978 | – | – | – | 1,350,978 | – | | | DSBP 3 | 08.03.2024 | – | 323,899 | – | 323,899 | – | 0 | – | | | LTIP 1 | 08.04.2024 | – | 1,107,011 | – | 1,107,011 | – | 0 | – | | | DSBP 3 | 30.05.2025 | – | – | 324,003 | 324,003 | – | 0 | – | | Total scheme interests | | | | 4,392,508 | 324,003 | 2,731,339 | 634,194 | 1,350,978 | – | | Ralph Hewins | DSBP 3 | 08.03.2017 | – | 7,140 | – | – | – | 7,140 | 7,140 | | | RA 4 | 08.03.2017 | – | 17,458 | – | – | – | 17,458 | 17,458 | | | RA 5 | 08.03.2017 | – | 92,262 | – | – | – | 92,262 | 92,262 | | | DSBP 3 | 05.03.2018 | – | 73,123 | – | – | – | 73,123 | 73,123 | | | DSBP 3 | 11.03.2019 | – | 48,865 | – | – | – | 48,865 | 48,865 | | | DSBP 3 | 06.03.2020 | – | 76,266 | – | – | – | 76,266 | 76,266 | | | DSBP 3 | 08.03.2022 | – | 213,105 | – | – | – | 213,105 | 213,105 | | | LTIP 1 | 05.04.2022 | – | 559,656 | – | 272,552 | 287,104 | 0 | – | | | SAYE 6 | 21.09.2022 | 88.00 | 20,454 | – | – | | 20,454 | 20,454 | | | DSBP 3 | 09.03.2023 | – | 147,833 | – | – | | 147,833 | 147,833 | | | LTIP 1 | 13.04.2023 | – | 584,349 | – | – | | 584,349 | – | | | DSBP 3 | 12.03.2024 | – | 138,015 | – | – | | 138,015 | – | | | LTIP 1 | 08.04.2024 | – | 489,054 | – | – | | 489,054 | – | | | DSBP 3 | 02.06.2025 | – | – | 145,966 | – | | 145966 | – | | | LTIP 1 | 02.06.2025 | – | – | 524,654 | – | | 524,654 | – | | Total scheme interests | | | | 2,467,580 | 670,620 | 272,552 | 287,104 | 2,578,544 | 696,506 | ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 137 Footnote references for Directors’ scheme interests (audited): 1 LTIP (PSU) awards are subject to performance conditions. The same relative TSR performance conditions apply in respect of all awards. The EPS target for the 2022 awards is based on FY24 EPS of between 8.4 cents and 10.9 cents, for the 2023 awards is based on FY25 EPS of between 11.8 cents and 15.8 cents, for the 2024 awards is based on FY26 EPS of between 12.7 cents and 15.4 (restated for the impact of the Talc divestment) cents and for the 2025 award based upon FY27 EPS of between 14.3 cents and 17.5 cents (restated for the impact of the Talc divestment). The operating cash conversion performance conditions for the 2022 award is based on three-year targets between 85% and 95%, and between 80% and 100% for 2023 and 2024. The 2024 award is also subject to an operating profit margin condition based upon FY26 of between 18% and 20%. These awards ordinarily vest on the third anniversary of the grant date. Full detail of the vesting conditions for the 2025 awards are set out on page 135. 2 LTIP (RSU) awards are not subject to performance conditions. These awards were granted to Luc van Ravenstein in his role prior to becoming an Executive Director, in line with our approach for non PLC Directors. The awards will vest on the third anniversary of the grant date, subject to continued employment. 3 Conditional share award under the DSBP. Structured as restricted stock units for Paul Waterman and nil cost options for Ralph Hewins. Ralph Hewins’ 2020 DSBP award has vested but has not yet been exercised. The share price at date of grant was 98.95 pence, so the face value of Ralph Hewins’ award at grant was £75,466. Both Executive Directors recommended and the Committee agreed that no bonus be payable in respect of 2020, therefore no DSBP awards were granted in 2021. For DSBP awards granted in March 2022, the share price at date of grant was 103.8 pence so the face value of Ralph Hewins’ award at grant was £221,204. For DSBP awards granted in March 2023, the share price at date of grant was 126.1 pence with the face value of awards at grant of £472,088 and £186,418 for Paul Waterman and Ralph Hewins respectively. For DSBP awards granted in March 2024, the share price at date of grant was £1.386 pence with the face value of awards at grant of £448,924 and £191,289 for Paul Waterman and Ralph Hewins respectively. For DSBP awards granted in May 2025, the share price at date of grant was £1.432 pence with the face value of awards at grant of £463,972 and £209,023 for Paul Waterman and Ralph Hewins respectively. 4 Replacement awards structured as nil cost options made under standalone arrangements that borrow terms from the LTIP as amended. In line with the remuneration forfeited on leaving his former employer, the 2017 award did not have performance conditions, but shares were required to be held for two years. The options remain unexercised. 5 Replacement awards structured as nil cost options made under standalone arrangements that borrow terms from the DSBP as amended. The options remain unexercised. 6 Options held under SAYE schemes. This is a savings-based share option scheme that is not subject to performance conditions. For Luc van Ravenstein, the figures shown relate to a 2023 grant made under the US scheme on 20 September 2023 with an option price of 94.86 pence per share. For Ralph Hewins, the figures shown relate to a 2022 grant made under the UK scheme on 21 September 2022 with an option price of 88.00 pence per share. Further details on the schemes are shown in Note 26 to the consolidated financial statements on page 181. Directors’ share interests (audited) The table below sets out the interests of the Directors (including any connected persons) during the year in the issued shares of the Company insofar as these relate to beneficially owned shares. Paul Waterman’s shareholding is shown as of the date of his cessation of employment (i.e. 31 July 2025). | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | | | Shareholding | | | | Acquired | Disposed | | level met as at | | | 01.01.25 | during 2025 | during 2025 | 31.12.25 | 31.12.25 | | Executive Directors | | | | | | | Luc van Ravenstein | 393,449 | 119,164 | – | 512,613 | No 1 | | Non-Executive Directors | | | | | | | Dorothee Deuring | 26,250 | – | – | 26,250 | n/a | | John O’Higgins | 125,600 | – | – | 125,600 | n/a | | Trudy Schoolenberg | 30,000 | 30,000 | – | 60,000 | n/a | | Christine Soden | 30,000 | – | – | 30,000 | n/a | | Clement Woon | 50,000 | – | – | 50,000 | n/a | | Maria Ciliberti | 10,000 | – | – | 10,000 | n/a | | Heejae Chae | 34,000 | – | – | 34,000 | n/a | | Christopher Mills 2 | – | – | – | – | n/a | | Former Directors | | | | | | | Paul Waterman | 1,597,963 | 1,045,313 | – | 2,643,276 | No 1 | | Ralph Hewins | 289,090 | 148,708 | – | 437,798 | No 1 | 1 As per the Policy, Executive Directors are expected to build up a shareholding that is equal in value to 200% of their basic annual salaries. Share awards vesting over time will contribute to meeting the shareholding requirement. In accordance with the post-cessation shareholding policy introduced in 2022, Paul Waterman and Ralph Hewins cannot sell any shares derived from incentive plans from 2022 onwards (other than to pay any tax arising on vesting) within two years of the cessation of their employment unless the shares retained, after tax, from those awards exceeds the number of shares calculated to be of value equivalent to the lower of their actual shareholding as of 31 July 2025 and 31 March 2026 respectively (being the respective dates their employment ceased) or 200% of salary. 2 As at 31 December 2025, Christopher Mills’ interest in the Company’s shares is held through North Atlantic Smaller Companies Investment Trust PLC (“NASCIT”) and Oryx International Growth Fund Limited (“Oryx”). Mr Mills is a director of NASCIT and Oryx. Mr Mills holds 2.50% of the shares in Oryx in his own name. Mr Mills also owns 27.74% of the shares in NASCIT, which in turn holds 52.68% of the shares in Oryx. Oryx holds 6,000,000 of the Company’s shares. Mr Mills is a partner and Chief Investment Officer of Harwood Capital LLP (“Harwood”), which is investment manager and investment adviser to NASCIT and Oryx respectively. Harwood is a wholly owned subsidiary of Harwood Capital Management Limited. Funds managed by Harwood Capital Management Limited and its affiliates (including Oryx) own 22.1m of the Company’s shares. The market price of ordinary shares at 31 December 2025 was £1.66 pence (2024: £1.452 pence) and the range during 2025 was £1.15 pence to £1.766 pence (2024: £1.156 pence to £1.662 pence). As at 31 December 2025, the trustee of the Company’s Employee Share Ownership Trust (“ESOT”) held 4,181 shares (2024: 968,021). As an Executive Director and potential beneficiary under the ESOT, Luc van Ravenstein is deemed to have an interest in any shares that become held in the ESOT. ![]() Elementis plc Annual Report and Accounts 2025 138 #### Directors’ Remuneration report continued As at 4 March 2026, no person who was then a Director had any interest in any derivative or other financial instrument relating to the Company’s shares and, so far as the Company is aware, none of their connected persons had such an interest. There was no other change, so far as the Company is aware, in the relevant interests of other Directors or their connected persons. Other than their service contracts, letters of appointment and letters of indemnity with the Company, none of the Directors had an interest in any contract of significance in relation to the business of the Company or its subsidiaries at any time during the financial year. Directors’ retirement benefits (audited) The table below shows the breakdown of the retirement benefits of the Executive Directors, comprising employer contributions to defined contribution plans and salary supplements paid in cash. Luc van Ravenstein receives a salary supplement in lieu of any other retirement benefit. Paul Waterman received a salary supplement and participated in US contractual retirement schemes. Further detail can be found in the Policy. The amount shown in the table below represents employer matching contributions, and both this and the salary supplement are included in the Directors’ emoluments table shown on page 131. Ralph Hewins received a salary supplement in lieu of any other retirement benefit. The amount received is shown in the table below and in the Directors’ emoluments table. | | | | | | | --- | --- | --- | --- | --- | | | Defined contribution plans | | Salary supplement | | | | 2025 | 2024 | 2025 | 2024 | | | £’000 | £’000 | £’000 | £’000 | | Executive Directors | | | | | | Luc van Ravenstein | n/a | – | 29 | – | | Former Directors | | | | | | Paul Waterman | 36 | 42 | 61 | 125 | | Ralph Hewins | n/a | n/a | 90 | 87 | Note: The pensions received were consistent with the Company’s Remuneration Policy at up to a total of 21% of salary and for Paul Waterman and Ralph Hewins and 8% for Luc van Ravenstein. As stated elsewhere in this report, Paul Waterman’s pension contribution is 21% of salary. He receives cash in lieu of pension into his 401(k) up to the prescribed IRS limit, and non-qualified deferred compensation in respect of the remaining amount. Payments to past Directors or payments for loss of office (audited) Paul Waterman As announced on 18 November 2024, Paul Waterman stepped down from his role as CEO on 29 April 2025. He remained employed by the Group until his employment ended on 31 July 2025 in order to ensure an orderly handover to his successor, Luc van Ravenstein. Remuneration arrangements in respect of his departure, having taken legal advice in connection with his US contract, reflect his contractual entitlements, the Directors’ Remuneration Policy approved by shareholders at the AGM on 26 April 2022 and the Rules of the relevant plans. The details of his arrangements, as set out in the 2024 Directors’ Remuneration Report, are set out below. Salary and benefits These were provided in line with the terms of his service agreement through to 31 July 2025, after which Mr Waterman ceased to be employed by the Group. He received a payment in lieu of any accrued but unused annual leave as of 31 July 2025 of £29,976. He continued to receive his base salary on a monthly basis, subject to mitigation, from 1 August 2025 through to 18 November 2025 in lieu of the balance of his 12-month notice period entitlement. Annual bonus Mr Waterman remained eligible to participate in the Elementis Group Annual Bonus Plan for the financial year ending 31 December 2025, pro-rated to 31 July 2025, subject to achievement of performance measures. Payment will be made by way of (a) cash lump sum to the value of 50% of the bonus entitlement, and (b) deferred shares to the value of 50% of the bonus entitlement, which will vest in March 2028. Any bonuses paid will remain subject to malus and clawback as well as the wider terms of the plan. Long-term incentive plan awards The Remuneration Committee determined Mr Waterman to be a good leaver under the rules of the Elementis LTIP as a result of his cessation of employment being by way of mutual agreement in connection with the Board’s leadership succession plans. His 2023 and 2024 LTIP awards remain eligible to vest on their normal vesting dates in 2026 and 2027 respectively, subject to pro-rata reduction to reflect the period from grant to the cessation of his employment on 31 July 2025 relative to three years and the application of performance conditions. The vesting of his 2023 award is set out in the ‘Determination of 2023 LTIP awards’ section of this report. After pro-ration to 31 July 2025, Paul Waterman has 484,254 shares eligible to vest under the 2024 LTIP award. In accordance with the rules of the LTIP, any vested shares will remain subject to the terms of the plan, which include a two-year holding period from vesting and malus and clawback provisions. Other payments Paul Waterman received a contribution of £3,649 (excluding VAT) towards legal advisory fees incurred in connection with his departure; and £37,988 (US$50k in total paid gross) towards the preparation of tax filings for each year in which he receives employment income from the Group that is taxable in the UK and career transition advisory support. The contribution towards tax support is consistent with his in-employment benefit and provided in lieu of this benefit for the balance of his notice period. Post-cessation share ownership guidelines In accordance with the post-cessation shareholding policy introduced in 2022, no shares derived from incentive plans from 2022 onwards may be sold (other than to pay any tax arising on vesting) within two years of cessation of employment unless the shares retained, after tax, from those awards exceed the number of shares calculated to be of value equivalent to 165% of salary, being Paul’s shareholding at the date of cessation of his employment (calculated on 31 July 2025 by reference to the closing share price on 31 July 2025). LTIP shares are subject to a two-year holding period under the Remuneration Policy. ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 139 Ralph Hewins As announced on 30 September 2025, Ralph Hewins stepped down as CFO and retired from the Board on 31 December 2025. He will remain employed by the Group in order to ensure an orderly handover to his successor, Kath Kearney-Croft, until 31 March 2026. Remuneration arrangements in respect of his departure reflect his contractual entitlements, the Directors’ Remuneration Policy approved by shareholders at the AGM on 29 April 2025 and the Rules of the relevant plans. The payments to be made in connection with his loss of office are as set out below: Salary and benefits Ralph Hewins will receive his normal remuneration under the terms of his service agreement through to 31 March 2026, after which he will retire and cease to be employed by the Group. He will receive a payment in lieu of any accrued but unused annual leave as of 31 March 2026. He is not eligible for any salary increase in 2026. Annual bonus As set out earlier in this report, Ralph Hewins remained eligible to participate in the annual bonus plan for the year ending 31 December 2025. The payment of the bonus earned will be made by way of (a) cash lump sum to the value of 50% of the bonus earned in March 2026, and (b) deferred shares to the value of 50% of the bonus earned, which will vest 2 years later in March 2028. He is not eligible for any bonus for 2026. The deferred shares (net of any tax due) will need to be retained in connection with the two year post-cessation of employment shareholding policy (see below). Any bonuses paid remain subject to malus and clawback as well as the wider terms of the plan. As a result of his retirement and cessation of employment, the deferred shares awarded in connection with annual bonuses earned for performance in 2023 (138,015 shares) and 2024 (145,966 shares) will vest on the earlier of his cessation of employment and the normal vesting date of the award. The net of tax number of these deferred share awards will need to be retained for two years towards the satisfaction of the Company’s post cessation of employment share ownership guidelines (see below). Long-term incentive plan awards As a result of his retirement, Ralph Hewins is a good leaver under the Rules of the Elementis Long Term Incentive Plan. As a result, his 2023, 2024 and 2025 LTIP awards will vest on their normal vesting dates in 2026, 2027 and 2028 respectively. The 2024 and 2025 LTIP awards will be subject to a pro-rata reduction to reflect the period from grant to the cessation of his employment on 31 March 2026 relative to the three-year performance periods and the application of performance conditions. Details of the vesting of the 2023 LTIP award are set out in the ‘Determination of 2023 LTIP awards’ section of this report. After pro-ration to 31 March 2026, Ralph Hewins has 322,463 shares eligible to vest under the 2024 LTIP award and 146,137 shares eligible to vest under the 2025 LTIP award. Dividend equivalents will be additional to these numbers. In accordance with the Rules of the LTIP, any vested shares will remain subject to the terms of the Plan which include a two year holding period from vesting, and malus and clawback provisions. Ralph Hewins was not eligible for an LTIP award in 2026. Other payments Ralph Hewins will receive a capped contribution of up to £5,000 (excluding VAT) towards legal advisory fees incurred in connection with his departure. Other than the items referenced above, Ralph Hewins will not receive any further remuneration payments or payments for loss of office. Post-cessation shareholding guidelines In accordance with the post-cessation shareholding policy introduced in 2022, no shares derived from incentive plans from 2022 onwards may be sold (other than to pay any tax arising on vesting) within two years of cessation of employment unless the shares retained, after tax, from those awards exceed the number of shares calculated to be of value equivalent to the lower of Ralph Hewins’ actual shareholding on 31 March 2026, being the date of his cessation of employment, or 200% of salary. LTIP shares are subject to a two year holding period under the Remuneration Policy. Joining arrangements for new CEO and CFO Luc van Ravenstein, CEO Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025, following a thorough search process led by the Nomination Committee. He was appointed on a base salary of US $720,000 in the context of being an internal promotion. As set out in the Chair’s annual statement, his salary has been reviewed in light of his performance and market rates of pay for comparably sized FTSE 250 companies, resulting in an increase of 21.5% to US $875,000 with effect from 1 April 2026. Luc receives a Company pension contribution of 8% of base salary (aligned with the majority of the wider UK workforce). His maximum bonus and long-term incentive opportunities have been set at 150% and 200% of base salary respectively, consistent with the Directors’ Remuneration Policy. Kath Kearney-Croft, CFO Kath Kearney-Croft was appointed as CFO designate on 3 November 2025, before becoming CFO and a member of the Board on 1 January 2026. She was appointed on a base salary of £400,000. As set out in the Chair’s annual statement, Kath’s salary will increase to £413,000 (representing an increase of 3.25%) with effect from 1 April 2026. As part of Kath’s recruitment it was agreed that she would receive a long-term incentive award at 175% of salary shortly following her commencement of employment. The award is subject to the same performance targets that apply to the Executive Directors’ awards that were granted earlier in the year and provides immediate alignment with the wider executive leadership team. Kath receives a Company pension contribution of 8% of base salary (aligned with the majority of the wider UK workforce). Her maximum annual bonus and long-term incentive opportunities have been set at 125% of base salary (pro-rata for 2025) and 175% of base salary respectively, consistent with the Directors’ Remuneration Policy. There were no ‘buyout’ awards agreed in connection with her appointment. ![]() Elementis plc Annual Report and Accounts 2025 140 #### Directors’ Remuneration report continued Total shareholder return performance and change in CEO’s pay The graph below illustrates the Company’s total shareholder return for the ten years ended 31 December 2025, relative to the FTSE 250 Index, along with a table illustrating the change in CEO pay over the corresponding period. The table also details the payouts for the annual bonus scheme and LTIP. As the Company’s shares are denominated and listed in pence, the graph below looks at the total return to 31 December 2025 of £100 invested in Elementis on 31 December 2015 compared with that of the total return of £100 invested in the FTSE 250 Index. This index was selected for the purpose of providing a relative comparison of performance because the Company is a member of it. 0 50 100 150 200 TSR performance since 2015 (rebased to 100) £ Elementis plc FTSE 250 Index (excl. Investment Trusts) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | CEO pay (total remuneration – £’000s) | 1,553 1 | 2,539 | 1,229 | 1,114 | 1,007 | 1,946 | 2,214 | 2,752 | 3,039 | 3,641 | | Annual bonus payout (% of maximum) | 27.5% | 93.0% | 35.0% | 17.3% | 0% | 93% | 75% | 74% | 77.9% | 71.9% | | LTIP vesting (% of maximum) | 91.2% 2 | 91.4% 3 | 0% | 0% | 0% | 0% | 11.1% | 54.7% | 48.7% | 76.8% | 1 Includes remuneration for Paul Waterman and David Dutro for the period in which each was CEO during 2016, and for Luc van Ravenstein and Paul Waterman for the period in which each was CEO during 2025. 2 Relates to Paul Waterman’s buy-out awards which vested in March 2017. 3 Relates to Paul Waterman’s buy-out awards vesting in March 2018. CEO to all-employee pay ratio Whilst Elementis is not required to publish a CEO to all-employee pay ratio given it has fewer than 250 UK employees, voluntary disclosure of the pay ratio is included below. In line with the relevant legislation, the analysis has been completed using Option A (i.e. actual total remuneration earned has been used as the basis for comparison). The reference date for the analysis was 31 December 2025. ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 141 Whilst this is only based upon circa 80 UK employees, there is a mix of factory-based employees (circa 75%) and corporate head office employees. Option A was used as it was deemed the most accurate and prevalent among recent FTSE 250 disclosures. The 2025 ratio is equivalent to the 2024 figure due to the continued higher ratio of variable pay within the CEO’s overall compensation as a result of the vesting of the 2023 LTIP award. Circa 10% of UK employees are eligible for LTIP. The ratio is consistent with the pay, reward and progression policies for the Company’s UK employees taken as a whole. The pay ratio illustrates the greater leverage in Director packages versus the wider workforce in that in years where Elementis performs strongly against its performance targets, the ratio is generally higher. For the purposes of the CEO pay ratio calculation the single figure proportion in relation to Paul Waterman has been calculated up until 29 April 2025, being the date at which he stepped down as CEO. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | CEO pay ratio | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | Method | A | A | A | A | A | A | A | | CEO single figure | £1,114 | £1,007 | £1,946 | £2,214 | £2,752 | £3,039 | £3,181 | | Upper quartile | 15 | 14 | 23 | 24 | 31 | 37 | 34 | | Median | 21 | 19 | 34 | 40 | 52 | 52 | 54 | | Lower quartile | 25 | 23 | 42 | 49 | 67 | 66 | 63 | The salary and total pay for the individuals identified at the lower quartile, median and upper quartile positions in 2025 are set out below: | | | | | --- | --- | --- | | 2025 | Salary | Total pay | | Upper quartile individual | £73,680 | £91,720 | | Median individual | £53,285 | £58,752 | | Lower quartile individual | £45,596 | £50,605 | Relative importance of spend on pay The table below shows the total remuneration paid across the Group together with the total dividends paid in respect of 2025 and the preceding financial year. | | | | | | --- | --- | --- | --- | | £m | 2025 | 2024 | Change | | Remuneration paid to all employees 1 | 60.9 | 59.8 | 1.8% | | Total dividends paid in the year | 18.9 | 14.7 | 28.6% | 1 See Note 8 to the consolidated financial statements. The amounts for 2025 and 2024 have been converted from dollars into pounds sterling using the average USD/GBP exchange rates for those years. Malus and clawback Malus and clawback provisions apply to the annual bonus and LTIP where the following circumstances become known within three years of any payments being made: Performance outcomes were determined based on mis-stated financial information Performance outcomes being incorrectly calculated Gross misconduct Actions within the performance period that lead to corporate failure Activities within the performance period that result in a material financial downturn A material failure of risk management within the relevant performance period The occurrence of an event in the performance period that caused a serious health and safety event Following an individual being deemed a ‘good leaver’ within an incentive plan by reason of retirement with the agreement of the Remuneration Committee, their taking on subsequent employment in a paid executive role A three-year period for the operation of malus and clawback is believed to be best-suited to Elementis, noting that this is standard market practice outside of financial services companies and the clear and transparent nature of reporting profitability and other measures of financial performance at Elementis. There was no exercise of malus and clawback in the year. ![]() Elementis plc Annual Report and Accounts 2025 142 #### Directors’ Remuneration report continued Percentage change in the remuneration of the Directors (unaudited) The table below shows the change in the Directors’ pay and the corresponding change of these elements across all UK employees within the Group from 2024 to 2025. | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Average percentage change 2020-21 | | | Average percentage change 2021-22 | | | Average percentage change 2022-23 | | | Average percentage change 2023-24 | | | Average percentage change 2024-25 | | | | | | Taxable | Annual | | Taxable | Annual | | Taxable | Annual | | Taxable | Annual | | Taxable | Annual | | | Salary | benefits | bonus | Salary | benefits | bonus | Salary | benefits | bonus | Salary | benefits | bonus | Salary | benefits | bonus | | Luc van Ravenstein¹ ,2 | – | – | – | – | – | – | – | – | – | – | – | – | n/a | n/a | n/a | | John O’Higgins 3 | 131% | – | – | 86% | – | – | 4.5% | – | – | 4% | 3.6% | – | 3.8% | – | – | | Dorothee Deuring | 2% | – | – | 3% | – | – | 10.5% | – | – | 4% | – | – | 3.8% | – | – | | Trudy Schoolenberg 4 | – | – | – | – | – | – | 31.9% | – | – | 4% | – | – | 3.8% | – | – | | Christine Soden 5 | 512% | – | – | 14% | – | – | 9.3% | – | – | 4% | – | – | 3.8% | – | – | | Clement Woon 6 | – | – | – | – | – | – | 4.5% | – | – | 16.1% | – | – | 3.8% | – | – | | Maria Ciliberti 6 | – | – | – | – | – | – | – | – | – | – | – | – | 30% | – | – | | Heejae Chae 6 | – | – | – | – | – | – | – | – | – | – | – | – | 36% | – | – | | Christopher Mills | – | – | – | – | – | – | – | – | – | – | – | – | n/a | – | – | | Employees | 11.1% | – | – | 1.8% | – | -12% | 0.4% | – | -20.7% | 4% | – | 25.5% | 1.8% | – | -9% | | Former Directors | | | | | | | | | | | | | | | | | Paul Waterman 1,2,8 | 2% | 26% | 100% | 3% | -4% | -17% | 3.2% | 24.7% | 2.7% | 4% | 17.8% | 11.8% | n/a | n/a | n/a | | Ralph Hewins 7 | 2% | 4% | 100% | 3% | 4% | -16% | 4.5% | 0% | 2.7% | 4% | 13.2% | 9.1% | 3.8% | 3.4% | -7.7% | 1 All percentages are based on converting relevant local currencies into pounds sterling using the average rates for the respective year. 2 Luc van Ravenstein assumed the role of CEO and joined the Board on 29 April 2025. Paul Waterman stood down as CEO on the same date, and remained in employment until 31 July 2025. 3 John O’Higgins assumed the role of Chair on 1 September 2021. 4 Trudy Schoolenberg was appointed NED on 15 March 2022 and assumed the role of SID in April 2022. 5 Christine Soden joined the Board as NED and DNED for workforce engagement on 1 November 2020. 6 Clement Woon was appointed NED on 1 December 2022. Maria Ciliberti was appointed NED on 11 March 2024. Heejae Chae was appointed NED on 25 March 2024. 7 Paul Waterman and Ralph Hewins recommended and the Committee agreed that no bonuses should be payable in relation to 2020 performance. 8 Paul Waterman’s actual benefits cost for FY2022 were effectively understated in FY2022 by approximately £15,000 due to the timing of the medical payments. This was corrected for 2023 and accounts for the majority of the increase in that year. Foreign exchange rates and changes in costs due to age and salary also impact 2023. Statement of shareholder voting The resolutions to approve the 2025 Directors’ Remuneration Policy and the 2024 Directors’ Remuneration report were passed by a poll at the Company’s 2025 AGM respectively. Set out in the table below are the votes cast by proxy in respect of these resolutions. | | | | | | | | --- | --- | --- | --- | --- | --- | | | Votes for | % for | Votes against | % against | Votes withheld 1 | | 2024 Directors’ Remuneration report (2025 AGM) | 434,598,682 | 91.88 | 38,413,539 | 8.12 | 16,163 | | 2025 Directors’ Remuneration Policy (2025 AGM) | 467,252,524 | 98.78 | 5,759,912 | 1.22 | 15,948 | 1 Votes withheld are not included in the final figures as they are not recognised as a vote in law. ![]() Corporate Elementis plc Strategic Financial Shareholder Governance Annual Report and Accounts 2025 Report Statements Information 143 Other information about the Committee’s membership and operation Committee composition The Chair and members of the Committee are shown on pages 92-94, together with their biographical information. Five meetings were held during 2025 and the attendance of Committee members is shown on page 121. The Chair of the Board, CEO and other Non-Executive Directors who are not members of the Committee have a standing invite to attend, and the CFO and Chief Human Resources Officer also attend meetings by invitation, as appropriate. The Executive Directors are not present when their own remuneration arrangements are discussed or, if they are, they do not participate in the decision-making process. External adviser Korn Ferry was appointed as external independent adviser to the Committee in 2017 following a competitive tender process. During 2025, Korn Ferry provided advice to the Committee in relation to emerging market practice and benchmarking. Through a separate advisory team to the remuneration advisory team, Korn Ferry provided other human capital related services to the Nomination Committee. The Committee is therefore satisfied that the advice received was objective and independent. Korn Ferry is a member of the Remuneration Consultants Group and abides by the voluntary code of conduct of that body, which is designed to ensure objective and independent advice is given to remuneration committees. Fees paid to Korn Ferry for remuneration advisory services in 2025 were £66,941 (excluding VAT) and were charged on a time and materials basis. Terms of reference A full description of the Committee’s terms of reference is available on the Company’s website at www.elementis.com Activities during the year The Committee operated in line with its terms of reference during the year, setting the pay for the Executive Directors and wider senior leadership team, having oversight of pay across the organisation and setting the Board Chair’s fee. The Committee considered the following at its meetings during 2025: | | | | --- | --- | | Committee | | | meeting dates | Agenda items | | February | 2022 LTIP performance outcomes | | 2025 | 2024 Executive Director bonus awards | | | 2025 LTIP targets/performance conditions and delegated authority to grant | | | the 2025 awards | | | ELT salary review and bonus payments | | | CEO pay ratio calculations | | | Approval of final draft of Directors’ Remuneration report | | June 2025 | 2025 LTIP grant | | July 2025 | Market update | | | Preliminary consideration of Talc divestment impact on incentives | | October 2025 | Application of Remuneration Policy in 2026 | | | Update on 2025 performance against annual bonus targets and 2023 LTIP | | | Consideration of the impact of the Talc divestment on incentive plans | | December | Institutional investor and proxy agency update | | 2025 | Preliminary discussion on Director pay increases | | | Conclusion on Talc divestment impact on incentives and associated impact of | | | share buyback | | | Workforce engagement | | | Committee terms of reference | Outside of the above meeting dates, the Committee considered and confirmed operational matters in appropriate forums (e.g. the Executive Directors’ annual bonus targets, granting of the 2025 LTIP awards, and Executive Director joining and leaving arrangements). Evaluation, training and development On an annual basis, the Committee’s effectiveness is reviewed as part of the evaluation of the Board. Following the evaluation last year, there were no major issues to report. During 2025, all members received briefings from the Group General Counsel & Company Secretary and the Committee’s remuneration advisers throughout the year to keep them updated on topical matters and developments relating to executive remuneration. Auditable sections of the Directors’ Remuneration Report The sections of the Annual Report on Remuneration that are required to be audited by law are as follows: Remuneration payable to Directors for 2025 and Directors’ retirement benefits; and tables headed Annual LTIP awards granted in the year, Directors’ scheme interests, Directors’ share interests and Directors’ retirement benefits. Approved by the Board on 4 March 2026 Clement Woon Chair, Remuneration Committee ![]() 144 Elementis plc Annual Report and Accounts 2025 #### Directors’ report The Directors present their report together with the Annual Report and Accounts, along with the audited consolidated financial statements of the Company, and the Group, for the year ended 31 December 2025. The Directors’ report is set out on pages 144-147, together with the information required to be disclosed (referred to below) which is incorporated by reference. The Governance report is set out on pages 89-148. Information from the consolidated financial statements referred to in this Directors’ report is incorporated by reference. The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, and as noted in this Directors’ report, to include certain matters in its Strategic report that would otherwise be required to be disclosed in this Directors’ report. The Strategic report can be found on pages 3-88, which provides detailed information relating to the Group, its business model and strategy, operation of its businesses, future developments, and the results and financial position for the year ended 31 December 2025. Disclosures required under Listing Rule 6.6.4R To comply with Listing Rule 6.6.4, the following table provides the information to be disclosed by the Company: Details of long term-incentive schemes can be found on pages 122-123. 6.6.1(3) Christopher Mills (Non-Independent Non-Executive Director) has waived his emoluments and has donated to a charity of his choice. 6.6.1(4) and 6.6.1(5)R The Trustees of the Elementis plc Employee Benefit Trust waived dividends on all shares. 6.6.1(11) and 6.6.1(12)R The Strategic Report and the Directors’ Report together form the Management Report for the purposes of the Disclosure Guidance and Transparency Rules 4.1.8R Directors Directors and their interests The biographical details of the Directors of the Company who held office during the year, and up to the date of the signing of the financial statements, are set out on pages 92-95. Appointment and replacement of Directors The Articles of Association (the ‘Articles’) give the Directors power to appoint and replace Directors. Under the terms of reference of the Nomination Committee, appointments are recommended by the Nomination Committee for approval by the Board. In line with the UK Corporate Governance Code, the Articles also require all Directors to retire and submit themselves for election at each AGM, except for any Director appointed by the Board after the notice of the AGM has been given. The service contracts of the Executive Directors and letters of appointment of the Non-Executive Directors are available for inspection at the Company’s registered office. Amendment of the Articles Amendments to the Articles may be made by way of special resolution, in accordance with the Companies Act 2006. The most recent amendments to the Articles were approved at the AGM held on 30 April 2019. Directors’ powers The business of the Company is managed by the Board, which may exercise all the powers of the Company, subject to the Articles, the Companies Act 2006 and any special resolution of the Company. The exercise of certain powers, including in relation to the issuing or buying back of shares, requires authority from the Company’s shareholders. The Articles may only be amended by special resolution of the Company at a general meeting of its shareholders. Directors’ conflicts of interest Kath Kearney-Croft is in receipt of a conflict authorisation from the Company in respect of her acting as a trustee of the Elementis Group Pension Scheme. The conflict authorisation enables Kath Kearney-Croft to act as trustee, notwithstanding that this role could give rise to a situation in which there is a conflict of interest. The Board considers that it is appropriate for the trustees of the UK pension scheme to benefit from the financial expertise of the CFO and that their contribution at trustees’ meetings demonstrates the Board’s commitment to supporting the UK pension scheme. The Board’s conflict authorisation is subject to annual review and, under the terms of the conflict authorisation, reciprocal provisions have been put in place with a view to safeguarding information that is confidential to the Group, as well as to the trustees. Were a conflict of interest to arise, Kath Kearney-Croft is required to excuse herself from reading the relevant papers and absent herself from participating in relevant discussions. Procedures are in place to ensure compliance with the Companies Act 2006. These procedures have been complied with during the year. Details of any new conflicts or potential conflict matters are submitted to the Board for consideration and, where appropriate, are approved. Authorised conflicts and potential conflict matters are reviewed on an annual basis and more frequently where required. Directors’ insurance and indemnities In addition to the indemnities granted by the Company to Directors in respect of the liabilities incurred as a result of their office (which are qualifying third-party indemnity provisions under the Companies Act 2006), a directors’ and officers’ liability insurance policy is maintained throughout the year. Neither the indemnity nor the insurance provides cover in the event that a Director is proven to have acted dishonestly or fraudulently. Similar arrangements also exist for directors of Group subsidiary entities. Directors’ share interests The Directors’ interests in the ordinary shares and options of the Company can be found within the Directors’ Remuneration report on pages 121-143. ![]() 145 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Shares Share capital As at 31 December 2025, the Company’s issued share capital was 569,295,044 ordinary shares, with a nominal value of 5 pence each. Each issued share carries a voting right of one vote per share. All of the Company’s issued shares are fully paid up and rank equally in all respects. The rights attached to the shares, in addition to those conferred on their holders by law, are set out in the Company’s Articles. From time to time, the ESOT holds shares in the Company for the purposes of various share incentive plans and the rights attached to them are exercised by independent trustees, who may take into account any recommendation by the Company. As at 31 December 2025, the ESOT held 4,181 shares in the Company (2024: 968,021). A dividend waiver is in place in respect of all shares that may become held by the ESOT. Further details of the authorised and issued share capital during the financial year are provided in Note 17 to the accounts on page 183. Dividend The Company paid an interim dividend on 26 September 2025 of 1.3 cents per share (0.97 pence per share determined by using the forward rate of £1.00:$1.34 as determined on 30 July 2025) to holders of ordinary shares of £0.05 who were on the register as at 15 August 2025. A final dividend of 3.0 cents per share (2.23 pence per share determined by using the forward rate of £1.00:$1.3482 as determined on 27 February 2026) will be proposed for shareholder approval at the AGM on 29 April 2026. If approved, the final dividend will be paid on 29 May 2026 to shareholders on the Register of Members on 1 May 2026. Employee share schemes The Company operates a number of employee share plans, details of which are set out in Note 26 to the consolidated financial statements and on page 131 of the Directors’ Remuneration report. Voting rights In a general meeting of Elementis plc, the provisions of the Companies Act 2006 apply in relation to voting rights, subject to the provisions of the Articles and to any special rights or restrictions as to voting attached to any class of shares in Elementis plc (of which there are none). Shareholders are entitled to attend and vote at any general meeting of the Company and a poll will be held on every resolution. Every member present in person or by proxy has, upon a poll, one vote for every share held. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding. Full details of the deadlines for exercising voting rights in respect of the resolutions to be considered at the AGM to be held on 29 April 2026 will be set out in the Notice of Annual General Meeting. Authority to purchase own shares Shareholders are asked at each annual general meeting for authority to authorise the Company to purchase its own shares, in order that the Company may do so when the Directors believe it is in the best interests of shareholders. Shares that are purchased by the Company must either be cancelled or held in treasury. Once shares are held in treasury, the Directors may only dispose of them in accordance with the relevant legislation by: (a) selling the shares (or any of them) for cash; (b) transferring the shares (or any of them) for the purposes of, or pursuant to, an employee share scheme; or (c) cancelling the shares (or any of them). The Company purchased 24,578,253 of its 5 pence ordinary shares (representing c. 4.43% of the Group’s issued share capital) via the share buyback scheme during the year (2024: nil) at a cost of £39,999,998.92, with an average price of 162.7455p. Of the shares bought back, 23,026,118 were cancelled (representing c. 4.15% of the Group’s issued share capital). The 1,552,135 shares that were not cancelled, were held in treasury and made available to meet the Company’s share-based incentive plans during the year. As at 31 December 2025, 88,609 shares were held in treasury (2024: nil). Further details are available on page 7. A special resolution will be proposed at the forthcoming AGM to renew the Company’s authority to purchase its own shares in the market up to a limit of 10% of its issued ordinary share capital. The maximum and minimum prices will be stated in the resolution at the date of the AGM. The Directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. The Directors may consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This will give the Company the ability to reissue treasury shares quickly and cost-effectively, and will provide the Company with additional flexibility in the management of its capital base. The Directors will only exercise this authority if they are satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally. Appropriation of distributable reserves Following the year end, the Board became aware that the following interim dividend and share buybacks had been made otherwise than in accordance with the Companies Act 2006 (the “ Act ”) because interim accounts, prepared to support the interim dividend and share buybacks, had not been filed at Companies House prior to the payment of the dividend and the purchase of the shares (as applicable): (a) the interim dividend in respect of the six months ended 30 June 2025 of 1.3 cents per share (the total amount of the dividend being £5,643,963) which was paid to shareholders on 26 September 2025 (the “ Interim Dividend ”); and (b) certain purchases of the Company’s ordinary shares as part of its share buyback programme during the period commencing on 11 July 2025 and ending on 12 December 2025 (inclusive) (the “ Affected Buybacks ”), (the Interim Dividend and the Affected Buybacks together, the “ Relevant Distributions ”). The Company had, at all times, sufficient distributable profits to fund the Relevant Distributions. At the AGM to be held on 29 April 2026, a special resolution (resolution 20) will be proposed which will, if passed, address the situation and put all parties back in the position they were intended to be had the full technical requirements of the Act been complied with at the time the Relevant Distributions were made, including by authorising the appropriation of the distributable profits of the Company at 31 December 2025 to the payment of the Relevant Distributions, together having a total value of £34,255,341. ![]() 146 Elementis plc Annual Report and Accounts 2025 #### Directors’ report continued Subject to approval of the resolution at the AGM, the Company shall also remove any right it may have to claim from shareholders or directors who were present at the meeting at which the Interim Dividend was declared for the repayment of the Interim Dividend, and from directors at the time of the Affected Buybacks, by entering into deeds of release in relation to any such claims. The release of such directors will constitute a related party transaction under IAS 24 and under the UK Listing Rules. The Company is putting in place new procedures relating to all distributions which will ensure that relevant legal requirements are complied with in the future. Substantial shareholders In accordance with the Disclosure Guidance and Transparency Rules (“DTR”), as at 31 December 2025, the following interests in voting rights over the issued share capital of the Company had been notified. Information provided to the Company pursuant to the DTR is published on a regulatory information service and on the Company’s website. Ordinary shares % of issued share capital Franklin Templeton 58,514,881 10.28 Fidelity International 46,560,206 8.18 BlackRock 42,141,291 7.40 Columbia Threadneedle 33,337,037 5.86 Vanguard Group 30,639,907 5.38 Soros Fund Management 21,921,916 3.85 Artisan Partners 21,302,695 3.74 Dimensional Fund Advisors 18,032,369 3.17 Sterling Strategic Value Fund 17,254,370 3.03 Between 31 December 2025 and 28 February 2026 (being the latest available register date), the Company has been notified of the following changes: Franklin Templeton decreased their shareholding to 58,466,078 or 10.27% Fidelity International increased their shareholding to 47,463,732 or 8.34% BlackRock decreased their shareholding to 41,919,556 or 7.36% Columbia Threadneedle decreased their shareholding 27,666,254 or 4.86% Vanguard Group decreased their shareholding to 30,450,256 or 5.35% Artisan Partners increased their shareholding to 22,687,447 or 3.99% Employees Employment policies and equal opportunities Group policies seek to create a workplace that has an open atmosphere of trust, honesty and respect. Harassment or discrimination of any kind based on race, colour, religion, gender, age, national origin, citizenship, mental or physical disabilities, sexual orientation, veteran status, or any other similarly protected status is not tolerated. This principle applies to all aspects of employment, including recruitment and selection, training, development, promotion and retirement. Employees are free to join a trade union and participate in collective bargaining arrangements. It is also a Group policy to reasonably accommodate applicants and employees who have a disability, where practicable, and to provide training, career development and promotion, as appropriate. It is Group policy not to discriminate on the basis of any unlawful criteria and its practices include prohibition on the use of child or forced labour. Elementis plc supports the wider fundamental human rights of its employees worldwide, as well as those of our customers and suppliers, and further details are set out in the People and Responsible business sections on pages 75-87. Employee communications and involvement The Company is committed to employee involvement throughout the business. Employees are kept informed of the financial performance, and strategy (including the economic factors relating to it) of the Group via email. Videoconference calls are held by the CEO to employees worldwide and these serve as an informal forum for employees to ask topical questions about the Group. Further information can be found on pages 102 and 104-105. Engagement with other stakeholders Details of engagement with other stakeholders and information on how the Directors have had regard to their interests in the context of principal decisions taken by the Board during the year are set out on pages 100-103. R&D activities Our innovation expertise and capability is focused on delivering products that address our customers’ needs. For further information on our approach to innovation, please refer to pages 15-21. During the year ended 31 December 2025, costs relating to R&D activities were $7.3m (2024: $8.7m). Additional information Going concern and viability statement The Directors consider that the Group and the Company have adequate resources to remain in operation for the foreseeable future and have therefore continued to adopt the going concern basis in preparing the financial statements. The UK Corporate Governance Code requires the Directors to assess and report on the prospects of the Group over a longer period. The full viability statement and associated explanations are set out on page 56. ![]() 147 Elementis plc Annual Report and Accounts 2025 Corporate Governance Financial Statements Shareholder Information Strategic Report Audit information Each Director of the Company on 4 March 2026, the date this Directors’ report was approved, confirms that so far as they are aware, there is no relevant audit information of which the Company’s auditors, Deloitte LLP, are unaware and that they have taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. Auditors Following an audit tender during 2025, the Audit Committee has recommended a resolution to appoint Ernst & Young LLP as the new auditors from 2026, and to authorise the Audit Committee to fix their remuneration at the forthcoming AGM. The remuneration of the auditors for the year ended 31 December 2025 is fully disclosed in Note 7 to the financial statements on page 175. Annual General Meeting The 2026 AGM will be held at 10.00am on Wednesday 29 April 2026 at the offices of A&O Shearman LLP, One Bishops Square, London E1 6AD. Details of the resolutions to be proposed at the AGM are set out in the Notice of AGM, which has been sent to shareholders and is available on the Elementis corporate website: www.elementis.com Significant agreements – change of control There are a number of significant agreements which the Company is party to that take effect, alter or terminate in the event of change of control of the Company. The Company is a guarantor under the Group’s $50m and $110m long-term loans and $250m revolving credit facility (“RCF”) and, in the event of a change of control, any lender among the facility syndicate, of which there are nine with commitments ranging from $2m to $88m, may withdraw from the facility and that lender’s participation in any loans drawn down are required to be repaid. The rules of the Company’s various share incentive schemes set out the consequences of a change of control of the Company on the rights of the participants under those schemes. Under the rules of the respective schemes, participants would generally be able to exercise their options on a change of control, provided that the relevant performance conditions have been satisfied and, where relevant, options are not exchanged for new options granted by an acquiring company. In the event of a takeover or other change of control (usually excluding an internal reorganisation), outstanding awards under the Group’s incentive plans vest and become exercisable (including DSBP cash awards and LTIP awards), to the extent any performance conditions (if applicable) have been met, and subject to time pro-rating (if applicable) unless determined otherwise by the Board in its discretion, in accordance with the rules of the plans. In certain circumstances, the Board may decide (with the agreement of the acquiring company) that awards will instead be cancelled in exchange for equivalent awards over shares in the acquiring company. Political donations The Group made no political donations during the year (2024: $nil). Greenhouse gas emissions Information on the Group’s greenhouse gas (“GHG”) emissions, energy consumption and energy efficiency for the year ended 31 December 2025 can be found on pages 62-74 including our climate-related financial disclosures. Risk and internal control Details of the Group’s policy on addressing the principal risks and uncertainties facing the Group are set out on pages 40-49. Information about the Group’s financial risk management and exposure to financial market risks is set out in Note 23 to the financial statements on pages 190-192. Details of our internal control framework can be found on page 43 and in the Audit Committee Report on pages 111-116. Branches As a global Group, Elementis’ interests and activities are held or operated through subsidiaries, branches, joint arrangements or associates which are established in, and subject to the laws and regulations of, many different jurisdictions. Events after the balance sheet date On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical manufacturing business to Associated British Foods for an enterprise value of c. €34m (equivalent to c. $40m). Completion of the transaction is subject to customary closing conditions and regulatory approvals and is expected to occur in Q2 2026. There were no further significant events after the balance sheet date. Approved by the Board Hannah Constantine Group General Counsel & Company Secretary On behalf of the Board 4 March 2026 ![]() 148 Elementis plc Annual Report and Accounts 2025 #### Directors’ responsibilities Statement of Directors’ responsibilities in respect of the annual report and financial statements Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (IFRSs) as adopted by the UK. The financial statements also comply with the IFRSs as issued by the International Accounting Standards Board (IASB). The Directors have also chosen to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 101 Reduced Disclosure Framework – Disclosure exemptions from EU-adopted IFRS for qualifying entities (FRS 101). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss for that period. In preparing the parent company financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is appropriate to presume that the Company will not continue in business. In preparing the Group financial statements, International Accounting Standard 1 requires that the Directors: properly select and apply accounting policies; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and make an assessment of the Company’s ability to continue as a going concern. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors’ report, Directors’ Remuneration report and Corporate Governance statement which comply with that law and regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ responsibility statement Each of the Directors, who are appointed at the date of approval of this report, confirm that, to the best of their knowledge: the financial statements, which have been prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. This responsibility statement was approved by the Board of Directors on 4 March 2026 and is signed on its behalf by: Luc van Ravenstein CEO Kath Kearney-Croft CFO ![]() 150 Independent Auditor’s report 158 Consolidated income statement 158 Consolidated statement of comprehensive income 159 Consolidated balance sheet 160 Consolidated statement of changes in equity 161 Consolidated cash flow statement 162 Notes to the consolidated financial statements 202 Company balance sheet 203 Company statement of changes in equity 204 Notes to the company financial statements of Elementis plc 208 Alternative performance measures and unaudited information 210 Five-year record In this section ## Elevate ## Financial statements 149 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() #### Independent Auditor’s report to the members of Elementis plc #### Report on the audit of the financial statements 1. Opinion In our opinion: the financial statements of Elementis plc (the ‘parent company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended; the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB); the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements which comprise: the consolidated income statement; the consolidated statement of comprehensive income; the consolidated and parent company balance sheets; the consolidated and parent company statements of changes in equity; the consolidated cash flow statement; the consolidated financial statement related notes 1 to 33; and the parent company financial statement related notes 1 to 12. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law, United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). 2. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the group for the year are disclosed on page 113. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 150 Elementis plc Annual Report and Accounts 2025 ![]() 3. Summary of our audit approach Key audit matters The key audit matters that we identified in the current year were: Classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’ related costs; and Revenue recognition. Within this report, key audit matters are identified as follows: ! Newly identified Similar level of risk Materiality The materiality that we used for the group financial statements was $4.6 million (2024: $4.0 million) which was determined on the basis of adjusted profit before tax (without amortisation of purchased intangibles arising on acquisition) (“adjusted PBT”). Scoping The four main components which were subject to audit procedures collectively contribute 79% of the group’s revenue and 84% of the group’s profit before tax and 85% of the group’s net assets. Significant changes in our approach In the previous year we identified a key audit matter relating to the valuation of the Talc Cash Generating Unit (“CGU”) following the announcement of a strategic review of the Talc business and recognition of impairment in the year. As the disposal of the Talc business completed in May 2025, the valuation of the Talc Cash Generating Unit is no longer a key audit matter. We have identified a new key audit matter in the current year in relation to the classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’. There has been an increase in the size of these costs in the year and there is judgement in determining the correct classification. The classification of these costs is a key determinant of the Group’s adjusted profit measures, which are key metrics for measuring performance of the Group. 4. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included: evaluating the group’s financing facilities including the nature of facilities, repayment terms and covenants. Further information is set out on page 56 of the annual report; recalculating and assessing the amount of forecast headroom on the loan covenants to testing dates; evaluating the reverse stress test prepared by management and performing a sensitivity analysis to consider specific scenarios, including a reduction in revenue and associated profits; challenging management on the assumptions used in the cash flow model used to prepare the going concern forecast. This includes testing of clerical accuracy of the model, assessment of the historical accuracy of forecasts prepared by management and reviewing the balance sheet for items which could potentially result in a cash outflow; evaluating management’s going concern disclosures in the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 5. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 151 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() #### Independent Auditor’s report to the members of Elementis plc continued 5.1. Classification of costs within Adjusting Items designated as ‘Profit or Loss from Discontinued Operations’ or ‘Transformation’ ! Key audit matter description On the 27 May 2025, the Elementis Group announced the sale of its Talc business to IMI Fabi S.p.A. Net assets to the value of $163.0 million were disposed of and gross cash proceeds net of cash sold were $52.5 million. This results in a loss on disposal of $110.5 million. Furthermore, ‘Transformation’ costs have increased in the year due to a number of one-off transactions as included in note 5 to the financial statements. The group have recorded total ‘transformation’ related costs within adjusting items of $13.2m (2024: $8.7m). There is judgement in determining the correct classification of costs and we have also identified there is a risk of management bias. The classification of these costs is a key determinant of the Group’s adjusted profit measures which are key metrics for measuring performance of the Group. Given the increase in size of these costs in the year and the judgement described above we have determined that the classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’ is a key audit matter. See Note 33 to the financial statements for further details on discontinued operations and Note 5 to the financial statements for further details of adjusting items. Please see Note 1 for the alternative performance measures accounting policy and the Audit Committee report from page 111 for further details. How the scope of our audit responded to the key audit matter Our procedures included: Obtained an understanding of relevant controls over the identification, classification, and recording of transformation related costs and disposal costs; Evaluated the judgements made by management in classifying costs as either disposal costs or transformation costs. The evaluation considered specific facts, circumstances, and supporting documentation for each cost incurred, to evaluate the appropriateness and consistent application of management’s classification decisions. Assessed whether management’s ‘transformation’ related costs and disposal costs within adjusting items are appropriately aligned with the FRC’s guidance provided in the Thematic Review of Alternative Performance Measures (APMS), and IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’. Key observations Based on our procedures performed we concluded the classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’ was materially appropriate. 5.2. Revenue Recognition Key audit matter description The Group recognised revenue from continuing operations of $597.5m (2024: $603.8m). Given the disaggregated nature of the group, the range of products, customers and markets spanning across numerous countries and sectors, understanding the revenue recognition process and the control environment underpinned our central risk assessment and the basis for our planned audit procedures. Due to the large number of revenue transactions recognised across multiple businesses, this is an area which requires a significant allocation of resources and effort in the audit. At the year end, manual adjustments are made by the Group for goods which have been despatched but where, under the terms of sale, the control of the goods has yet to pass to the customer; this is done because the group’s systems record revenue on despatch. The accounting policy is described in Note 1 where this is also included as a critical accounting judgement. See Note 2 to the financial statements for further details for revenue recognised and within the Audit Committee report on page 115. How the scope of our audit responded to the key audit matter Our procedures included: obtained an understanding of the relevant controls over significant revenue streams; with the support of our analytics specialists, implemented a bespoke analytical model tailored to the Group’s revenue streams to automatically match key revenue data points across sales orders, invoices, and the accounts receivable ledger, which was then agreed to the corresponding cash receipts , to identify outliers in the revenue population for further investigation; tested the integrity of the data utilised in the analytics, as well as the transactions recorded, through agreeing a sample to supporting documentation; and tested manual adjustments to revenue, including using analytics to test the revenue cut off adjustment. Key observations Based on our audit procedures performed, we concluded that revenue has been appropriately recognised in the year. 152 Elementis plc Annual Report and Accounts 2025 ![]() 6. Our application of materiality 6.1. Materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group financial statements Parent company financial statements Materiality $4.6 million (2024: $4.0 million) $2.3 million (2024: $2.0 million) Basis for determining materiality The materiality that we used for the group financial statements was $4.6 million (2024: $4.0 million) which equates to 4.6% (2024: 4.3%) of adjusted profit before tax from continuing operations without adjustment for amortisation of purchased intangibles arising on acquisition. The benchmark of $99.3m results from $107.5m of adjusted profit before tax less $8.2m of amortisation of purchased intangibles arising on acquisition. Refer to Note 5 for further details. A factor of 3% of net assets (2024: 3%) was used capped at 50% (2024: 50%) of group materiality. Rationale for the benchmark applied We have considered the users of the financial statements when selecting the appropriate benchmarks. Earnings based metrics are of interest to the analyst and investor-based communities. We have used net assets in determining materiality as it reflects the nature of the parent company as a holding company. Materiality Group Materiality $4.6m Adjusted PBT from continuing operations without adjustment for amortisation of purchased intangibles arising on acquisition $99.3m Audit Committee reporting threshold $0.2m Component performance materiality range $1.6m to $2.1m 6.2. Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Group financial statements Parent company financial statements Performance materiality 70% (2024: 70%) of group materiality 70% (2024: 70%) of parent company materiality Basis and rationale for determining performance materiality In determining performance materiality, we considered our past experience of the group and our risk assessment, including our assessment of the group’s overall control environment and expectation of reoccurring misstatements. 6.3. Error reporting threshold We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $230,000 (2024: $200,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. 153 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() 7. An overview of the scope of our audit 7.1. Identification and scoping of components For 2025 our scoping of our group audit focuses on a risk-based approach by developing an appropriate audit plan for each significant account. We performed testing on these significant account balances which have been determined at a group level. The majority of significant account balances fall within scope of four (FY24: four) main components: the Specialty products operations in the US; the Specialty products operations in the UK; the Specialty products operations in India; and the Group functional activities in Portugal. All of these locations were subject to audit procedures either as audits of entire financial information or audit procedures on one or more classes of transactions, account balances or disclosures. Audit procedures on one or more account balances were performed at the Group functional activities location in Portugal which has been brought into scope in the current year given this component was fully operational for the entirety of FY25. The Talc operation in Netherlands and Finland was removed as a component in scope following the disposal of the Talc business in May 2025, however the disposal itself was audited at the group level. Our audit work on the four components was executed at levels of performance materiality applicable to each individual entity which were lower than Group performance materiality and ranged from $1.6 million to $2.1 million (2024: $1.4 million to $1.8 million). The four main components subject to audit procedures outlined above represent the principal business units within the Group’s operating divisions and account for 79% (2024: 84%) of the Group’s revenue and 84% (2024: 93%) of the Group’s profit before tax and 85% of the Group’s Net Assets (2024: 89%) At the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement in the aggregated financial information of the remaining components not subject to audit or audit of significant account balances. The parent company is located in the UK and is audited directly by the group audit team. Revenue Audited Procedures Performed Review at group level 79% 21% Profit before tax Audited Procedures Performed Review at group level 84% 16% Net assets Audited Procedures Performed Review at group level 85% 15% 7.2. Our consideration of the control environment Our controls approach was principally designed to inform our risk assessment, to allow us to obtain an understanding of relevant controls in order to address the risks of material misstatement. This included controls relating to revenue recognition, classification of adjusting items, goodwill and intangible impairment, taxation, inventory, cash and head office controls relating to central balances and processes such as post-employment benefit obligations, consolidation and financial reporting, and the Group’s planning and budgeting process. We also included relevant entity level controls. The group operates a range of IT systems which underpin the financial reporting process. We obtained an understanding of the general IT controls associated with those financially relevant systems. We did not plan to place reliance on controls for the purpose of our audit. Any findings or observations identified through understanding the controls have been reported to the Audit Committee, together with recommendations for improvement. Where control deficiencies were identified during the course of the audit, we reconsidered our risk assessment and the nature, timing and extent of our audit procedures. 7.3. Our consideration of climate-related risks Climate change and the transition to a low carbon economy (“climate change”) were considered in our audit where they have the potential to directly or indirectly impact key judgements and estimates within the financial statements. The group continues to develop its assessment of the potential impacts of climate change, as explained in the Chief Executive Officer’s review within the strategic report on page 12. Management has disclosed their climate risk considerations in note 1, primarily in relation to the key judgements and estimates in the assessment of the carrying value of non-current assets and environmental provisions. #### Independent Auditor’s report to the members of Elementis plc continued 154 Elementis plc Annual Report and Accounts 2025 ![]() Management has concluded there to be no material impact arising from climate change on the judgements and estimates made in the financial statements as noted in note 1. The key judgements and estimates included in the financial statements incorporate actions and strategies, to the extent they have been approved and can be reliably estimated in accordance with the Group’s accounting policies. With the involvement of our sustainability specialists, we assessed this disclosure by performing inquiries with management and independent industry research, and we did not identify any climate related material risks of misstatement. We also considered whether information included in the climate related disclosures in the Annual Report were materially consistent with our understanding of the business and the financial statements. 7.4. Working with other auditors The group audit, and component audits in the US, UK, and Portugal were conducted by the UK group audit team. A component audit team based in India performed testing on one or more account balances in the Speciality products operations component in India, under the direction and supervision of the group audit team. The planned programme which we designed as part of our involvement in the component auditor’s work was delivered over the course of the group audit. The extent of our involvement which commenced from the planning phase included: Setting the scope of the component auditor’s work and assessment of the component auditor’s independence. Communicating the audit procedures including all higher and significant risks areas to be addressed by the component auditor and issuing group audit instructions detailing the nature and form of the reporting required by the group audit team. Holding frequent calls and meetings (including in person meetings) with the component audit team led by the group engagement partner. Providing direction on enquiries made by the component auditor through online and telephone conversations. Reviewing of the component auditor’s engagement file by a senior member of the group audit team. Attending local component audit planning and close meetings both virtually and in-person. 8. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 9. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. 10. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 155 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() 11.1. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; the group’s own assessment of the risks that irregularities may occur either as a result of fraud or error, that was approved by the Board on 3rd December 2025; results of our enquiries of management, internal audit, the directors and the audit committee about their own identification and assessment of the risks of irregularities, including those that are specific to the group’s sector; any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to: – identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; – detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and – the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; the matters discussed among the audit engagement team, including component audit teams, and relevant internal specialists, including tax, valuations, actuarial, financial instruments, IT and sustainability specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: Classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, UK Listing Rules, pensions legislation and tax legislation in the sector it operates in. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty which included environmental legislation. 11.2. Audit response to risks identified As a result of performing the above, we identified the classification of costs within adjusting items designated as ‘profit or loss from discontinued operations’ or ‘transformation’ as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identified included the following: reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; enquiring of management, the audit committee and in-house legal counsel concerning actual and potential litigation and claims; performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with the tax regulators; and in response to the identified instance of non-compliance with the Companies Act 2006, in relation to distributable reserves see page 145, we assessed the director’s response to ascertain whether any further steps should be taken, including reviewing relevant legal advice received by the Group; and in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. #### Report on other legal and regulatory requirements 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report. #### Independent Auditor’s report to the members of Elementis plc continued 156 Elementis plc Annual Report and Accounts 2025 ![]() 13. Corporate Governance Statement The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 56; the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on page 56; the directors’ statement on fair, balanced and understandable set out on page 148; the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 40; the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 40; and the section describing the work of the audit committee set out on page 111. 14. Matters on which we are required to report by exception 14.1. Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: we have not received all the information and explanations we require for our audit; or adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 14.2. Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 15. Other matters which we are required to address 15.1. Auditor tenure Following the recommendation of the Audit Committee, we were appointed by the Board on 27 April 2016 to audit the financial statements for the year ending 31 December 2016 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is ten years, covering the years ending 31 December 2016 to 31 December 2025. 15.2. Consistency of the audit report with the additional report to the audit committee Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISAs (UK). 16. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R. Lee Welham (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Cambridge, United Kingdom 4th March 2026 157 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() Elementis plc Annual Report and Accounts 2025 158 Note 2025 $m 2024 1 $m Revenue 2 597.5 603.8 Cost of sales (317.4) (314.2) Gross profit 280.1 289.6 Distribution costs (91.6) (98.5) Administrative expenses (79.5) (95.1) Operating profit 2 109.0 96.0 Comprising of: Adjusted operating profit 5 126.7 119.2 Adjusting items 5 (17.7) (23.2) Other expenses 2 25 (2.6) (2.0) Finance income 3 3.0 2.9 Finance costs 4 (19.5) (22.6) Profit before income tax 89.9 74.3 Tax 6 (27.6) (25.5) Profit from continuing operations 7 62.3 48.8 Loss from discontinued operations 33 (107.8) (96.6) Loss for the year attributable to equity holders of the parent (45.5) (47.8) Earnings per share From continuing operations Basic earnings (cents) 9 10.7 8.3 Diluted earnings (cents) 9 10.5 8.1 Adjusted basic earnings (cents) 9 14.0 12.2 Adjusted diluted earnings (cents) 9 13.7 12.0 From continuing and discontinued operations Basic loss (cents) 9 (7.8) (8.1) Diluted loss (cents) 9 (7.8) (8.1) 1 2024 has been re-presented following the sale of the Talc business. See Note 33 for further details. 2 Other expenses comprise administration expenses for the Group’s pension schemes. Note 2025 $m 2024 1 $m Loss for the year (45.5) (47.8) Other comprehensive income: Items that will not be reclassified subsequently to profit and loss: Remeasurement of retirement benefit obligations 25 (3.1) (14.3) Deferred tax associated with retirement benefit obligations 0.8 3.5 Items relating to discontinued operations, net of tax 33 – – Items that may be reclassified subsequently to profit and loss: Exchange differences on translation of foreign operations 22 11.4 (23.9) Effective portion of change in fair value of net investment hedge 22 0.9 6.5 Effective portion of changes in fair value of cash flow hedges 22 0.5 1.4 Fair value of cash flow hedges transferred to income statement 22 0.6 1.8 Tax associated with changes in cash flow hedges 0.3 (0.4) Exchange differences on translation of share options reserves 0.7 0.1 Items relating to discontinued operations, net of tax 33 (7.0) (5.3) Other comprehensive income/(loss) 5.1 (30.6) Total comprehensive loss for the year attributable to equity holders of the parent (40.4) (78.4) 1 2024 has been re-presented following the sale of the Talc business. See Note 33 for further details. #### Consolidated income statement For the year ended 31 December 2025 #### Consolidated statement of comprehensive income For the year ended 31 December 2025 ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 159 Note 2025 31 December $m 2024 31 December $m Non-current assets Goodwill and other intangible assets 10 603.9 585.9 Property, plant and equipment 11 169.0 338.0 Derivative financial assets 21 – 1.8 Deferred tax assets 16 0.6 7.4 Net retirement benefit surplus 25 26.5 27.6 Total non-current assets 800.0 960.7 Current assets Inventories 12 142.9 152.5 Trade and other receivables 13 81.6 93.3 Derivative financial assets 21 0.4 3.6 EU State aid tax recoverable 23.7 21.0 Current tax assets 9.3 11.2 Cash and cash equivalents 20 54.6 59.9 Total current assets 312.5 341.5 Assets classified as held for sale 2.1 6.2 Total assets 1,114.6 1,308.4 Note 2025 31 December $m 2024 31 December $m Current liabilities Short-term borrowings 19 (50.0) – Trade and other payables 14 (92.0) (108.4) Derivative financial liabilities 21 – (1.5) Current tax liabilities (16.0) (9.8) Lease liabilities 24 (4.5) (5.9) Provisions 15 (1.7) (6.3) Total current liabilities (164.2) (131.9) Non-current liabilities Loans and borrowings 19 (186.2) (219.2) Retirement benefit obligations 25 (8.6) (8.6) Deferred tax liabilities 16 (92.3) (98.1) Lease liabilities 24 (15.9) (28.8) Provisions 15 (3.4) (42.1) Derivative financial liabilities 21 (0.1) – Total non-current liabilities (306.5) (396.8) Liabilities classified as held for sale – (22.7) Total liabilities (470.7) (551.4) Net assets 643.9 757.0 Equity Share capital 17 51.3 52.7 Share premium 239.7 239.7 Other reserves 18 60.5 51.5 Retained earnings 292.4 413.1 Total equity attributable to holders of the parent 643.9 757.0 Total equity 643.9 757.0 The financial statements on pages 158-201 were approved by the Board on 4 March 2026 and signed on its behalf by: Luc van Ravenstein Kath Kearney-Croft CEO CFO #### Consolidated balance sheet As at 31 December 2025 ![]() Elementis plc Annual Report and Accounts 2025 160 Note 2025 2024 Share capital $m Share premium $m Other reserves $m Retained earnings $m Total equity $m Share capital $m Share premium $m Other reserves $m Retained earnings $m Total equity $m Balance at 1 January 52.7 239.7 51.5 413.1 757.0 52.5 239.2 70.1 485.5 847.3 Comprehensive income: Loss for the year – – – (45.5) (45.5) – – – (47.8) (47.8) Other comprehensive income: Exchange differences 22 – – 13.0 – 13.0 – – (17.3) – (17.3) Effective portion of changes in fair value of cash flow hedges 22 – – 0.6 – 0.6 – – 2.3 – 2.3 Fair value of cash flow hedges transferred to the income statement 22 – – (4.5) – (4.5) – – (4.4) – (4.4) Tax associated with changes in cash flow hedges – – – 0.3 0.3 – – – (0.4) (0.4) Remeasurements of retirement benefit obligations 25 – – – (3.1) (3.1) – – – (14.3) (14.3) Deferred tax associated with retirement benefit obligations – – – 0.8 0.8 – – – 3.5 3.5 Recycling of deferred foreign exchange gains on disposal 22 – – (2.0) – (2.0) – – – – – Transfer – – (6.4) 6.4 – – – (5.3) 5.3 – Total other comprehensive income/(loss) – – 0.7 4.4 5.1 – – (24.7) (5.9) (30.6) Total comprehensive income/(loss) – – 0.7 (41.1) (40.4) – – (24.7) (53.7) (78.4) Transactions with owners: Issue of shares by the Company 0.1 – – 0.3 0.4 0.2 0.5 – – 0.7 Purchase of shares by the Company and Employee Share Options Trust (“ESOT”) (1.5) – 1.5 (54.1) (54.1) – – – – – Dividends paid – – – (25.3) (25.3) – – – (18.8) (18.8) Deferred tax on share-based payments recognised within equity – – – (0.5) (0.5) – – – 0.1 0.1 Share-based payments 26 – – 7.0 – 7.0 – – 5.7 – 5.7 Fair value of cash flow hedges transferred to net assets 22 – – (0.2) – (0.2) – – 0.4 – 0.4 Total transactions with owners (1.4) – 8.3 (79.6) (72.7) 0.2 0.5 6.1 (18.7) (11.9) Balance at 31 December 51.3 239.7 60.5 292.4 643.9 52.7 239.7 51.5 413.1 757.0 #### Consolidated statement of changes in equity For the year ended 31 December 2025 ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 161 Note 2025 $m 2024 1 $m Operating activities: Profit from continuing operations 62.3 48.8 Adjustments for: Other expenses 2.6 1.9 Gain on disposal of Eaglescliffe site (6.9) – Finance income (3.0) (2.9) Finance costs 19.5 22.6 Tax charge/(credit) 27.6 25.7 Depreciation and amortisation 30.7 31.3 Loss on disposal of property, plant and equipment 0.8 1.0 Decrease in provisions and financial liabilities (11.3) (16.3) Pension payments net of current service cost 25 (2.3) (0.6) Share-based payments expense 26 6.9 6.1 Operating cash flow before movement in working capital 126.9 117.6 (Increase)/decrease in inventories (7.7) 5.1 (Increase)/decrease in trade and other receivables (7.6) 8.2 Decrease in trade and other payables (4.7) (14.8) Cash generated by operations 106.9 116.1 Income taxes paid (22.1) (26.5) Interest paid (17.3) (16.9) Net cash flow used in operating activities from discontinued operations 33 6.7 27.3 Net cash flow from operating activities 74.2 100.0 Note 2025 $m 2024 1 $m Investing activities: Interest received 1.0 0.2 Purchase of property plant and equipment 11 (22.3) (16.5) Purchase of intangible assets 10 (0.6) (0.4) Disposal of business 33 41.4 – Acquisition of business 32 (20.1) – Net cash flow used in investing activities from discontinued operations 33 (6.7) (20.8) Net cash flow used in investing activities (7.3) (37.5) Financing activities: Issue of shares by the Company 0.3 0.5 Repurchases of shares by the Company and ESOT (54.1) – Repayment of term loans 19 (244.0) (25.0) Proceeds from new term loans 19 166.5 – Net movement on other loans and borrowings 28 79.7 (9.8) Dividends paid (25.3) (18.8) Payment of interest on lease liabilities 24 (0.9) (1.1) Payment of gross lease liabilities 24 (3.8) (3.7) Net cash flow used in financing activities from discontinued operations 33 (0.9) (1.9) Net cash flow used in financing activities (82.5) (59.8) Net increase in cash and cash equivalents (15.6) 2.7 Cash and cash equivalents at 1 January 59.9 65.8 Foreign exchange on cash and cash equivalents 4.4 (2.7) Cash and cash equivalents classified as held for sale 33 5.9 (5.9) Cash and cash equivalents at 31 December 20 54.6 59.9 1 2024 has been re-presented following the sale of the Talc business. See Note 33 for further details. #### Consolidated cash flow statement For the year ended 31 December 2025 ![]() Elementis plc Annual Report and Accounts 2025 162 1. Accounting policies Elementis plc is a public company limited by shares incorporated and domiciled in England and is the parent company of the Group. The address of its registered office is The Bindery, 5th Floor, 51-53 Hatton Garden, London, EC1N 8HN. The Group financial statements have been prepared and approved by the Directors in accordance with UK adopted international accounting standards. The Company has elected to prepare its parent company financial statements in accordance with FRS 101. These are presented on pages 202-207. Basis of preparation The financial statements have been prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards (“IFRS”) as adopted by the UK. These financial statements also comply with IFRS as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared on the historical cost basis, except that derivative financial instruments are stated at their fair value. The preparation of financial statements requires the application of estimates and judgements that affect the reported amounts of assets and liabilities, revenues and costs, and related disclosures at the balance sheet date. The financial statements have been prepared on a going concern basis. The rationale for adopting this basis is discussed in the Directors’ report on page 146. The comparative financial statements have been re-presented following the sale of the Talc business and classification as a discontinued operation. See Note 33 for further details. Reporting currency As a consequence of the majority of the Group’s sales and earnings originating in US dollars or US dollar-linked currencies, the Group has chosen the US dollar as its presentational currency. This aligns the Group’s external reporting with the profile of the Group, as well as with internal management reporting. The functional currency of the parent is pounds sterling. Critical accounting judgements and key sources of estimation uncertainty When applying the Group’s accounting policies, management must make a number of key judgements on the application of applicable accounting standards and estimates and assumptions concerning the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and judgements are based on factors considered to be relevant, including historical experience, which may differ significantly from the actual outcome. The key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the amounts recognised in the financial statements within the next year are discussed below. The development of the estimates and disclosures related to each of these matters has been discussed by the Audit Committee. Critical accounting judgements The following is the sole critical judgement, as opposed to those involving estimations, which are dealt with separately below, that the Directors have made in the process of applying the Group’s accounting policies that has significant effect on the amounts for the year ended 31 December 2025 recognised in the financial statements. Where relevant and practicable, sensitivity analyses are disclosed in the relevant notes to demonstrate the impact of changes in estimates or assumptions used. Revenue recognition Judgement is exercised over how to determine the timing of revenue recognition for orders where the agreed terms are delivery to the destination point. The Group has compiled shipping days based on the destination country which are used to inform the timing of revenue recognition. In compiling these shipping days, management have used past experience and carrier standard shipping days to inform their decision-making. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year, are discussed below. Environmental provisions Provisions for environmental restoration are recognised where: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be estimated reliably. Environmental provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Due to the long time horizons over which costs are anticipated, small changes in recurring annual cash outflows can have a significant cumulative impact on the total provision required. At 31 December 2025, the carrying value of environmental provisions was $4.5m. Further details of these provisions and a sensitivity assessment are given in Note 15. Other sources of estimation uncertainty Valuation of a defined benefit pension obligation The key estimates made in relation to defined benefit pensions relate to the discount rate used to determine the present value of future benefit, the rate of inflation applied to plan assets, mortality rates and rates of salary growth. At 31 December 2025 the UK scheme, the largest of the Group’s retirement plans, had a surplus of $19.5m, the US pension scheme had a surplus of $5.4m, while the US post-retirement medical benefit (“PRMB”) scheme and other schemes were in a net deficit position of $3.3m in aggregate. Further details of pensions and a sensitivity analysis, which has a material impact on the defined benefit obligations, are given in Note 25. #### Notes to the consolidated financial statements For the year ended 31 December 2025 ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 163 1. Accounting policies continued Climate-related risks The financial statements have been prepared with consideration of risks resulting from climate change, our science based target for greenhouse gas emissions reductions from our science based target initiative (“SBTi”), and in accordance with our Task Force for Climate-related Financial Disclosures (“TCFD”) disclosures. In conjunction with our SBTi and TCFD, a review has been performed in the following areas that are deemed most at risk of being impacted by climate change: A. Three-year forecasting model To support the carrying value of assets, impairment of goodwill testing, going concern, and the viability statement, management prepare a three-year forecasting model. The three-year forecasting model includes actions already taken by management to work towards achieving the Group’s Net Zero ambition. Specifically, for the impairment of goodwill and the carrying value of the Cash Generating Units (“CGUs”), management considered the risks associated with: carbon pricing; customer, consumer and investor demands; raw material supply/prices; access to renewable electricity; energy prices; water scarcity; and extreme weather events. Based on that consideration, management have not made any adjustments to the three-year forecasting model. B. Useful economic lives of property, plant and equipment, right-of-use assets and intangible assets Management have reviewed the useful economic life of the Group’s non-current assets with respect to the physical risk resulting from extreme weather events and our Net Zero ambition and have concluded that the current economic useful lives are in line with all current and foreseeable plans. C. Environmental provisions Management have considered the Group’s legal, regulatory and social obligations in determining the estimate of costs associated with the closure and remediation of our sites. After detailed consideration of the aforementioned climate risks, management are comfortable that no adjustments are required to the carrying value of non-current assets and liabilities for the year ended 31 December 2025. Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on which that control ceases. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets. Acquisition costs are accounted for as an expense in the period incurred. Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. A full list of the Group’s subsidiaries is shown in Note 6 of the parent company financial statements. Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year. Foreign currency A. Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at exchange rates ruling at the dates the fair value was determined. B. Financial statements of foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated at exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at the average rates of exchange ruling for the relevant period. Exchange differences arising since 1 January 2004 on translation are taken to the translation reserve. They are recognised in the income statement upon disposal of the foreign operation. The Group may hedge a portion of the translation of its overseas net assets through US dollar and euro borrowings. From 1 January 2005, the Group has elected to apply net investment hedge accounting for these transactions where possible. Where hedging is applied, the effective portion of the gain or loss on an instrument used to hedge a net investment is recognised in equity. Any ineffective portion of the hedge is recognised in the income statement. ![]() Elementis plc Annual Report and Accounts 2025 164 #### Notes to the consolidated financial statements continued 1. Accounting policies continued Intangible assets A. Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the income statement. B. Research and development Expenditure on pure research is recognised in the income statement as an expense as incurred. Under IAS 38, expenditure on development where research findings are applied to a plan or design for the production of new or substantially improved products and processes is capitalised if the product or process will give rise to future economic benefits and where the cost of the capitalised asset can be measured reliably. Expenditure capitalised is stated as the cost of materials, direct labour and an appropriate proportion of overheads less accumulated amortisation. The length of development life cycles, broad nature of much of the research undertaken and uncertainty until a late stage as to the ultimate commercial viability of a potential product can mean that the measurement criteria of IAS 38 regarding the probability of future economic benefits and the reliability of allocating costs may not be met, in which case expenditure is expensed as incurred. C. Customer relationships, brands and other intangible assets Customer relationships, brands and other intangible assets are stated at cost or when arising in a business combination, estimated fair value, less accumulated amortisation. D. Amortisation Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets through the administrative expenses line item, unless such lives are indefinite. Goodwill is systematically tested for impairment each year. Other intangible assets, comprising customer lists, customer relationships, manufacturing processes and procedures, trademarks, non-compete clauses and patents, are amortised over their estimated useful lives, which range from 4 to 23 years. Property, plant and equipment Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Freehold land is not depreciated. Leasehold property is depreciated over the period of the lease. Freehold buildings, plant and machinery, fixtures, fittings and equipment are depreciated over their estimated useful lives on a straight-line basis. Depreciation methods, useful lives and residual values are assessed at the reporting date. No depreciation is charged on assets under construction until the asset is available for use. Depreciation is charged on a straight-line basis over the estimated useful economic lives of the assets as follows: Buildings 10-50 years Plant and machinery 2-20 years Fixtures, fittings and equipment 2-20 years Right-of-use assets Shorter of the useful economic life of the asset and the lease term The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within it will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred. Management regularly considers whether there are any indicators of impairment to carrying values of property, plant and equipment. Impairment reviews are based on risk-adjusted discounted cash flow projections. Significant judgement is applied to the assumptions underlying these projections, which include estimated discount rates, growth rates, future selling prices and direct costs. Changes to these assumptions could have a material impact on the financial position of the Group and on the result for the year. Impairment of non-current non-financial assets The carrying amount of non-current assets other than deferred tax is compared with the asset’s recoverable amount at each balance sheet date where there is an indication of impairment. For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each balance sheet date. Annually the Group carries out impairment tests of its goodwill and other indefinite life intangible assets, which requires an estimate to be made of the value in use of its CGUs. These value in use calculations are dependent on estimates of future cash flows and long-term growth rates of the CGUs. Further details of these estimates are given in Note 10. An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset(s). For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 165 1. Accounting policies continued Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price, less estimated costs of completion and selling expenses. Cost, which is based on a weighted average, includes expenditure incurred in acquiring stock and bringing it to its existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads attributable to manufacture, based on normal operating capacity. Trade and other receivables Trade receivables and other receivables are due for payment within one year and are thus classified as current. They are non-interest-bearing and are stated at their nominal amount, which is the original invoiced amount, less allowance for future expected credit losses (“ECLs”). Estimates of future ECLs are informed by historical experience and management’s expectations of future economic factors; further information on ECLs impairment is given in the impairment of financial assets accounting policy. Individual trade receivables are written off when management deem them to be no longer collectable. Impairment of financial assets – expected credit losses The Group applies the IFRS 9 simplified approach to measuring ECLs, which uses a lifetime expected loss allowance for all trade receivables. To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on payment profiles and the corresponding historical credit losses experienced. The historical loss rates are adjusted to reflect current and forward-looking information in relation to macroeconomic factors that could affect the ability of customers to settle receivables. The Group usually considers a trade receivable in default when contractual payments are 120 days past due. In certain cases, the Group may also consider a trade receivable to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A trade receivable is written off when there is no reasonable expectation of recovering the contractual cash flows. Trade and other payables Trade payables are non-interest-bearing borrowings and are initially measured at fair value and subsequently carried at amortised cost. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Borrowings Borrowings are initially measured at fair value and are subsequently carried at amortised cost using the effective interest rate method. Any difference between the proceeds, after net of transaction costs, and the settlement or redemption of borrowings is recognised over the terms of the borrowings using the effective interest rate method. Pension and other post-retirement benefits In respect of the Group’s defined benefit schemes, the Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods, that benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The liability discount rate is the yield at the balance sheet date on AA credit-rated bonds that have maturity dates approximating to the terms of the Group’s obligations. Pension and post-retirement liabilities are calculated by qualified actuaries using the projected unit credit method. Following the introduction of the revised IAS 19, ‘Employee Benefits’ standard, the net interest on the defined benefit liability consists of the interest cost on the defined benefit obligation and the interest income on plan assets, both calculated by reference to the discount rate used to measure the defined benefit obligation at the start of the period. The Group recognises actuarial gains and losses in the period in which they occur through the statement of comprehensive income. The Group also operates a small number of defined contribution schemes, and the contributions payable during the year are recognised as incurred. Due to the size of the Group’s pension scheme assets and liabilities, relatively small changes in the assumptions can have a significant impact on the expense recorded in the income statement and on the pension liability recorded in the balance sheet. Leases A lease liability is recognised when the Group obtains control of the right-of-use asset that is the subject of the lease. The lease liability is subsequently measured using the effective interest method, with interest charged to finance costs. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. At inception, the Group evaluates whether it is reasonably certain that any option to extend a lease term will be exercised or likewise whether any option to terminate the lease will be exercised. The Group continues to evaluate the likelihood of exercising such options throughout the initial lease term. When the Group is committed to extending or terminating the lease, having considered the alternative options available, and where appropriate lessor consent to the extension or termination has been obtained, the Group will consider the option to be reasonably certain to be exercised. When an option is reasonably certain to be exercised, the right-of-use asset and lease liabilities recognised are adjusted to reflect the extended or curtailed lease term. ![]() Elementis plc Annual Report and Accounts 2025 166 #### Notes to the consolidated financial statements continued 1. Accounting policies continued Leases, which at inception have a term of less than 12 months or relate to low-value assets, are not recognised on the balance sheet. Payments made under such leases are recognised as an expense in the income statement on a straight-line basis over the period of the lease. Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or has been announced publicly. In accordance with the Group’s environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land is recognised when the land is contaminated. Provisions for environmental issues are judgemental by their nature, particularly when considering the size and timing of remediation spending, and are more difficult to estimate when they relate to sites no longer directly controlled by the Group. Self-insurance provisions relate to personal injury and other claims from former employees or third parties and represent the aggregate of outstanding claims plus a projection of losses incurred but not yet reported which together make up the full liability recognised as a provision. Insurance recoveries are recognised as a separate reimbursement asset. Derivative financial instruments The Group uses derivative financial instruments, such as forward currency contracts, interest rate swaps and commodity swap contracts, to hedge its foreign currency risks, interest rate risks and commodity price risks, respectively. The Group does not hold or issue derivative financial instruments for speculative trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Due to the requirement to assess the effectiveness of hedging instruments, changes in market conditions can result in the recognition of unrealised gains or losses on hedging instruments in the income statement. Derivative financial instruments are recognised initially at fair value and are shown within derivative financial assets if they are in an asset position or within derivative financial liabilities if they are in a liability position. The gain or loss on remeasurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. A. Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in the income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit and loss in the periods when the hedged item is recognised in profit or loss, in the same line of the income statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset, the gains or losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset. B. Fair value hedges Where a derivative financial instrument is designated as a hedge of the variability in a fair value of a recognised asset or liability or an unrecognised firm commitment, all changes in the fair value of the derivative are recognised immediately in the income statement. The carrying value of the hedged item is adjusted by the change in fair value that is attributable to the risk being hedged, even if it is normally carried at amortised cost, and any gains or losses on remeasurement are recognised immediately in the income statement, even if those gains would normally be recognised directly in reserves. C. Hedges of a net investment in a foreign operation The Group designates the foreign exchange gain or loss on a proportion of the Group’s euro- and US dollar-denominated borrowings as a hedge of the Group’s net investment in foreign operations. As such, the foreign exchange gain or loss on those borrowings is recognised in other comprehensive income and accumulated in equity until such time as the operations are disposed of, at which point the corresponding amounts are recycled to profit or loss. Share capital Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity. When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Shares repurchased by the Company are classified as treasury shares and are presented as a deduction from total equity. Own shares held by ESOT Transactions of the Group-sponsored ESOT are included in the consolidated financial statements. In particular, the ESOT’s purchases of shares in the Company are charged directly to equity. Non-current assets held for sale and discontinued operations A non-current asset, or a group of assets containing a non-current asset (a disposal group), is classified as held for sale if its carrying amount will be recovered principally through sale rather than through continuing use, it is available for immediate sale and sale within one year is highly probable. On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of previous carrying amount and fair value less costs to sell with any adjustments taken to profit or loss. The same applies to gains and losses on subsequent remeasurement. A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographic area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has been abandoned, or that meets the criteria to be classified as held for sale. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 167 1. Accounting policies continued Revenue Revenue is recognised upon transfer of promised goods to customers (the performance obligation) in an amount that reflects the consideration the Company expects to receive in exchange for those goods. This may occur, depending on the individual customer relationship, when the product has been transferred to a freight carrier, when the customer has received the product or, for consignment stock held at customers’ premises, when usage reports for the relevant period have been compiled. All revenue is from contracts with customers and pertains to the sale of specialty chemicals products. Selling prices are agreed in advance and hence are directly observable. The Group’s payment terms offered to customers are within a certain number of days of receipt of invoice and standard contracts do not include a significant financing component. The Group does not expect to have any contracts where the period between the transfer of the promised goods to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. Provisions for returns, trade discounts and rebates are recognised as a reduction in revenue at the later of when revenue is recognised for the transfer of the related goods and the entity pays or promises to pay the consideration. The promise to pay rebates is contractually agreed in advance and thus the point of transferring the goods to the customer is deemed to be the later of the two circumstances. Rebates and discounts are estimated using historical data and experiences with the customers. Returns from customers are negligible. Other expenses Other expenses are administration costs incurred and paid by the Group’s pension schemes, which relate primarily to former employees of legacy businesses. Finance income and finance costs Finance income comprises interest income on funds invested and changes in the fair value of financial instruments at fair value taken to the income statement. Interest income is recognised as it accrues, using the effective interest method. Finance costs comprise interest expense on borrowings, lease liabilities, unwinding of the discount on provisions, dividends on preference shares classified as debt, foreign currency gains/losses and changes in the value of financial instruments at fair value taken to the income statement. All borrowing costs are recognised in the income statement using the effective interest method. Taxation Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. The Group is required to estimate the income tax in each of the jurisdictions in which it operates. This requires an estimation of current tax liability together with an assessment of the temporary differences which arise as a consequence of different accounting and tax treatments. The Group operates in a number of countries in the world and is subject to many tax jurisdictions and rules. As a consequence the Group is subject to tax audits, which by their nature are often complex and can require several years to conclude. Management’s judgement is required to determine the total provision for income tax. Amounts are accrued based on management’s interpretation of country-specific tax law and likelihood of settlement. However, the actual tax liabilities could differ from the position and in such events an adjustment would be required in the subsequent period which could have a material impact. Tax benefits are not recognised unless it is probable that the tax positions are sustainable. Once considered to be probable, management reviews each material tax benefit to assess whether a provision should be taken against full recognition of the benefit on the basis of potential settlement through negotiation. This evaluation requires judgements to be made including the forecast of future taxable income. Share-based payments The fair value of equity-settled share options, cash-settled shadow options and long-term incentive plan (“LTIP”) awards granted to employees is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options/awards. The fair value of the options/awards granted is measured using a binomial model, taking into account the terms and conditions upon which the options/awards were granted. The amount recognised as an employee expense is adjusted to reflect the actual number of share options/awards that vest except where forfeiture is only due to share prices not achieving the threshold for vesting. ![]() Elementis plc Annual Report and Accounts 2025 168 #### Notes to the consolidated financial statements continued 1. Accounting policies continued Short-term employee benefits Short-term employee benefits, such as salaries, paid absences, and other benefits including any related payroll taxes are accounted for on an accrual basis over the period which employees have provided services. Bonuses are recognised to the extent that the Group has a present obligation to its employees that can be measured reliably and are accounted for in accordance with the requirements of IAS 19, ‘Employee benefits’. All expenses relating to employee benefits (other than pension costs) are recognised in the income statement within wages and salaries, or social security costs. Termination benefits Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for voluntary redundancies are recognised if the Group has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. Government grants Government grants are recognised at fair value when there is reasonable assurance that the conditions associated with the grants have been complied with and the grants will be received. Grants compensating for expenses incurred are recognised as a deduction of the related expenses in the consolidated income statement on a systematic basis in the same periods in which the expenses are incurred. Alternative performance measures In the analysis of the Group’s operating results, earnings per share and cash flows, information is presented to provide readers with additional performance indicators that are prepared on a non-statutory basis. This presentation is regularly reviewed by management to identify items that are unusual and other items relevant to an understanding of the Group’s performance and long-term trends with reference to their materiality and nature. This additional information is not uniformly defined by all companies and may not be comparable with similarly titled measures and disclosures by other organisations. The non-statutory disclosures should not be viewed in isolation or as an alternative to the equivalent statutory measure. Information for separate presentation is considered as follows: Material costs or reversals arising from a significant restructuring of the Group’s operations are presented separately Disposal of entities or investments in associates or joint ventures or impairment of related assets are presented separately Other matters arising due to the Group’s acquisition, such as adjustments to contingent consideration, payment of retention bonuses, acquisition costs and fair value adjustments for acquired assets made in accordance with IFRS 13, are separately disclosed in aggregate If a change in an accounting estimate for provisions, including environmental provisions, results in a material gain or loss, that is presented separately Other items the Directors may deem to be unusual as a result of their size and/or nature Adoption of new and revised standards In the current year, the Group has applied a number of amendments to IFRSs issued by the IASB that are mandatorily effective for accounting periods that began on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements: | | | | --- | --- | | | | | | UK | | | | Endorsement | Effective | | International Accounting Standards (IAS/IFRSs) and Interpretations (IFRICs): | status | date | | Lack of exchangeability – Amendments to IAS 21 | Endorsed | 1 January | | | | 2025 | New and revised IFRSs in issue but not yet effective At the date of authorisation of these financial statements, the Group has not applied the following new and revised international accounting standards (“IAS”/“IFRSs”) and interpretations (“IFRICs”) that have been issued but are not effective for periods starting on 1 January 2025 but will be effective for later periods: | | | | --- | --- | | | | | | | Effective for annual | | | UK | reporting periods | | | Endorsement | beginning on | | IAS, IFRSs and IFRICs not yet endorsed for use in the UK: | status | or after | | Classification and Measurement of Financial Instruments – | Endorsed | 1 January 2026 | | Amendments to IFRS 9 and IFRS 7 | | | | Annual Improvements to IFRS Accounting Standards – | Endorsed | 1 January 2026 | | Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 | | | | Contracts Referencing Nature-dependent Electricity – | Endorsed | 1 January 2026 | | Amendments to IFRS 9 and IFRS 7 | | | | IFRS 18 – Presentation and Disclosure in Financial Statements | Endorsed | 1 January 2027 | | IFRS 19 – Subsidiaries without Public Accountability: | Not yet | 1 January 2027 | | Disclosures | endorsed | | | Translation to a Hyperinflationary Presentation Currency – | Not yet | 1 January 2027 | | Amendments to IAS 21 | endorsed | | | Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, | Not yet | n/a | | IAS 8, IAS 36 and IAS 37 | endorsed | | | Sale or Contribution of Assets between an Investor and its | Not yet | n/a | | Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 | endorsed | | With the exception of IFRS 18, none of the above new and revised IFRSs are expected to have a material impact on the Group’s financial statements. At the date of this report the analysis of the impact of IFRS 18 is ongoing, however the Company expects there to be a material impact on the Group’s financial statements from implementation of IFRS 18. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 169 2. Operating segments Business segments The Group has determined its operating segments on the basis of those used for management, internal reporting purposes and the allocation of strategic resources. The key measure used for review of the performance of the operating segments is adjusted operating profit. In accordance with the provisions of IFRS 8, the Group’s chief operating decision-maker is the Board of Directors. Following the sale of the Talc business in May 2025, the Performance Specialties segment has been renamed as Coatings, and the comparative financial performance and financial position have been re-presented to present the Talc business as discontinued operation. See Note 33 for further details. The two reportable segments, Coatings and Personal Care, each have distinct product groupings and separate management structures. Segment results, assets and liabilities include items directly attributable to a segment and those that may be reasonably allocated from corporate activities. Presentation of the segmental results is on a basis consistent with those used for reporting Group results. The principal activities of the reportable segments are as follows: Coatings: Production of rheological modifiers and additives for decorative and industrial coatings, as well as performance chemicals for the energy sector. Personal Care: Production of rheological modifiers and compounded products, including active ingredients for antiperspirants, for supply to personal care and pharmaceutical manufacturers. Segmental analysis for the year ended 31 December | | | | --- | --- | | | | | | 2025 | | | | | 2024 | | | | | | | | Personal | Segment | Central | | | | Segment | | | | | Coatings | Care | totals | costs | Total | Coatings | Personal Care | totals | Central costs | Total | | | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | | Revenue from external customers | 373.0 | 224.5 | 597.5 | – | 597.5 | 386.4 | 217.4 | 603.8 | – | 603.8 | | Adjusted operating profit | 70.4 | 72.8 | 143.2 | (16.5) | 126.7 | 78.4 | 61.6 | 140.0 | (20.8) | 119.2 | | Adjusting items (see Note 5) | (5.7) | (9.4) | (15.1) | (2.6) | (17.7) | (4.9) | (12.3) | (17.2) | (6.0) | (23.2) | | Operating profit | 64.7 | 63.4 | 128.1 | (19.1) | 109.0 | 73.5 | 49.3 | 122.8 | (26.8) | 96.0 | | Other expenses | | | | | (2.6) | | | | | (2.0) | | Finance income | | | | | 3.0 | | | | | 2.9 | | Finance expense | | | | | (19.5) | | | | | (22.6) | | Tax | | | | | (27.6) | | | | | (25.5) | | Profit from continuing operations | | | | | 62.3 | | | | | 48.8 | ![]() Elementis plc Annual Report and Accounts 2025 170 #### Notes to the consolidated financial statements continued 2. Operating segments continued | | | | --- | --- | | | | | | 2025 | | | 2024 | | | | | | Personal Care | | | Personal Care, | | Discontinued | | | | and Coatings 1 | Unallocated | Total | and Coatings 1 | Unallocated | segments | Total | | | $m | $m | $m | $m | $m | $m | $m | | Fixed assets | 759.3 | 13.6 | 772.9 | 742.5 | 18.4 | 163.0 | 923.9 | | Inventories | 142.9 | – | 142.9 | 126.7 | 0.1 | 25.7 | 152.5 | | Trade and other receivables | 77.8 | 3.8 | 81.6 | 70.4 | 6.4 | 16.5 | 93.3 | | Other tax recoverable | – | 23.7 | 23.7 | – | 21.0 | – | 21.0 | | Derivatives | – | 0.4 | 0.4 | – | 5.4 | – | 5.4 | | Tax assets | – | 9.9 | 9.9 | – | 18.6 | – | 18.6 | | Retirement benefit surplus | – | 26.5 | 26.5 | – | 27.6 | – | 27.6 | | Cash and cash equivalents | – | 54.6 | 54.6 | – | 59.9 | – | 59.9 | | Segment assets | 980.0 | 132.5 | 1,112.5 | 939.6 | 157.4 | 205.2 | 1,302.2 | | Assets classified as held for sale | | | 2.1 | | | | 6.2 | | Total assets | 980.0 | 132.5 | 1,114.6 | 939.6 | 157.4 | 205.2 | 1,308.4 | | Trade and other payables | (72.6) | (19.4) | (92.0) | (67.0) | (20.9) | (20.5) | (108.4) | | Operating provisions | (0.5) | (4.6) | (5.1) | (2.9) | (5.6) | (39.9) | (48.4) | | Lease liabilities | (14.7) | (5.7) | (20.4) | (21.7) | (5.7) | (7.3) | (34.7) | | Bank overdrafts and loans | – | (236.2) | (236.2) | – | (219.2) | – | (219.2) | | Current tax liabilities | – | (16.0) | (16.0) | – | (9.8) | – | (9.8) | | Retirement benefit obligations | – | (8.6) | (8.6) | – | (8.6) | – | (8.6) | | Deferred tax liabilities | – | (92.3) | (92.3) | – | (98.1) | – | (98.1) | | Financial liabilities | – | (0.1) | (0.1) | – | (1.5) | – | (1.5) | | Segment liabilities | (87.8) | (382.9) | (470.7) | (91.6) | (369.4) | (67.7) | (528.7) | | Liabilities classified as held for sale | | | – | | | | (22.7) | | Total liabilities | (87.8) | (382.9) | (470.7) | (91.6) | (369.4) | (67.7) | (551.4) | | Net assets | 892.2 | (250.4) | 643.9 | 848.0 | (212.0) | 137.5 | 757.0 | | Capital additions | 17.6 | 1.0 | 18.6 | 16.0 | 6.1 | 28.4 | 50.5 | | Depreciation and amortisation | (28.1) | (2.6) | (30.7) | (28.3) | (3.0) | (20.3) | (51.6) | 1 Due to the shared nature of the production facilities for the Personal Care and Coatings segments, a split of assets and liabilities by segment is not available and the cost to determine such a split would be prohibitive, therefore the assets and liabilities are shown in aggregate for these segments. Analysis by geography | | | | --- | --- | | | | | | 2025 | | | | | 2024 | | | | | | | North | United | Rest of | Rest of the | | North | United | Rest of | Rest of | | | | America | Kingdom | Europe | World | Total | America | Kingdom | Europe | the World | Total | | | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | | Revenue from external customers | 193.9 | 20.1 | 180.2 | 203.3 | 597.5 | 201.2 | 20.3 | 168.8 | 213.5 | 603.8 | | Fixed assets | 618.5 | 55.6 | 26.2 | 72.6 | 772.9 | 638.2 | 29.7 | 23.3 | 69.8 | 761.0 | | Capital additions | 7.2 | 2.1 | 3.0 | 6.3 | 18.6 | 8.4 | 1.5 | 6.9 | 5.3 | 22.1 | | Depreciation and amortisation | (15.6) | (1.8) | (8.5) | (4.8) | (30.7) | (21.9) | (1.8) | (3.1) | (4.5) | (31.3) | Revenue is based on the location of the customer. The Group’s largest customer accounts for 9.2% (2024: 10.0%) of revenue ($54.9m) (2024: $60.1m). ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 171 3. Finance income | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Interest on bank deposits | 0.7 | 0.3 | | Pension and other post-retirement liabilities | 1.1 | 1.4 | | Interest on EU state aid receivable | 1.2 | 1.2 | | Total finance income | 3.0 | 2.9 | 4. Finance costs | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Interest on bank loans | 17.5 | 20.0 | | Unwind of discount on provisions | 1.1 | 1.5 | | Interest on lease liabilities | 0.9 | 1.1 | | Total finance costs | 19.5 | 22.6 | 5. Adjusting items | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Business transformation | 7.5 | 6.6 | | Acquisitions and disposals | (6.4) | 0.2 | | St. Louis operational transformation | 3.5 | – | | Cloud and data transformation | 2.2 | 2.1 | | Early termination of contract | 1.9 | – | | St. Louis fire | 0.3 | 1.3 | | Environmental provisions | 0.5 | 1.8 | | Settlement of Brazil customs matter | – | 3.0 | | Amortisation of intangibles arising on acquisition | 8.2 | 8.2 | | | 17.7 | 23.2 | | Unwind of discount on provisions | 1.1 | 0.4 | | Interest on EU state aid receivable | (1.2) | (1.2) | | Tax charge in relation to adjusting items | 1.6 | 0.8 | | | 19.2 | 23.2 | A number of items have been recorded under ‘adjusting items’ by virtue of their size and/or one-time nature, in line with our accounting policy in Note 1, in order to provide additional useful analysis of the Group’s results. The Group considers the adjusted results to be an important measure used to monitor how the segments are performing as they achieve consistency and comparability between reporting periods. The net impact of these items on the Group profit from continuing operations for the year is a debit of $19.2m (2024: $23.2m). The items fall into a number of categories, as summarised below: Business transformation – costs of $7.5m (2024: $6.6m) were recognised and principally include: Costs of $4.4m (2024: $nil) in relation to transitionary costs of the exiting CEO and other related restructuring costs. These costs primarily relate to one-off advisory and consultancy fees, salary, and LTIP-related charges in relation to the former CEO, and salary and LTIP-related costs in relation to subsequent senior leadership changes. Additional costs are expected to be incurred during the first quarter of 2026. Costs of $2.3m (2024: $4.1m) in relation to the Fit for the Future restructuring programme which was announced in September 2023. Of the costs recognised in 2025, additional charges of $1.3m (2024: $0.7m) in relation to the restructuring provision, along with an additional $1.0m (2024: $3.4m) of costs incurred. Including discontinued operations, costs of $29.6m have been recognised since 2023 and the programme was concluded during 2025. Costs of $0.8m (2024: $1.6m) in relation to the closure of the Middletown plant and preparation of the site for sale. Costs of $2.4m have been recognised since 2024. Acquisitions and disposals – a net credit of $6.4m (2024: cost of $0.2m) was recognised in relation to acquisitions and disposals. This principally included a credit of $6.9m in relation to the gain on sale of the Eaglescliffe site and $0.3m of transaction costs incurred in relation to the acquisition of Alchemy Ingredients Limited. St. Louis operational transformation – costs of $3.5m (2024: $nil) were recognised in relation to a transformation programme at the Group’s St. Louis plant which was initiated and completed in 2025. These costs primarily relate to advisory fees and inventory written off due to operational changes made to the St. Louis manufacturing plant as a result of the transformation programme. Cloud and data transformation – costs of $2.2m (2024: $2.1m) were recognised and include: Costs of $1.6m (2024: $2.1m) in relation to the data transformation programme which was initiated to develop a new internal data analytics platform to deliver a unified global view of our data, leveraging advance analytical technology. Costs of $3.7m have been recognised since 2024 and the new platform is expected to be fully implemented during 2026. Costs of $0.7m (2024: $nil) in relation to upgrading the Group’s Enterprise Resource Planning (“ERP”) system. The upgraded ERP system is expected to be fully implemented during 2027. ![]() Elementis plc Annual Report and Accounts 2025 172 #### Notes to the consolidated financial statements continued 5. Adjusting items continued Early termination of contract – costs of $1.9m (2024: $nil) were recognised in respect of an early termination fee paid for one of the Group’s contracts. St. Louis fire – costs of $0.3m ($1.3m) were recognised in respect of the fire at the St. Louis plant which occurred in November 2024. These costs relate to the write off of items of property, plant and equipment that were damaged as a result of a fire. Environmental provisions – charges of $0.5m (2024: $1.8m) were recognised in respect of the Group’s environmental provision. The environmental provision is calculated on a discounted cash flow basis, reflecting the time period over which spending is estimated to take place. The movement in the provision relates to changes in discount rates, which have resulted in a reduction of $0.8m (2024: $2.2m), and extra remediation work identified in the year which has resulted in a $1.3m (2024: $4.0m) increase to the liability. Also included within adjusting items, within finance costs, is a charge of $1.1m in relation to the unwind of the discount on the provision. Amortisation of intangibles arising on acquisition – amortisation of $8.2m (2024: $8.2m) has been recognised in relation to the Group’s acquired intangible assets. As in previous years, these are included in adjusting items as they are a non-cash charge arising from historical investment activities. Interest on EU state aid receivable – finance income of $1.2m (2024: $1.2m) has been recognised in respect of interest due to the Group. Tax on adjusting items – this is the net impact of tax relating to the adjusting items listed above. To support comparability with the financial statements as presented in 2025, a reconciliation to the adjusted consolidated income statement is shown below. | | | | --- | --- | | | | | | 2025 | | | 2024 | | | | | | | Adjusted | | | Adjusted | | | Profit and loss | Adjusting items | profit and loss | Profit and loss | Adjusting items | profit and loss | | | $m | $m | $m | $m | $m | $m | | Revenue | 597.5 | – | 597.5 | 603.8 | – | 603.8 | | Cost of sales | (317.4) | – | (317.4) | (314.2) | – | (314.2) | | Gross profit | 280.1 | – | 280.1 | 289.6 | – | 289.6 | | Distribution costs | (91.6) | – | (91.6) | (98.5) | – | (98.5) | | Administrative expenses | (79.5) | 17.7 | (61.8) | (95.1) | 23.2 | (71.9) | | Operating profit | 109.0 | 17.7 | 126.7 | 96.0 | 23.2 | 119.2 | | Other expenses | (2.6) | – | (2.6) | (2.0) | – | (2.0) | | Finance income | 3.2 | (1.2) | 2.0 | 2.9 | (1.2) | 1.7 | | Finance costs | (19.7) | 1.1 | (18.6) | (22.6) | 0.4 | (22.2) | | Profit before income tax | 89.9 | 17.6 | 107.5 | 74.3 | 22.4 | 96.7 | | Tax | (27.6) | 1.6 | (26.0) | (25.5) | 0.8 | (24.7) | | Profit from continuing operations | 62.3 | 19.2 | 81.5 | 48.8 | 23.2 | 72.0 | | Earnings per share | | | | | | | | From continuing operations | | | | | | | | Basic earnings (cents) | 10.7 | 3.3 | 14.0 | 8.3 | 3.9 | 12.2 | | Diluted earnings (cents) | 10.5 | 3.2 | 13.7 | 8.1 | 3.9 | 12.0 | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 173 5. Adjusting items continued To support comparability with the financial statements as presented in 2025, a reconciliation from operating profit/(loss) to adjusted operating profit/(loss) by segment is shown below for each year. | | | | --- | --- | | | | | | 2025 | | | | | 2024 | | | | | | | | Personal | Segment | Central | | | | Segment | | | | | Coatings | Care | totals | costs | Total | Coatings Personal Care | | totals | Central costs | Total | | | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | | Operating profit | 64.7 | 63.4 | 128.1 | (19.1) | 109.0 | 73.5 | 49.3 | 122.8 | (26.8) | 96.0 | | Adjusting items: | | | | | | | | | | | | Business transformation | – | 0.8 | 0.8 | 6.7 | 7.5 | 0.5 | 4.2 | 4.7 | 2.1 | 6.8 | | Acquisitions and disposals | – | 0.4 | 0.4 | (6.8) | (6.4) | – | – | – | – | – | | St. Louis operational transformation | 3.5 | – | 3.5 | – | 3.5 | – | – | – | – | – | | Cloud and data transformation | – | – | – | 2.2 | 2.2 | – | – | – | 2.1 | 2.1 | | Early termination of contract | 1.9 | – | 1.9 | – | 1.9 | – | – | – | – | – | | St. Louis fire | 0.3 | – | 0.3 | – | 0.3 | 1.3 | – | 1.3 | – | 1.3 | | Environmental provisions | – | – | – | 0.5 | 0.5 | – | – | – | 1.8 | 1.8 | | Settlement of Brazil customs matter | – | – | – | – | – | 3.0 | – | 3.0 | – | 3.0 | | Amortisation of intangibles arising on acquisition | – | 8.2 | 8.2 | – | 8.2 | 0.1 | 8.1 | 8.2 | – | 8.2 | | Adjusted operating profit | 70.4 | 72.8 | 143.2 | (16.5) | 126.7 | 78.4 | 61.6 | 140.0 | (20.8) | 119.2 | ![]() Elementis plc Annual Report and Accounts 2025 174 #### Notes to the consolidated financial statements continued 6. Income tax expense | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Current tax: | | | | UK corporation tax | 26.4 | 12.9 | | Overseas corporation tax | 2.3 | 7.6 | | Adjustments in respect of prior years: | | | | United Kingdom | (0.6) | 0.7 | | Overseas | 1.2 | 0.2 | | Total current tax | 29.3 | 21.4 | | Deferred tax: | | | | United Kingdom | (0.1) | 6.0 | | Overseas | (1.4) | (1.5) | | Adjustment in respect of prior years: | | | | United Kingdom | – | – | | Overseas | (0.2) | (0.4) | | Total deferred tax | (1.7) | 4.1 | | Income tax expense for the year | 27.6 | 25.5 | | Comprising: | | | | Income tax expense for the year | 27.6 | 25.5 | | Adjusting items 1 : | | | | Overseas taxation on adjusting items | (7.4) | 0.6 | | UK taxation on adjusting items | 9.0 | 0.2 | | Taxation on adjusting items | 1.6 | 0.8 | | Income tax expense for the year after adjusting items | 26.0 | 24.7 | 1 See Note 5 for details of adjusting items. The tax charge on profits represents an effective rate of 30.7% (2024: 34.3%) and an effective tax rate after adjusting items of 24.2% (2024: 25.5%). The tax impact of the adjusting items outlined within Note 5 and within the consolidated income statement relates to the following: | | | | --- | --- | | | | | | 2025 | | 2024 | | | | Gross | Tax impact | Gross | Tax impact | | | $m | $m | $m | $m | | Business transformation | 7.5 | 1.5 | 6.6 | 1.7 | | Acquisitions and disposals | (6.4) | – | 0.2 | – | | St. Louis operational transformation | 3.5 | 0.7 | – | – | | Cloud and data transformation | 2.2 | 0.5 | 2.1 | 0.6 | | Early termination of contract | 1.9 | 0.4 | – | – | | St. Louis fire | 0.3 | 0.1 | 1.3 | 0.3 | | Environmental provisions | 0.5 | 0.1 | 1.8 | – | | Settlement of Brazil customs matter | – | – | 3.0 | – | | Amortisation of intangibles arising | | | | | | on acquisition | 8.2 | 2.4 | 8.2 | 2.5 | | Interest on EU state aid receivable | (1.2) | (0.3) | (1.2) | (0.3) | | Unwind of discount on provision | 1.1 | 0.2 | 0.4 | 0.1 | | Uncertain tax provisions | – | (7.2) | – | – | | Derecognition of deferred tax | | | | | | asset regarding Eaglescliffe | – | – | – | (5.7) | | Tax charge | 17.6 | (1.6) | 22.4 | (0.8) | The Group is international and has operations across a range of jurisdictions. Accordingly, tax charges of the Group in future periods will be affected by the profitability of operations in different jurisdictions and changes to tax rates and regulations in the jurisdictions within which the Group has operations. The Group’s adjusted effective tax rate in 2025 is broadly in line with the prior year. The medium-term expectation for the Group’s adjusted effective tax rate is around 25%. The Group is below the revenue threshold for the Pillar 2 legislation to apply and therefore there is no impact on the financial statements. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 175 6. Income tax expense continued The total charge for the year can be reconciled to the accounting profit as follows: | | | | | | | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | | $m | % | $m | % | | Profit before tax | 89.9 | | 74.3 | | | Tax at 25% (2024: 25.0%) | 22.5 | 25.0 | 18.6 | 25.0 | | Difference in overseas effective | | | | | | tax rates | 0.6 | 0.7 | (0.3) | (0.4) | | Income not taxable | (2.2) | (2.4) | (2.8) | (3.8) | | Expenses not deductible for | | | | | | tax purposes | 6.0 | 6.7 | 3.2 | 4.3 | | Adjustments in respect of prior years | 0.4 | 0.4 | 0.4 | 0.5 | | Uncertain tax provisions 2 | 5.1 | 5.6 | – | – | | Movement in unrecognised | | | | | | deferred tax 1 | (4.8) | (5.3) | 6.4 | 8.7 | | Total charge and | | | | | | effective tax rate for the year | 27.6 | 30.7 | 25.5 | 34.3 | 1 The current year movement in unrecognised deferred tax relates to foreign exchange losses brought into tax as a result of the settlement of loans previously regarded as quasi-equity. The prior year movement in unrecognised deferred tax relates to the derecognition of the deferred tax asset in respect of the Eaglescliffe environmental provision ahead of the disposal of the Eaglescliffe site to Flacks Group. 2 The uncertain tax provisions are the net of a provision of $10.8m made during the period in respect of an open HMRC tax audit and the reversal of a $5.7m provision in respect of a German Organschaft created in 2020. 7. Profit from continuing operations Profit from continuing operations of $62.3m (2024: $48.8m) has been arrived at after charging/(crediting): | | | | | --- | --- | --- | | | 2025 | 2024 | | | $m | $m | | Employee costs (see Note 8) | 111.1 | 108.1 | | Net foreign exchange losses | 4.1 | 0.2 | | Research and development costs | 7.3 | 8.0 | | Depreciation of property, plant and equipment | 22.2 | 22.6 | | Amortisation of intangible assets | 8.5 | 8.7 | | Total depreciation and amortisation expense | 30.7 | 31.3 | | Impairment of assets | – | – | | Loss on disposal of property, plant & equipment | 0.8 | 1.0 | | Write off of inventory | 6.3 | 3.8 | | Cost of inventories recognised as expense | 236.5 | 246.9 | | Fees payable to company’s auditors and its associates: | | | | Audit of company | 1.5 | 1.2 | | Audit of subsidiaries | 0.4 | 0.9 | | Audit-related services – interim review | 0.2 | 0.3 | | CSRD metric readiness services | 0.1 | 0.1 | 8. Employees Employee costs: | | | | | --- | --- | --- | | | 2025 | 2024 | | | $m | $m | | Wages and salaries | 92.4 | 90.0 | | Social security costs | 9.0 | 7.7 | | Pension costs | 2.8 | 4.3 | | Share-based payment costs | 6.9 | 6.1 | | Total employee costs | 111.1 | 108.1 | Average number of FTE employees 1 : | | | | | --- | --- | --- | | | 2025 | 2024 | | | Number | Number | | Personal Care and Coatings | 1,024 | 1,045 | | Central | 29 | 24 | | Discontinued segments | 74 | 232 | | Total | 1,127 | 1,301 | 1 Full-time equivalent includes contractors. ![]() Elementis plc Annual Report and Accounts 2025 176 #### Notes to the consolidated financial statements continued 8. Employees continued Total staff costs from continuing and discontinued operations were $119.9m (2024: $130.9m), comprising of wages and salaries of $99.5m (2024: $108.6m), social security costs of $9.6m (2024: $9.0m), pension costs of $3.9m (2024: $7.2m) and share-based payments of $6.9m (2024: $6.1m). The aggregate amount of Directors’ remuneration (salary, bonus and benefits) is shown in the Remuneration Report on page 131: The aggregate amount of gains made by Directors on exercise of share options was $nil (2024: $nil) The remuneration of the highest paid Director was $3.3m (2024: $3.9m) Payments have been made to a defined contribution pension scheme on behalf of one Director (2024: one Director). For the highest-paid Director, pension contributions of $0.1m (2024: $0.2m) were made 9. Earnings per share The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the following: Earnings: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Adjusted earnings | 81.5 | 72.0 | | Adjusting items net of tax | (19.2) | 23.2 | | Earnings for the purpose of basic earnings per share | 62.3 | 48.8 | | Loss from discontinued operations | (107.8) | (96.6) | | Loss from continuing and discontinued operations | (45.5) | (47.8) | Number of shares: | | | | --- | --- | | | | | | 2025 | 2024 | | | m | m | | Weighted average number of shares for the purpose of basic | | | | earnings per share | 583.6 | 588.9 | | Effect of dilutive share options | 10.5 | 11.9 | | Weighted average number of shares for the purpose of diluted | | | | earnings per share | 594.1 | 600.8 | The dilutive loss from continuing and discontinued operations per share calculation, does not include the impact of the 10.5m dilutive share options (2024: 11.9m), as the inclusion of these potential shares would have an anti-dilutive impact on the diluted loss per share from continuing and discontinued operations; it would decrease the diluted loss per share from continuing and discontinued operations. Earnings per share: | | | | --- | --- | | | | | | 2025 | 2024 | | | cents | cents | | Earnings per share from continuing operations: | | | | Basic earnings | 10.7 | 8.3 | | Diluted earnings | 10.5 | 8.1 | | Adjusted basic earnings | 14.0 | 12.2 | | Adjusted diluted earnings | 13.7 | 12.0 | | Earnings per share from discontinued operations: | | | | Basic loss from discontinued operations | (18.5) | (16.4) | | Diluted loss from discontinued operations | (18.5) | (16.4) | | Earnings per share from continuing and discontinued | | | | operations: | | | | Basic loss from continuing and discontinued operations | (7.8) | (8.1) | | Diluted loss from continuing and discontinued operations | (7.8) | (8.1) | Adjusted basic earnings per share from continuing and discontinued operations in 2024 was 13.6 cents per share and Adjusted diluted earnings per share from continuing and discontinued operations in 2024 was 13.3 cents per share. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 177 10. Goodwill and other intangible assets | | | | --- | --- | | | | | | | | | Other | | | | Goodwill | Brand | Customer lists | intangible assets | Total | | | $m | $m | $m | $m | $m | | Cost: | | | | | | | At 1 January 2024 | 712.2 | 25.4 | 165.0 | 101.5 | 1,004.1 | | Exchange differences | (5.7) | (1.1) | (3.3) | (4.1) | (14.2) | | Additions | – | – | – | 0.3 | 0.3 | | At 31 December 2024 | 706.5 | 24.3 | 161.7 | 97.7 | 990.2 | | Exchange differences | 19.6 | 0.8 | 5.2 | 5.1 | 30.7 | | Additions | – | – | – | 0.1 | 0.1 | | Business acquisitions | 11.3 | 0.6 | 3.5 | 7.9 | 23.3 | | Business disposals | – | – | (40.7) | (44.6) | (85.3) | | At 31 December 2025 | 737.4 | 25.7 | 129.7 | 66.2 | 959.0 | | Amortisation and impairment: | | | | | | | At 1 January 2024 | 229.9 | 2.5 | 56.6 | 64.5 | 353.5 | | Exchange differences | (3.6) | (0.1) | (2.2) | (3.2) | (9.1) | | Charge for the year | – | – | 8.2 | 4.6 | 12.8 | | Impairment | – | – | 23.1 | 24.0 | 47.1 | | At 31 December 2024 | 226.3 | 2.4 | 85.7 | 89.9 | 404.3 | | Exchange differences | 16.2 | 0.2 | 4.8 | 4.8 | 26.0 | | Charge for the year | – | – | 6.3 | 2.3 | 8.6 | | Business disposals | – | – | (40.7) | (43.1) | (83.8) | | At 31 December 2025 | 242.5 | 2.6 | 56.1 | 53.9 | 355.1 | | Carrying amount: | | | | | | | At 31 December 2025 | 494.9 | 23.1 | 73.6 | 12.3 | 603.9 | | At 31 December 2024 | 480.2 | 21.9 | 76.0 | 7.8 | 585.9 | | At 1 January 2024 | 482.3 | 22.9 | 108.4 | 37.0 | 650.6 | Included in amortisation of $8.6m (2024:$12.8m) was $8.5m (2024: $8.7m) of amortisation from continuing operations, and $0.1m (2024: $4.1m) of amortisation from discontinued operations. ![]() Elementis plc Annual Report and Accounts 2025 178 #### Notes to the consolidated financial statements continued 10. Goodwill and other intangible assets continued The brand intangibles represent the value ascribed to the trading name and reputation of the Deuchem, Fancor, Watercryl, Hi-Mar, SummitReheis and Alchemy acquisitions. The Group, with the exception of SummitReheis and Alchemy, considers these to have significant and ongoing value to the business that will be maintained, and it is therefore considered appropriate to assign these assets an indefinite useful life. The carrying amount of brand intangibles with an indefinite useful life is $22.5m (2024: $21.9m). Brand intangibles with an indefinite useful life are tested annually for impairment as part of the annual goodwill impairment test and have been allocated to the Personal Care and Coatings CGUs. The net book value of brand related to the acquisition of Alchemy is $0.6m and has a remaining useful life of ten years. The brand relating to SummitReheis has been amortised over a period of three years, and is fully amortised. The net book value of customer lists includes $70.1m (2024: $76.0m) in relation to the acquisition of SummitReheis, which have remaining lives of between 1 and 16 years (2024: between 2 and 17 years). and $3.5m in relation to the acquisition of Alchemy, which has a remaining life of 15 years. The net book value of other intangibles assets includes technology-related intangible assets of $7.9m arising from the acquisition of Alchemy which have a remaining life of 14 years. The remaining intangible assets comprise the value ascribed to patents and the capitalisation of REACH registration costs which are being amortised over periods of 1 to 14 years. Goodwill and brand intangibles with an indefinite useful life impairment testing Goodwill and brand intangibles with an indefinite useful life are allocated to the Group’s CGUs as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Personal Care: | | | | Goodwill | 301.6 | 288.9 | | Indefinite useful life intangible assets | 7.4 | 6.6 | | Coatings: | | | | Goodwill | 193.3 | 191.3 | | Indefinite useful life intangible assets | 15.7 | 15.3 | | At 31 December | 518.0 | 502.1 | The Group tests annually for impairment at 31 October, or more frequently, if there are events or circumstances that indicate that the carrying amount may not be recoverable. Basis of the recoverable amount The recoverable amounts of the Group’s CGUs are determined from value in use calculations which use cash flow projections based on financial budgets approved by the Directors covering a three-year period. Management’s judgement in estimating the cash flows of a CGU The key assumptions for the value in use calculations are expected changes to sales volumes, selling prices and direct costs during the forecast period, growth rates used to extrapolate beyond the forecast period and the discount rates applied to the resulting cash flows. Changes in sales volumes, selling prices and direct costs are based on past practices and expectations of future changes in the market. A three-year forecasting model is used for all CGUs. Growth rates Cash flows for periods beyond the forecast period are extrapolated based on estimated long- term growth rates. The rates do not exceed the average long-term growth rate for the relevant products or markets. Discount rates Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. Personal Care The recoverable amount of the CGU was calculated using forecast cash flows based on budgets and plans for 2026 to 2030, a pre-tax discount rate of 12.1% (2024: 12.0%) and a long-term growth rate of 3.0% (2024: 3.0%). The recoverable amount exceeded the carrying value of the CGU by $350.0m (2024: $361.7m). The Directors do not consider that any reasonably possible changes to the key assumptions would reduce the recoverable amount to its carrying value. Coatings The recoverable amount of the CGU was calculated using forecast cash flows based on budgets and plans for 2026 to 2030, a pre-tax discount rate of 10.3% (2024: 11.3%) and a long-term growth rate of 3.0% (2024: 3.0%). The recoverable amount exceeded the carrying value of the CGU by $488.4m (2024: $701.1m). The Directors do not consider that any reasonably possible changes to the key assumptions would reduce the recoverable amount to its carrying value. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 179 11. Property, plant and equipment | | | | --- | --- | | | | | | | | | | | Right-of-use assets | | | | | Land and | Plant and | Fixtures, fittings | Under | Land and | Plant and | Fixtures, fittings | | | | buildings | machinery | and equipment | construction | buildings | machinery | and equipment | Total | | | $m | $m | $m | $m | $m | $m | $m | $m | | Cost: | | | | | | | | | | At 1 January 2024 | 100.1 | 594.9 | 32.5 | 12.3 | 54.4 | 2.3 | 1.8 | 798.3 | | Additions | 1.8 | 19.1 | – | 24.0 | 3.9 | 0.9 | – | 49.7 | | Exchange differences | (2.5) | (26.8) | (0.5) | – | (1.2) | 0.2 | (0.3) | (31.1) | | Disposals | (0.2) | (2.3) | (0.3) | – | (1.2) | (1.2) | (0.8) | (6.0) | | Reclassifications | 0.9 | 20.0 | 1.0 | (21.9) | – | – | – | – | | At 31 December 2024 | 100.1 | 604.9 | 32.7 | 14.4 | 55.9 | 2.2 | 0.7 | 810.9 | | Additions | 2.5 | 8.0 | 0.1 | 18.4 | 1.3 | – | 0.1 | 30.4 | | Remeasurement of Right-of-use assets | – | – | – | – | (5.2) | – | – | (5.2) | | Business disposals | (19.1) | (360.5) | – | (8.5) | (11.6) | (0.8) | (0.1) | (400.6) | | Exchange differences | 4.3 | 36.5 | 0.4 | (0.5) | 2.0 | – | 0.1 | 42.8 | | Disposals | – | (7.7) | (0.9) | (0.2) | (0.8) | (0.2) | (0.2) | (10.0) | | Reclassifications | 2.2 | 0.4 | 1.2 | (3.8) | – | – | – | – | | Assets transferred to held for sale | (3.0) | (0.6) | – | – | – | – | – | (3.6) | | At 31 December 2025 | 87.0 | 281.0 | 33.5 | 19.8 | 41.6 | 1.2 | 0.6 | 464.7 | | Accumulated depreciation and impairment losses: | | | | | | | | | | At 1 January 2024 | 43.0 | 280.0 | 23.4 | – | 25.7 | 1.7 | 0.9 | 374.7 | | Charge for the year | 3.5 | 27.3 | 2.9 | – | 4.4 | 0.4 | 0.3 | 38.8 | | Exchange differences | (0.1) | (13.6) | (0.5) | – | (0.2) | – | (0.1) | (14.5) | | Disposals | – | (1.6) | (0.3) | – | (1.2) | (1.2) | (0.7) | (5.0) | | Impairment | 0.8 | 78.1 | – | – | – | – | – | 78.9 | | Reclassifications | – | 0.8 | (0.8) | – | – | – | – | – | | At 31 December 2024 | 47.2 | 371.0 | 24.7 | – | 28.7 | 0.9 | 0.4 | 472.9 | | Charge for the year | 4.1 | 17.9 | 2.0 | – | 3.1 | 0.3 | 0.2 | 27.6 | | Business disposals | (7.0) | (209.5) | – | – | (4.6) | (0.7) | (0.1) | (221.9) | | Exchange differences | 4.9 | 18.3 | – | – | 0.5 | – | – | 23.7 | | Disposals | – | (3.1) | (1.0) | – | (0.8) | – | (0.2) | (5.1) | | Assets transferred to held for sale | (1.0) | (0.5) | – | – | – | – | – | (1.5) | | At 31 December 2025 | 48.2 | 194.1 | 25.7 | – | 26.9 | 0.5 | 0.3 | 295.7 | | Net book value: | | | | | | | | | | At 31 December 2025 | 38.8 | 86.9 | 7.8 | 19.8 | 14.7 | 0.7 | 0.3 | 169.0 | | At 31 December 2024 | 52.9 | 233.9 | 8.0 | 14.4 | 27.2 | 1.3 | 0.3 | 338.0 | | At 1 January 2024 | 57.1 | 314.9 | 9.1 | 12.3 | 28.7 | 0.6 | 0.9 | 423.6 | Included in depreciation of $27.6m (2024:$38.8m) was $22.2m (2024: $22.6m) of depreciation from continuing operations, and $5.4m (2024: $16.2m) of depreciation from discontinued operations. ![]() Elementis plc Annual Report and Accounts 2025 180 #### Notes to the consolidated financial statements continued 11. Property, plant and equipment continued Group capital expenditure contracted but not provided for in these financial statements amounted to $nil (2024: $nil). In 2025 and 2024 the Group reclassified items of property, plant and equipment from under construction to their relevant categories upon the assets becoming available for use. In 2025, the Group actively marketed for the sale of its former Personal Care manufacturing site in Middletown, New York. At 31 December 2025 the site was classified as held for sale, with the sale expected to close within the first half of 2026. 12. Inventories | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Raw materials and consumables | 28.8 | 34.2 | | Work in progress | 9.4 | 10.4 | | Finished goods and goods purchased for resale | 104.7 | 107.9 | | At 31 December | 142.9 | 152.5 | Inventories are disclosed net of provisions for obsolescence of $9.8m (2024: $6.7m). 13. Trade and other receivables | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Trade receivables | 68.9 | 78.1 | | Other receivables | 5.1 | 6.8 | | Prepayments | 7.6 | 8.4 | | At 31 December | 81.6 | 93.3 | The Group entered into an accounts receivable purchase programme. The net balance outstanding, which have been transferred without recourse and derecognised, in relation to this programme was $5.0m (2024: $18.4m). Other receivables are receivables which are individually immaterial and primarily include VAT recoverable, receivables from other taxes and employee debtors. 14. Trade and other payables | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Trade payables | 56.0 | 52.3 | | Other payables | 3.4 | 7.4 | | Accruals | 32.6 | 48.7 | | At 31 December | 92.0 | 108.4 | The Group entered into supplier financing arrangements with US Bank. At the end of the period, the net balance outstanding on the US Bank facility was $nil (2024: $1.1m). Other payables are payables which are individually immaterial and primarily include VAT payables, payables from other taxes, employee payables and payables in relation to the Alchemy acquisition. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 181 15. Provisions | | | | --- | --- | | | | | | | Self- | | | | | | Environmental | insurance | Restructuring | Other | Total | | | $m | $m | $m | $m | $m | | At 1 January 2025 | 43.2 | 0.2 | 4.7 | 0.3 | 48.4 | | Increase/(decrease) | | | | | | | in provisions | 1.3 | – | 1.3 | – | 2.6 | | Unused amounts reversed | – | – | – | – | – | | Unwinding of discount | 0.2 | – | – | – | 0.2 | | Utilised during the year | (1.4) | – | (5.2) | – | (6.6) | | Currency translation differences | 3.9 | – | 0.3 | 0.1 | 4.3 | | Disposals | (42.7) | – | (1.1) | – | (43.8) | | At 31 December 2025 | 4.5 | 0.2 | – | 0.4 | 5.1 | | Due within 1 year | 1.1 | 0.2 | – | 0.4 | 1.7 | | Due after 1 year | 3.4 | – | – | – | 3.4 | Environmental provisions include restoration provisions relating to manufacturing and distribution sites, including certain sites no longer owned by the Group. Restoration provisions have been derived using a discounted cash flow methodology and reflect the extent to which it is probable that expenditure will be incurred over the next 25 years. The level of these provisions are based on management’s best estimate of the most likely outcome for each individual exposure. These provisions are discounted using discount rates which reflect market assessments and the risks specific to the liabilities. The discount rates used were 4.8% in the US and 3.9% in Canada. The following table shows the timeframes over which undiscounted costs in relation to all environmental provisions are expected to be incurred: | | | | --- | --- | | | | | | 1-10 years | 11-20 years | 20-25 years | 25+ years | Total | | | $m | $m | $m | $m | $m | | Environmental provisions | 4.7 | 1.6 | 0.5 | – | 6.8 | Additional environmental provisions of $1.3m were recognised due to extra remediation and rehabilitation work identified during the year. The charge of $1.3m is included within adjusting items. If the cost estimates on which the provisions are based were to change by 10%, which is reasonably possible, the provisions recognised would increase by approximately $0.4m. While a range of outcomes is possible, the Directors believe that the reasonably possible range for the environmental provision is from $3.7m to $10.6m. Self-insurance provisions relate to personal injury and other claims from former employees or third parties and represent the aggregate of outstanding claims plus a projection of losses incurred but not yet reported which together make up the full liability recognised as a provision. Insurance recoveries are recognised as a separate reimbursement asset. The self-insurance provisions are expected to be utilised within one year. Restructuring provisions relate to costs of adjusting headcount and other costs of restructuring where a need to do so has been identified by management. An overall increase in the restructuring provisions of $1.3m was recognised during the year related to the Fit for the Future programme, which was announced in 2023. These changes in the restructuring provisions are included within adjusting items (see Note 5). The restructuring provisions are based on management’s best estimate of the cash outflow required to settle the obligation. ![]() Elementis plc Annual Report and Accounts 2025 182 #### Notes to the consolidated financial statements continued 16. Deferred tax | | | | --- | --- | | | | | | | | | | Other | | | | | Retirement | Accelerated tax | Amortisation of | Other intangible | temporary | Unrelieved tax | | | | benefit plans | depreciation | US goodwill | assets | differences | losses | Total | | | $m | $m | $m | $m | $m | $m | $m | | At 1 January 2024 | (9.7) | (39.6) | (62.8) | (26.6) | 16.4 | 3.2 | (119.1) | | Credit/(charge) to the income statement | 0.2 | 18.7 | 0.3 | 15.2 | (11.2) | – | 23.2 | | Credit/(charge) to other comprehensive income | 3.5 | – | – | – | (0.6) | – | 2.9 | | Credit to retained earnings | – | – | – | – | 0.2 | – | 0.2 | | Disposal | – | – | – | – | – | – | – | | Currency translation differences | 0.2 | 1.4 | – | 1.1 | (0.3) | (0.3) | 2.1 | | At 31 December 2024 | (5.8) | (19.5) | (62.5) | (10.3) | 4.5 | 2.9 | (90.7) | | Credit/(charge) to the income statement | – | 4.5 | 0.3 | 1.0 | (4.2) | 0.1 | 1.7 | | Credit/(charge) to other comprehensive income | 0.8 | – | – | – | 0.3 | – | 1.1 | | Charge to retained earnings | – | – | – | – | (0.5) | – | (0.5) | | Acquisition/disposal | – | 3.4 | – | (2.8) | 0.3 | (2.9) | (2.0) | | Currency translation differences | (0.5) | (0.5) | – | (0.4) | 0.1 | – | (1.3) | | At 31 December 2025 | (5.5) | (12.1) | (62.2) | (12.5) | 0.5 | 0.1 | (91.7) | | Deferred tax assets | – | – | – | – | 0.5 | 0.1 | 0.6 | | Deferred tax liabilities | (5.5) | (12.1) | (62.2) | (12.5) | – | – | (92.3) | Deferred tax assets have been recognised to the extent that it is considered more likely than not that there will be taxable profits from which the future reversal of the underlying timing differences can be deducted. Where this is not the case, deferred tax assets have not been recognised. Future taxable profits have been modelled using the Group’s Board-approved three-year forecasts. Deferred tax liabilities are reduced for any deferred tax assets which exist within a jurisdiction where consolidated tax returns are filed and where tax assets and liabilities may be netted. At the balance sheet date, the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which deferred tax liabilities have not been recognised was $28.8m (2024: $31.8m). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group considers that it is probable that such differences will not reverse in the foreseeable future. As at the balance sheet date, the Group had an unrecognised deferred tax asset of $19.8m (gross $6.5m) (2024: $7.3m (gross $22.2m)) in respect of German net operating losses. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 183 17. Share capital | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | At 1 January | 52.7 | 52.5 | | Issue of shares | 0.1 | 0.2 | | Purchase and cancellation of shares by the Company | (1.5) | | | At 31 December | 51.3 | 52.7 | During 2025, the Company repurchased 24,578,253 Elementis plc shares under the share buyback programme at a cost of $53.8m, of which 23,026,118 shares were cancelled. At 31 December 2025, the Group held 91,378 Elementis plc shares in treasury, with a value of $0.2m, and held 4,181 (2024: 968,021) Elementis plc shares through the ESOT with a value of $nil (2024: $1.6m). These shares are held to settle share options and awards granted to employees. Refer to Note 26 for further details. 18. Other reserves | | | | --- | --- | | | | | | Capital | | | | | | | redemption | Translation | Hedging | Share options | | | | reserve | reserve | reserve | reserve | Total | | | $m | $m | $m | $m | $m | | At 1 January 2024 | 158.8 | (103.4) | 5.9 | 8.8 | 70.1 | | Share-based payments | – | – | – | 5.7 | 5.7 | | Exchange differences | – | (17.4) | – | 0.1 | (17.3) | | Fair value of cash flow hedges transferred to the income statement | – | – | (4.4) | – | (4.4) | | Effective portion of changes in fair value of cash flow hedges | – | – | 2.3 | – | 2.3 | | Fair value of cash flow hedges transferred to net assets | – | – | 0.4 | – | 0.4 | | Recycle deferred foreign exchange losses on disposal | – | – | – | – | – | | Transfer | – | – | – | (5.3) | (5.3) | | At 31 December 2024 | 158.8 | (120.8) | 4.2 | 9.3 | 51.5 | | Purchase and cancellation of shares by the Company | 1.5 | – | – | – | 1.5 | | Share-based payments | – | – | – | 7.0 | 7.0 | | Exchange differences | – | 12.3 | – | 0.7 | 13.0 | | Effective portion of changes in fair value of cash flow hedges | – | – | 0.6 | – | 0.6 | | Fair value of cash flow hedges transferred to the income statement | – | – | (4.5) | – | (4.5) | | Fair value of cash flow hedges transferred to net assets | – | – | (0.2) | – | (0.2) | | Recycle deferred foreign exchange losses on disposal | – | (2.0) | – | – | (2.0) | | Transfer | – | – | – | (6.4) | (6.4) | | At 31 December 2025 | 160.3 | (110.5) | 0.1 | 10.6 | 60.5 | The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption must be from distributable profits. The capital redemption reserve represents the nominal value of the shares redeemed. ![]() Elementis plc Annual Report and Accounts 2025 184 #### Notes to the consolidated financial statements continued 18. Other reserves continued The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary. The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. The share options reserve comprises amounts accumulated in equity in respect of share options and awards granted to employees. The transfers from the share options reserve to retained earnings is as a result of the exercise and expiry of share options and awards during the year. 19. Borrowings | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Bank loans | 190.0 | 222.9 | | Short-term borrowings | 50.0 | – | | Unamortised syndicate loan fees | (3.8) | (3.7) | | Carrying value of borrowings at 31 December | 236.2 | 219.2 | | The borrowings are repayable as follows: | | | | Within one year | 50.0 | – | | Within two to four years | 190.0 | 222.9 | | In the fifth year | – | – | | | 240.0 | 222.9 | | The weighted average interest rates paid were as follows: | | | | | 2025 | 2024 | | | % | % | | Bank loans | 4.3 | 5.9 | Group borrowings were denominated as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | US dollar | 240.0 | 75.0 | | Euro | – | 147.9 | | Total bank loans | 240.0 | 222.9 | The Group’s bank loans include term loans of $50m that mature in June 2026 and term loans of $110m that mature in May 2029. The Group’s bank loans comprised US dollar borrowings comprising a fully drawn $160.0m term loans (2024: $75.0m) and $80.0m of revolving credit facility (“RCF”) drawings (2024: $nil) and euro borrowings comprising fully drawn €nil term loans (2024: €142.9m) and €nil of RCF drawings (2024: €nil). The interest rates associated with these borrowings are floating rate. The RCF and term loans are governed by the Group’s bank syndicate facilities agreement, under which certain Group entities act as guarantors. The guarantors to the facilities agreement are required to constitute at least 75% of the Group’s total fixed assets plus current assets less current liabilities and 75% of the Group’s profits before interest expense and tax. Each guarantor irrevocably and unconditionally jointly and severally guarantees the punctual performance under the Group’s bank syndicate facilities agreement. There are no fixed or floating charges over assets. 20. Cash and cash equivalents Cash and cash equivalents comprise the following: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Cash at bank and on hand at 31 December | 54.6 | 59.9 | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 185 21. Financial instruments | | | | --- | --- | | | | | | | 2025 | | | | | | 2024 | | | | | | | | | Held at fair value | | Held at amortised cost | | | | Held at fair value | | Held at amortised cost | | | | | | | Through | Derivatives | | | Total | Total | Through | Derivatives | | | Total | Total | | | | profit | used for | | | book | fair | profit | used for | | | book | fair | | | | and loss | hedging | Assets | Liabilities | value | value | and loss | hedging | Assets | Liabilities | value | value | | At 31 December: | Note | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | | Current: | | | | | | | | | | | | | | | Trade and other receivables | 13 | – | – | 74.0 | – | 74.0 | 74.0 | – | – | 84.9 | – | 84.9 | 84.9 | | Derivative financial assets | 22 | 0.1 | 0.3 | – | – | 0.4 | 0.4 | 0.3 | 3.3 | – | – | 3.6 | 3.6 | | Cash and cash equivalents | 20 | – | – | 54.6 | – | 54.6 | 54.6 | – | – | 59.9 | – | 59.9 | 59.9 | | Non-current: | | | | | | | | | | | | | | | Derivative financial assets | 22 | – | – | – | – | – | – | – | 1.8 | – | – | 1.8 | 1.8 | | Financial assets | | 0.1 | 0.3 | 128.6 | – | 129.0 | 129.0 | 0.3 | 5.1 | 144.8 | – | 150.2 | 150.2 | | Current: | | | | | | | | | | | | | | | Short-term borrowings 1 | 19 | – | – | – | (50.0) | (50.0) | (50.0) | – | – | – | – | – | – | | Trade and other payables | 14 | – | – | – | (92.0) | (92.0) | (92.0) | – | – | – | (108.4) | (108.4) | (108.4) | | Derivative financial liabilities | 22 | – | – | – | – | – | – | – | (1.5) | – | – | (1.5) | (1.5) | | Lease liabilities | 24 | – | – | – | (4.5) | (4.5) | (4.5) | – | – | – | (5.9) | (5.9) | (5.9) | | Non-current: | | | | | | | | | | | | | | | Loans and borrowings 1 | 19 | – | – | – | (186.2) | (186.2) | (190.0) | – | – | – | (219.2) | (219.2) | (222.9) | | Lease liabilities | 24 | – | – | – | (15.9) | (15.9) | (15.9) | – | – | – | (28.8) | (28.8) | (28.8) | | Derivative financial liabilities | 22 | – | (0.1) | – | – | (0.1) | (0.1) | – | – | – | – | – | – | | Financial liabilities | | – | (0.1) | – | (348.6) | (348.7) | (352.5) | – | (1.5) | – | (362.3) | (363.8) | (367.5) | | Total | | 0.1 | 0.2 | 128.6 | (348.6) | (219.7) | (223.5) | 0.3 | 3.6 | 144.8 | (362.3) | (213.6) | (217.3) | 1 The total book value of loans and borrowings are shown net of facility fees of $3.8m (2024: $3.7m). ![]() Elementis plc Annual Report and Accounts 2025 186 21. Financial instruments continued #### Notes to the consolidated financial statements continued Fair values measurement and hierarchy Basis for determining fair values The Group measures fair values in respect of financial instruments in accordance with IFRS 13, using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements: Level 1: Quoted market price (unadjusted) in an active market for an identical instrument. Level 2: Valuation techniques based on observable inputs, either directly or indirectly. Level 3: Valuation techniques using significant unobservable inputs. This category includes contingent consideration. The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments: The Group assesses that the fair values of cash and cash equivalents, trade and other receivables, trade and other payables, and the current portion of floating rate bank and other borrowings, approximate to book values due to the short maturity periods of these financial instruments. For trade and other receivables, allowances are made within their book value for credit risk. Derivatives (Level 2) Fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds). Loans and borrowings (Level 2) Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. The following table shows amounts recognised in profit or loss in relation to financial assets and liabilities within the scope of IFRS 9: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Recognised in profit or loss | | | | Interest income on bank deposits held at amortised cost | 0.7 | 0.3 | | Financial income | 0.7 | 0.3 | | Interest on bank loans | (16.9) | (18.2) | | Fair value of cash flow hedges transferred from equity | (0.6) | (1.8) | | Interest on lease liabilities | (0.9) | (1.1) | | Financial costs | (18.4) | (21.1) | | Fair value of cash flow hedges transferred from equity | 5.1 | 6.2 | | Fair value movements on derivatives | (0.9) | – | | Loss from discontinued operations | 4.2 | 6.2 | The following table shows amounts recognised directly in equity in relation to financial assets and liabilities within the scope of IFRS 9: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Recognised directly in equity | | | | Effective portion of changes in fair value of cash flow hedges | 0.6 | 2.3 | | Fair value of cash flow hedges transferred to income statement | (4.5) | (4.4) | | Fair value of cash flow hedges transferred to net assets | (0.2) | 0.4 | | Effective portion of change in fair value of net investment hedge | 0.9 | 6.5 | | Foreign currency translation differences for foreign operations | 11.4 | (23.9) | | Recycle deferred foreign exchange gains on disposal of subsidiary | (2.0) | – | | Recognised in: | | | | Hedging reserve | (4.1) | (1.7) | | Translation reserve | 10.3 | (17.4) | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 187 22. Derivative financial instruments and hedging activities | | | | --- | --- | | | | | | 2025 | | | | 2024 | | | | | | Contract or underlying | | | | Contract or underlying | | | | | | principal amount | | Fair value | | principal amount | | Fair value | | | | | | Assets | Liabilities | | | Assets | Liabilities | | At 31 December: | Assets | Liabilities | $m | $m | Assets | Liabilities | $m | $m | | Current: | | | | | | | | | | Interest rate swaps – cash flow hedges | $15m | $35m | – | – | – | €142m | – | (1.4) | | Interest rate swaps | – | – | – | – | $25m | – | 0.2 | – | | Nickel swaps – cash flow hedges | – | – | – | – | 270MT | – | 3.2 | – | | Aluminium swaps – cash flow hedges | 1,100MT | – | 0.3 | – | 800MT | 2,000MT | 0.1 | (0.1) | | Aluminium swaps | 700MT | – | 0.1 | – | 2,460MT | – | 0.1 | – | | Total | | | 0.4 | – | | | 3.6 | (1.5) | | Non-current: | | | | | | | | | | Interest rate swaps – cash flow hedges | $25m | $35m | – | (0.1) | – | – | – | – | | Nickel swaps – cash flow hedges | – | – | – | – | 133MT | – | 1.8 | – | | Total | | | 0.4 | (0.1) | | | 5.4 | (1.5) | Hedging activities The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk, commodity price risk and interest rate risk. The Group’s risk management strategy is explained in Note 23. Derivatives designated as hedging instruments Commodity price risk The Group enters into commodity swap contracts to reduce the volatility attributable to price fluctuations of aluminium and nickel. To the extent they continue to meet the criteria for hedge accounting, the commodity forward contracts are accounted for as cash flow hedges. The weighted average strike price on outstanding aluminium hedges was $2,729.7 per metric ton (“MT”) (2024: $2,565.4 per MT). There is an economic relationship between the hedged items and the hedging instruments as the terms of the commodity swap contracts match the terms of the expected highly probable forecast transactions (i.e. notional amount and expected payment date). During the year ended 31 December 2025, the group recognised a gain of $3.6m (2024: $2.9m) within loss from discontinued operations in the consolidated income statement as a result of the sale of selected nickel hedges. For all other commodity hedges, as all critical terms matched during the year, hedge ineffectiveness was immaterial. The hedge ratio is 1:1. Interest rate risk The Group enters into interest rate swaps to swap a portion of the interest arising from the Group’s bank borrowings from floating to fixed. Interest payments are highly probable; the hedged risk is the change in the market interest rate. The hedged items are the interest rate cash flows on $110m of US dollar-denominated debt. The interest rate swaps for the euro-denominated debt matured in 2025. The Group’s total borrowings are shown in Note 19 to the financial statements. The principal terms (notional, reset date, tenor) of the hedged items and the hedged instruments have been matched along with the contractual interest cash flows, therefore creating an exact offset for these transactions resulting in a net fixed interest payable. The interest rate swaps and the hedged items are matched (equal and opposite terms of interest rate, date and maturity); this results in a designated hedge ratio of 1:1 or 100%. Hedge ineffectiveness can arise from: Changes in timing of the hedged item A reduction in the amount of the hedged item considered to be highly probable A change in the credit risk of Elementis or the counterparty to the derivative contract Foreign currency basis spreads ![]() Elementis plc Annual Report and Accounts 2025 188 22. Derivative financial instruments and hedging activities continued #### Notes to the consolidated financial statements continued The effect of cash flow hedges in the consolidated income statement and the consolidated statement of other comprehensive income (“OCI”) is as follows: | | | | | | --- | --- | --- | --- | | | Total hedging | Amount | Amount | | | (loss)/gain | reclassified | reclassified from | | | recognised | from OCI to | OCI to the | | | in OCI | profit or loss | balance sheet | | | $m | $m | $m | | 2025 | | | | | Interest rate swaps – cash flow hedges 1 | – | (0.6) | – | | Nickel forward contracts – cash flow hedges 2 | (0.1) | 5.1 | – | | Aluminium forward contracts – cash flow hedges 3 | (0.5) | – | (0.2) | | 2024 | | | | | Interest rate swaps – cash flow hedges 1 | (2.2) | (1.8) | – | | Nickel forward contracts – cash flow hedges 2 | (0.9) | 6.2 | – | | Aluminium forward contracts – cash flow hedges 3 | 0.8 | – | (0.4) | 1 Recorded in finance costs in the income statement. 2 Recorded in loss from discontinued operations in the income statement. 3 Recorded in inventory in the balance sheet. Amounts reclassified from other comprehensive income to profit or loss are due to the hedged item affecting profit or loss in the period. There were no instances of non-occurrence of hedged cash flows in either the current or comparative period. Hedge of net investments in foreign operations The Group seeks to denominate the currency of its borrowings in euros and US dollars in order to match the currency of its cash flows, earnings and assets which are principally denominated in those currencies. The euro and US dollar borrowings in Elementis Holdings Limited are designated as net investment hedges, as the Company’s functional currency is pounds sterling. The Group does not undertake derivative transactions to hedge the foreign currency translation exposures. The Group analyses the euro and US dollar net assets by subsidiary, and the foreign currency borrowings in the name of Elementis Holdings Limited are allocated against certain tranches of net assets. The critical terms of the euro and US dollar borrowings and their corresponding hedged items are therefore the same. The Group performs a qualitative assessment of effectiveness, and it is expected that the value of the euro and US dollar borrowings in pounds sterling and the value of the corresponding hedged items in pounds sterling will systematically move in the opposite direction in response to movements in the underlying exchange rates. The main source of ineffectiveness in these hedging relationships is the impact of a decline in the carrying value of the hedged item compared with the euro and US dollar borrowings, with the result that the value of the hedged item is less than the value of hedging instrument. Foreign currency revaluation on the euro and US dollar borrowings in the name of Elementis Holdings Limited are recorded in other comprehensive income and deferred in the foreign currency translation reserve on the balance sheet as long as the hedge is effective. Any ineffectiveness is recognised in the income statement for that year. Following the sale of the Talc business in May 2025, the Group repaid its euro-denominated borrowings. Upon sale of the Talc business, $2.0m of deferred foreign exchange gains was recycled through to profit and loss, including a portion related to the hedge of net investment in foreign operations. The remaining value, which relates to other euro subsidiaries, will be recycled upon disposal of those subsidiaries. The impact of the hedged items on the statement of comprehensive income is as follows: | | | | | --- | --- | --- | | | 2025 | 2024 | | | Foreign | Foreign | | | currency | currency | | | translation | translation | | | reserve | reserve | | Year ended 31 December | $m | $m | | Net investment in foreign subsidiaries | 11.4 | (23.9) | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 189 22. Derivative financial instruments and hedging activities continued Impact of hedging on equity Set out below is the reconciliation of each component of equity and the analysis of other comprehensive income: | | | | --- | --- | | | | | | Cash flow | Foreign currency | | | hedge | translation | | | reserve | reserve | | | $m | $m | | At 1 January 2024 | 5.9 | (103.4) | | Effective portion of changes in fair value arising from | | | | cash flow hedges | 2.3 | – | | Fair value of cash flow hedges transferred to income statement | (4.4) | – | | Fair value of cash flow hedges transferred to net assets | 0.4 | – | | Foreign currency revaluation of the net foreign operations | – | (23.9) | | Foreign currency revaluation of borrowings | – | 6.5 | | At 31 December 2024 | 4.2 | (120.8) | | Effective portion of changes in fair value arising from | | | | cash flow hedges | 0.6 | – | | Fair value of cash flow hedges transferred to income statement | (4.5) | – | | Fair value of cash flow hedges transferred to net assets | (0.2) | – | | Recycling of deferred foreign exchange gains on disposal | | | | of subsidiary | – | (2.0) | | Foreign currency revaluation of the net foreign operations | – | 11.4 | | Foreign currency revaluation of borrowings | – | 0.9 | | At 31 December 2025 | 0.1 | (110.5) | 23. Financial risk management Risk management objectives The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group’s Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. Trade receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less influence on credit risk. No single customer accounts for a significant proportion of the Group’s revenue. Each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, where available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Board of Directors. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis. The Group applies the IFRS 9 simplified approach in establishing an allowance for ECLs. The Group therefore does not track changes in credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. A provision matrix is used to calculate lifetime ECLs which takes into account the Group’s historical credit loss experience adjusted for historical conditions that are not relevant to future cash flows and forward-looking factors specific to the debtor and economic environment. Investments The Group limits its exposure to credit risk through a treasury policy that imposes graduated limits on the amount of funds that can be deposited with counterparties by reference to the counterparties’ credit ratings, as defined by S&P Global Ratings or Moody’s. Management do not expect any counterparty to fail to meet its obligations. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: | | | | --- | --- | | | | | | Carrying amount | | | | 2025 | 2024 | | | $m | $m | | Trade receivables | 68.9 | 78.1 | | Cash and cash equivalents | 54.6 | 59.9 | | At 31 December | 123.5 | 138.0 | ![]() Elementis plc Annual Report and Accounts 2025 190 23. Financial risk management continued #### Notes to the consolidated financial statements continued The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: | | | | --- | --- | | | | | | Carrying amount | | | | 2025 | 2024 | | | $m | $m | | North America | 22.4 | 21.9 | | Europe | 23.1 | 30.7 | | Rest of the World | 23.4 | 25.5 | | At 31 December | 68.9 | 78.1 | Expected credit losses Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix: | | | | --- | --- | | | | | | 2025 | | | 2024 | | | | | | Expected | Expected | | Expected | Expected | | | Gross | credit loss | credit loss | Gross | credit loss | credit loss | | | $m | rate | $m | $m | rate | $m | | Not past due | 58.7 | 0.0% | – | 67.6 | 0.0% | – | | Past due 0-30 days | 7.4 | 0.0% | – | 9.6 | 0.4% | – | | Past due 31-120 days | 3.0 | 7.1% | (0.2) | 1.0 | 18.7% | (0.3) | | Past due > 121 days | 0.2 | 100% | (0.2) | 0.9 | 80.1% | (0.7) | | Total | 69.3 | | (0.4) | 79.1 | | (1.0) | The movement in the allowance for expected credit losses during the year was as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | At 1 January | 1.0 | 0.9 | | Additional/(released to income statement) – administrative expenses | (0.2) | 0.1 | | Disposal of business | (0.4) | – | | At 31 December | 0.4 | 1.0 | Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s funding policy is to have committed borrowings in place to cover at least 125% of the maximum forecast net borrowings for the next 12-month period. The committed facilities at 31 December were as follows: | | | | --- | --- | | | | | | 2025 | | | 2024 | | | | | Total | Undrawn | Drawn | Total | Undrawn | Drawn | | | committed | committed | committed | committed | committed | committed | | | facilities | facilities | facilities | facilities | facilities | facilities | | | $m | $m | $m | $m | $m | $m | | US dollar term loan | 160.0 | – | 160.0 | 75.0 | – | 75.0 | | Euro term loan | – | – | – | 147.9 | – | 147.9 | | RCF | 250.0 | 170.0 | 80.0 | 250.0 | 250.0 | – | | Lines of credit | 11.4 | 11.2 | 0.2 | 6.3 | 2.1 | 4.2 | | Total | 421.4 | 181.2 | 240.2 | 479.2 | 252.1 | 227.1 | | of which expires after | | | | | | | | more than 1 year | | 170.0 | | | 250.0 | | In addition, some suppliers have access to utilise the Group’s supplier finance programme, which is provided by US Bank. There is no cost to the Group for providing this programme as the cost is borne by the suppliers. The programme allows suppliers to choose whether they want to accelerate the payment of their invoices, by the financing banks, at a low interest cost. The amounts outstanding to the banks are presented within trade and other payables, and the cash flows are presented with cash flows from operating activities. At the end of the period, the total facility with US Bank was $3.0m (2024: $3.0m), with the net balance outstanding of $nil (2024: $1.1m). ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 191 23. Financial risk management continued Exposure to liquidity risk The maturity analyses for financial liabilities showing the anticipated remaining contractual undiscounted cash flows, including future interest payments, at current-year exchange rates and assuming floating interest rates remain at the latest fixing rates, are: | | | | --- | --- | | | | | | 31 December 2025 | | | | | | | Within 1 year | 1 to 2 years | 2 to 5 years | After 5 years | Total | | | $m | $m | $m | $m | $m | | Non-derivative | | | | | | | financial liabilities: | | | | | | | Loans and borrowings | 61.9 | 9.4 | 203.2 | – | 274.5 | | Trade and other payables | 91.3 | – | – | – | 91.3 | | Lease liabilities | 4.5 | 3.4 | 7.4 | 9.9 | 25.2 | | Total | 157.7 | 12.8 | 210.6 | 9.9 | 391.0 | | Derivative | | | | | | | financial liabilities: | | | | | | | Interest rate swaps | (0.3) | (0.1) | – | – | (0.4) | | Commodity swap contracts | 0.2 | – | – | – | 0.2 | | Total | (0.1) | (0.1) | – | – | (0.2) | Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group uses derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Board. Market risk – currency risk The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a foreign currency other than the respective functional currencies of Group entities, primarily the US dollar and the euro. Interest on borrowings is denominated in currencies that match the cash flows generated by the underlying operations of the Group, primarily US dollar, but also euro. This provides an economic hedge in instances where hedging derivatives are not entered into. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. The Group’s net investment in overseas subsidiaries creates exposure to foreign exchange fluctuations. The risk is hedged by US dollar- and euro-denominated drawdowns under the syndicated facility designated as the hedged item in net investment hedge relationships. This mitigates the currency risk arising from the retranslation of a subsidiary’s net assets into pounds sterling, the functional currency of the ultimate parent Elementis plc. Currency risk sensitivity analysis The following table illustrates the effect on the income statement and items that are recognised directly in equity that would result from a 10% strengthening of the US dollar against the following currencies, before the effect of tax. The analysis covers only financial assets and liabilities held at the balance sheet date and assumes that all other variables, in particular interest rates, remain constant. | | | | --- | --- | | | | | | 2025 | | 2024 | | | | Income | | Income | | | | statement | Equity | statement | Equity | | | $m | $m | $m | $m | | Gain from US dollar strengthening | | | | | | 10% against euro | 0.1 | 0.1 | 0.4 | 0.4 | | Gain/(loss) from US dollar | | | | | | strengthening 10% against sterling | 0.3 | (26.4) | 0.1 | (8.2) | Market risk – interest rate The Group’s policy is to borrow at both fixed and floating interest rates and to use interest rate swaps to generate the required interest profile. These interest swaps are designated within cash flow hedging relationships with the interest payments on the borrowings they are hedging. The risk being hedged is the exposure of the Group to market rate volatility on a portion of the core Group debt. The Group policy does not require that a specific proportion of the Group’s borrowings are at fixed rates of interest. Interest rate sensitivity analysis A change of 100 basis points (“bps”) (1%) in interest rates would have impacted profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. | | | | --- | --- | | | | | | 2025 | | 2024 | | | | 100bps | 100bps | 100bps | 100bps | | | increase | decrease | increase | decrease | | | $m | $m | $m | $m | | Variable rate instruments – gain/(loss) | 1.1 | (1.1) | 0.2 | (0.2) | ![]() Elementis plc Annual Report and Accounts 2025 192 23. Financial risk management continued #### Notes to the consolidated financial statements continued Market risk – commodity price risk The Group is exposed to movements in the prices of aluminium commodities it purchases. The volatility in the prices of these commodities has led to the decision to enter into commodity swap contracts. The swap contracts do not result in physical delivery, but are designated as cash flow hedges to offset the effect of price changes. Commodity price sensitivity analysis In 2025 and 2024 the Group’s aluminium purchases were fully hedged and all aluminium swap derivatives achieved hedge accounting; there was no impact on profit or loss and no sensitivity is presented. Other market price risk Equity price risk arises from equity securities held within the Group’s defined benefit pension obligations. In respect of the US schemes, management monitors the mix of debt and equity securities in its investment portfolio based on market expectations. The primary goal of the Group’s investment strategy is to maximise investment returns, without excessive risk-taking, in order to meet partially the Group’s unfunded benefit obligations; management is assisted by external advisers in this regard. In respect of the UK scheme, the investment strategy is set by the trustees and the Board is kept informed. Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence, sustain future development of the business and maximise shareholder value. The capital structure of the Group consists of debt (see Note 19), cash and cash equivalents (see Note 20) and equity attributable to equity holders of the parent comprising capital, reserves and retained earnings (see Statement of changes in equity). The Group utilises a mix of debt funding sources including term loans and RCFs from the Group’s syndicated borrowing facility with differing maturities to ensure continuity and provide flexibility. The Group is subject to two financial covenants which apply to the Group’s syndicated borrowing facilities. Following the refinancing on 29 May 2024, the Group is required to maintain a ratio of net debt/EBITDA (post IFRS 16) of less than 3.50x and a minimum net interest cover of 3.0x (in relation to earnings before net interest expense and tax). The post-IFRS 16 net debt/EBITDA ratio stood at 1.4x at 31 December 2025 (2024: 1.3x) and the Directors anticipate the strong cash generation of the Group will continue to drive a deleveraging profile going forward. Net interest cover at 31 December 2025 was 8.6x (2024: 6.7x). The Board monitors the adjusted ROCE, both including and excluding goodwill, as defined on page 209. The dividend policy is set out in the Chair’s statement on page 8. 24. Leases Group as lessee The Group has lease contracts for various items of property, plant, machinery, vehicles and other equipment used in its operations. Disclosures in relation to right-of-use assets are included within Note 11 – Property, plant and equipment. The Group also has certain leases with lease terms of 12 months or less and leases of low-value assets to which the Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions. The weighted average incremental borrowing rate applied to lease liabilities is 5.9% (2024: 5.8%). The following are the amounts recognised in profit or loss: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Depreciation expense on right-of-use assets | 3.0 | 5.3 | | Interest expense on lease liabilities | 0.9 | 1.4 | | Expense related to short-term leases and low-value assets | 0.3 | 0.3 | | Expense relating to variable lease payments not included in | | | | lease liabilities | 1.0 | 1.0 | Set out below are the carrying amounts of lease liabilities and the movements during the period: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | At 1 January | 34.7 | 36.2 | | Remeasurement of lease liabilities | (5.2) | | | Additions | 1.4 | 4.8 | | Disposals | (7.2) | – | | Interest expense | 0.9 | 1.4 | | Payments | (5.5) | (6.7) | | Foreign exchange movements | 1.3 | (1.0) | | At 31 December | 20.4 | 34.7 | The maturity analysis of lease liabilities is as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Within one year | 4.5 | 5.9 | | In the second to fifth years inclusive | 10.8 | 16.7 | | After five years | 5.1 | 12.1 | | At 31 December | 20.4 | 34.7 | At 31 December 2025 there were no leases that had not yet commenced to which the Group had committed. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 193 25. Retirement benefit obligations The Group has a number of contributory and non-contributory post-retirement benefit plans providing retirement benefits for the majority of employees and Executive Directors. At 31 December 2025, the main schemes in the UK and US were of the defined benefit type, the benefit being based on number of years of service and either the employee’s final remuneration or the employee’s average remuneration during a period of years before retirement. The assets of these schemes are held in separate trustee-administered funds or are unfunded but provided for on the Group balance sheet. The UK defined benefit scheme had a surplus under IAS 19 of $21.1m (2024: $23.0m). In addition, the US defined benefit scheme also had a surplus under IAS 19 of $5.4m (2024: $4.6m). In accordance with the requirements of IFRIC 14, management have concluded that the unconditional right to a refund of any surplus under any winding up of the plan provides sufficient evidence that an asset ceiling does not exist and as such the full surplus has been recognised. In addition the Group operates an unfunded post-retirement medical benefit (“PRMB”) scheme in the US. The entitlement to these benefits is usually based on the employee remaining in service until retirement age and completion of a minimum service period. Other employee benefit schemes included in the table overleaf relate to two unfunded pension schemes, a long-term service award scheme in Germany and a special benefits programme for a small number of former employees of the Eaglescliffe plant. The Group also acquired two further unfunded pension schemes and two long-term service award schemes, all in Germany, as part of the SummitReheis acquisition in 2017. These are included within this category. The Group also operates a small number of defined contribution schemes, and the contributions payable during the year are recognised as incurred. The pension charge for the defined contribution pension schemes for the year is $2.2m (2024: $3.6m). Employer contributions in 2025 were $nil (2024: $nil) to the UK scheme and $1.9m (2024: $1.0m) to US schemes. Top-up contributions to the UK scheme in 2026 will be $nil based on the 2024 triennial valuation. The Group is aware of a case involving Virgin Media and NTL Pension Trustee and the decision on 24 July 2024, upholding the High Court’s ruling in the Virgin Media v NTL Pension Trustees II court case relating to section 37 and contracted-out defined benefit scheme amendments. The Trustees to the scheme have considered the implications of this case for the UK scheme, and have concluded that no additional liabilities are required as a result of this ruling. This is because the ruling does not apply to the UK scheme, which was not contracted out over the relevant period. Net defined benefit liability The net liability was as follows: | | | | --- | --- | | | | | | UK | US | US | | | | | pension | pension | PRMB | | | | | scheme | schemes | scheme | Other | Total | | | $m | $m | $m | $m | $m | | 2025 | | | | | | | Total market value of assets | 419.0 | 88.6 | – | – | 507.6 | | Present value of scheme liabilities | (397.9) | (83.2) | (3.3) | (5.4) | (489.8) | | Net asset/(liability) recognised in the | | | | | | | balance sheet | 21.1 | 5.4 | (3.3) | (5.4) | 17.8 | | 2024 | | | | | | | Total market value of assets | 414.0 | 88.5 | – | – | 502.5 | | Present value of scheme liabilities | (391.0) | (83.9) | (3.4) | (5.2) | (483.5) | | Net asset/(liability) recognised in the | | | | | | | balance sheet | 23.0 | 4.6 | (3.4) | (5.2) | 19.0 | Plan assets Plan assets for the schemes comprise: | | | | --- | --- | | | | | | UK | US | US | | | | | pension | pension | PRMB | Other | | | | scheme | schemes | scheme | schemes | Total | | | $m | $m | $m | $m | $m | | Equities | – | 5.2 | – | – | 5.2 | | Bonds 1 | 402.1 | 67.4 | – | – | 469.5 | | Cash/liquidity funds | 16.9 | 16.0 | – | – | 32.9 | | At 31 December 2025 | 419.0 | 88.6 | – | – | 507.6 | | Equities | 60.0 | 4.8 | – | – | 64.8 | | Bonds 1 | 297.9 | 72.1 | – | – | 370.0 | | Cash/liquidity funds | 56.1 | 11.6 | – | – | 67.7 | | At 31 December 2024 | 414.0 | 88.5 | – | – | 502.5 | 1 Including LDI repurchase agreement liabilities. To reduce volatility risk, a liability-driven investment (“LDI”) strategy forms part of the Trustees’ management of the UK defined benefit scheme’s assets, including government bonds, corporate bonds and derivatives. The bond assets category in the table above includes gross assets of $432.7m (2024: $298.3m) and associated repurchase agreement liabilities of $30.6m (2024: $nil). Repurchase agreements are entered into with counterparties to better offset the scheme’s exposure to interest and inflation rates, while remaining invested in assets of a similar risk profile. Interest rate and inflation rate derivatives are also employed to complement the use of fixed and index-linked bonds in matching the profile of the scheme’s liabilities. ![]() Elementis plc Annual Report and Accounts 2025 194 #### Notes to the consolidated financial statements continued 25. Retirement benefit obligations continued All equities, bonds and liquidity funds have quoted prices in active markets. Other assets include insured annuities, an insurance fund and various swap products. Within the UK pension scheme, the current asset allocation is approximately 71% in a liability matching fund consisting of gilts (fixed interest and index linked), bonds, cash and swaps, 23% in a buy and maintain fund, and 6% in an investment fund that includes various equity and equity- like funds. The aim of the trustees is to manage the risk relative to the liabilities associated with the scheme’s investments through a combination of diversification, inflation protection and hedging of risk (currency, interest rate and inflation risk). The US scheme currently has approximately 6% of its asset value invested in a range of equity funds designed to target higher returns and thus reduce the pension deficit, with the balance invested in fixed-income bonds and cash. The strategy is that as the deficit reduces, a greater proportion of investments will be made into liability matching funds. Fair value of plan assets Changes in the fair value of plan assets for the schemes are as follows: | | | | --- | --- | | | | | | UK | US | US | | | | | pension | pension | PRMB | Other | | | | scheme | schemes | scheme | schemes | Total | | | $m | $m | $m | $m | $m | | At 1 January 2024 | 483.6 | 93.8 | – | – | 577.4 | | Expected return | 20.7 | 4.3 | – | – | 25.0 | | Running costs | (1.4) | (0.4) | – | – | (1.8) | | Actuarial gains | (46.2) | (2.2) | – | – | (48.4) | | Contributions by employer | – | 0.4 | – | – | 0.4 | | Benefits paid | (34.9) | (7.4) | – | – | (42.3) | | Exchange differences | (7.8) | – | – | – | (7.8) | | At 31 December 2024 | 414.0 | 88.5 | – | – | 502.5 | | Expected return | 22.7 | 4.5 | – | – | 27.2 | | Running costs | (2.1) | (0.5) | – | – | (2.6) | | Actuarial losses | (10.3) | 1.8 | – | – | (8.5) | | Contributions by employer | – | 1.2 | – | – | 1.2 | | Benefits paid | (35.7) | (6.9) | – | – | (42.6) | | Exchange differences | 30.4 | – | – | – | 30.4 | | At 31 December 2025 | 419.0 | 88.6 | – | – | 507.6 | Defined benefit obligation Changes in the present value of the defined benefit obligation for the schemes are as follows: | | | | --- | --- | | | | | | UK | US | US | | | | | pension | pension | PRMB | Other | | | | scheme | schemes | scheme | schemes | Total | | | $m | $m | $m | $m | $m | | At 1 January 2024 | (444.9) | (90.4) | (3.4) | (5.6) | (544.3) | | Service cost | (0.1) | (0.3) | – | (0.1) | (0.5) | | Past service cost | – | – | – | – | – | | Interest cost | (19.0) | (4.2) | (0.2) | (0.2) | (23.6) | | Actuarial gains/(losses) | | | | | | | – demographic assumptions | 8.5 | – | – | – | 8.5 | | – financial assumptions | 26.8 | 4.1 | (0.4) | – | 30.5 | | – experience adjustments | (4.4) | (0.5) | – | – | (4.9) | | Benefits paid | 34.9 | 7.4 | 0.6 | 0.3 | 43.2 | | Exchange differences | 7.2 | – | – | 0.4 | 7.6 | | At 31 December 2024 | (391.0) | (83.9) | (3.4) | (5.2) | (483.5) | | Service cost | (0.1) | (0.4) | – | (0.1) | (0.6) | | Past service cost | – | – | – | – | – | | Interest cost | (21.4) | (4.3) | (0.2) | (0.2) | (26.1) | | Actuarial gains/(losses) | | | | | | | – demographic assumptions | (0.5) | – | – | – | (0.5) | | – financial assumptions | 11.4 | (1.2) | (0.4) | 0.1 | 9.9 | | – experience adjustments | (3.7) | (0.3) | – | – | (4.0) | | Benefits paid | 35.7 | 6.9 | 0.7 | 0.5 | 43.8 | | Exchange differences | (28.3) | – | – | (0.5) | (28.8) | | At 31 December 2025 | (397.9) | (83.2) | (3.3) | (5.4) | (489.8) | Recognised in profit and loss | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Current service cost | (0.6) | (0.5) | | Running costs | (2.6) | (1.8) | | Net interest income | 1.1 | 1.4 | | Total | (2.1) | (0.9) | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 195 25. Retirement benefit obligations continued Recognised in statement of other comprehensive income | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Return on plan assets excluding interest income | (8.5) | (48.4) | | Actuarial (losses)/gains arising from demographic assumptions | (0.5) | 8.5 | | Actuarial gains from financial assumptions | 9.9 | 30.5 | | Actuarial losses arising from experience adjustment | (4.0) | (4.9) | | Exchange differences | 1.6 | (0.2) | | Total | (1.5) | (14.5) | Actuarial assumptions A full actuarial valuation was carried out as at 30 September 2025 for the UK scheme and as at 31 December 2025 for the US schemes. The principal assumptions used by the actuaries for the major schemes have been updated by the actuaries at the balance sheet date and were as follows: | | | | --- | --- | | | | | | UK | | US | | | | 2025 | 2024 | 2025 | 2024 | | | % | % | % | % | | Rate of increase in salaries | 3.9 | 4.3 | 3.0 | 3.0 | | Rate of increase in pensions payment | 2.8 | 3.1 | n/a | n/a | | Discount rate | 5.4 | 5.4 | 5.2 | 5.4 | | Inflation | 2.9 | 3.3 | 2.4 | 2.4 | The assumed life expectancies on retirement are: | | | | --- | --- | | | | | | UK | | US | | | | 2025 | 2024 | 2025 | 2024 | | | years | years | years | years | | Retiring at 31 December | | | | | | Males | 21 | 21 | 21 | 21 | | Females | 23 | 23 | 23 | 23 | | Retiring in 20 years | | | | | | Males | 22 | 22 | 21 | 21 | | Females | 25 | 25 | 23 | 23 | The main assumptions for the PRMB scheme are a discount rate of 5.2% (2024: 5.4%) per annum and a healthcare cost trend of 6.2% (2024: 6.8%) per annum for claims pre age 65, reducing to 4.1% per annum by 2034 (2024: 4.0%). Actuarial valuations of retirement benefit plans in other jurisdictions have either not been updated for IAS 19 purposes or have been disclosed separately because of the costs involved and the considerably smaller scheme sizes and numbers of employees involved. At 31 December 2025, the weighted average duration of the defined benefit obligations for the major schemes was as follows: UK: 9 years US: 8 years Sensitivity analysis The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below: | | | | --- | --- | | | | | Assumption | Change in assumption | Impact on UK scheme | Impact on US scheme | | Discount rate | Increased/ | Decreased/ | Decreased/ | | | decreased by 0.5% | increased by 4% | increased by 4% | | Rate of inflation | Increased/ | Increased/ | Increased/ | | | decreased by 0.5% | decreased by 3% | decreased by 0% | | Rate of salary growth | Increased/ | Increased/ | Increased/ | | | decreased by 0.5% | decreased by 0% | decreased by 0% | | Rate of mortality | Increased | Increased by 5% | Increased by 3% | | | by 1 year | | | The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. These sensitivities have been calculated to show the movement of the defined obligation following a change in a particular assumption in isolation, assuming no other changes in market conditions. ![]() Elementis plc Annual Report and Accounts 2025 196 #### Notes to the consolidated financial statements continued 26. Share-based payments The Group maintains a number of active share option and award plans and schemes for its employees. These are as follows: Savings-related options Options are granted under the tax-advantaged Save As You Earn (“SAYE”) share option scheme in the UK. The SAYE allows UK-based eligible employees to acquire options over the Company’s shares at a discount of up to 20% of their market value at the date of grant. Options are normally exercisable during the six-month period following either the third or fifth anniversary of the start of the relevant savings contract. Savings contracts are subject to the statutory savings limit of £500 per month. US-based employees can enter into a similar share-save scheme. Employees can enter into two-year savings contracts saving up to a maximum of $2,000 per month, allowing eligible employees to acquire options over the Company’s shares at a discount of up to 15% of their market value at the date of grant. Long-term incentive plan awards The LTIP is a discretionary employee share scheme for Executive Directors and senior managers within the Company. The vesting of the awards are subject to performance conditions over a three-year period at the discretion of the Remuneration Committee. The performance conditions of the LTIP are detailed in the Remuneration Report on pages 121 and 122. As approved at the 2018 AGM, restricted shares (i.e. shares that vest based on time only) are awarded to participants below Board level. Shadow LTIPs are in place for senior managers based in China and Malaysia. Deferred share bonus plan (“DSBP”) awards The DSBP operates exclusively for the Executive Directors. Under this scheme, 50% of any cash bonus payable is awarded in shares and deferred for two years. There are no other performance conditions other than continued employment. Legacy schemes Prior to the introduction of the LTIP for senior managers, certain employees participated in the Executive Share Option Scheme (“ESOS”). The ESOS, except for outstanding awards which will run their course, has been discontinued. The Company operated a shadow ESOS for a number of senior managers, who were employed or based in China or Malaysia. Share-based payment awards were valued (as shown in the table below) using the binomial option pricing model. The weighted fair value per award granted and the weighted average assumptions used in the calculations are as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | Fair value per option (pence) | 130.7 | 133.5 | | Expected volatility (%) | 28.0 | 31.0 | | Risk-free rate (%) | 3.9 | 3.9 | | Expected dividend yield (%) | 2.4 | 2.1 | Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous five years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The Group recognised total expenses of $6.9m (2024: $6.1m) related to share-based payment transactions during the year. At 31 December 2025, the following options/awards to subscribe for ordinary shares were outstanding: | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Exercisable | | At 1 | | | | At 31 | | | Exercise | | | January | | | | December | | | price | | | 2025 | Granted | Exercised | Expired | 2025 | | Year of grant | (p) 1 | From | To | ’000 | ’000 | ’000 | ’000 | ’000 | | UK savings-related share option scheme | | | | | | | | | | 2021 | 117.00 | 01/11/24 | 01/05/25 | 9 | – | (9) | – | – | | 2022 | 88.00 | 01/11/25 | 01/05/26 | 108 | – | (72) | (5) | 31 | | 2023 | 91.00 | 01/11/26 | 01/05/27 | 292 | – | – | (10) | 282 | | 2023 | 91.00 | 01/11/28 | 01/05/29 | 49 | – | – | | 49 | | 2024 | 126.00 | 01/11/27 | 01/05/28 | 131 | – | – | (36) | 95 | | 2025 | 134.00 | 16/09/28 | 01/05/29 | – | 117 | – | (3) | 114 | | | | | | 589 | 117 | (81) | (54) | 571 | | US savings-related share option scheme | | | | | | | | | | 2022 | 92.31 15/09/24 | | 15/12/24 | 118 | – | (6) | (112) | – | | 2023 | 94.86 15/09/25 | | 15/12/26 | 195 | – | (125) | (30) | 40 | | 2024 | 140.25 15/09/26 | | 15/12/27 | 233 | – | – | (19) | 214 | | 2025 | 137.53 22/09/27 | | 15/12/28 | – | 109 | – | – | 109 | | | | | | 546 | 109 | (131) | (161) | 363 | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 197 26. Share-based payments continued | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Exercisable | | At 1 | | | | At 31 | | | Exercise | | | January | | | | December | | | price | | | 2025 | Granted | Exercised | Expired | 2025 | | Year of grant | (p) 1 | From | To | ’000 | ’000 | ’000 | ’000 | ’000 | | Executive share option schemes/awards | | | | | | | | | | granted under the LTIP 7 | | | | | | | | | | 2015 | 290.20 | 27/04/18 | 27/04/25 | 7 | – | – | (7) | – | | 2016 | 218.17 | 04/04/19 04/04/26 | | 21 | – | – | – | 21 | | 2017 3 | Nil | 07/03/17 | 07/03/27 | 92 | – | – | – | 92 | | 2017 5 | Nil | 07/03/19 | 07/03/27 | 7 | – | – | – | 7 | | 2017 6 | Nil | 07/03/20 | 07/03/27 | 17 | – | – | – | 17 | | 2017 2 | 264.66 | 03/04/20 | 03/04/27 | 31 | – | – | – | 31 | | 2018 5 | Nil | 05/03/20 | 05/03/28 | 73 | – | – | – | 73 | | 2019 5 | Nil | 06/03/21 | 06/03/29 | 49 | – | – | – | 49 | | 2020 5 | Nil | 05/03/23 | 05/03/30 | 76 | – | – | – | 76 | | 2020 4,7 | Nil | 07/04/23 | 07/04/30 | 7 | – | (7) | – | – | | 2020 4,7 | Nil | 07/04/23 | 07/04/30 | 31 | – | (31) | – | – | | 2020 4,7 | Nil | 07/04/23 | 07/04/30 | 24 | – | (12) | – | 12 | | 2020 4,7 | Nil | 07/04/23 | 07/04/30 | 9 | – | – | – | 9 | | 2021 7 | Nil | 06/04/24 | 06/04/31 | 22 | – | (22) | – | – | | 2021 7 | Nil | 06/04/24 | 06/04/31 | 57 | – | (48) | – | 9 | | 2021 7 | Nil | 06/04/24 | 01/10/31 | 26 | – | (10) | – | 16 | | 2022 7 | Nil | 05/03/25 | 05/03/32 | 213 | – | – | – | 213 | | 2022 4,7 | Nil | 01/04/25 | 01/04/32 | 4,309 | – | (2,539) | (1,701) | 69 | | 2022 7 | Nil | 29/06/25 | 29/06/32 | 81 | – | (69) | – | 12 | | 2022 | Nil | 19/10/24 | 19/10/32 | 12 | – | (12) | – | – | | 2022 | Nil | 01/12/25 | 01/12/32 | 18 | – | (18) | – | – | | 2023 5 | Nil | 31/07/25 | 08/03/33 | 374 | – | (374) | – | – | | 2023 8 | Nil | 31/03/26 | 08/03/33 | 148 | – | – | – | 148 | | 2023 4,7 | Nil | 03/04/26 | 03/04/33 | 4,521 | – | (95) | (644) | 3,782 | | 2023 | Nil | 21/06/25 | 21/06/33 | 20 | – | (20) | – | – | | 2023 | Nil | 24/07/25 | 24/07/33 | 14 | – | – | (14) | – | | 2023 8 | Nil | 03/04/25 | 03/04/33 | 288 | – | (95) | (7) | 186 | | 2024 8 | Nil | 31/03/26 | 08/03/34 | 138 | – | – | – | 138 | | 2024 5 | Nil | 31/07/25 | 08/03/34 | 324 | – | (324) | – | – | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Exercisable | | At 1 | | | | At 31 | | | Exercise | | | January | | | | December | | | price | | | 2025 | Granted | Exercised | Expired | 2025 | | Year of grant | (p) 1 | From | To | ’000 | ’000 | ’000 | ’000 | ’000 | | 2024 4,7 | Nil | 08/04/27 | 08/04/34 | 3,660 | – | – | (1,018) | 2,642 | | 2024 | Nil | 08/04/26 | 08/04/26 | 27 | – | – | – | 27 | | 2024 7 | Nil | 07/10/27 | 07/10/27 | 155 | – | – | (3) | 152 | | 2025 6 | Nil | 31/03/26 | 30/05/35 | – | 146 | – | – | 146 | | 2025 6 | Nil | 31/07/25 | 30/05/35 | – | 324 | (324) | – | – | | 2025 4,7 | Nil | 30/05/28 | 30/05/35 | – | 2,977 | – | (130) | 2,847 | | 2025 8 | Nil | 30/05/27 | 30/05/35 | – | 72 | – | – | 72 | | 2025 | Nil | 03/04/26 | 26/05/35 | – | 106 | – | – | 106 | | 2025 | Nil | 08/04/27 | 26/05/35 | – | 45 | – | – | 45 | | 2025 | Nil | 26/08/28 | 26/08/35 | – | 68 | – | – | 68 | | 2025 | Nil | 03/11/28 | 03/11/35 | – | 426 | – | – | 426 | | 2025 | Nil | 26/11/27 | 26/11/35 | – | 64 | – | – | 64 | | | | | | 14,562 | 4,228 | (3,905) | (3,517) | 11,368 | 1 Where necessary option prices were adjusted by a factor of 1.092715 to reflect the dilutive effects of the 2018 Rights Issue. 2 These options include cash-settled shadow executive options granted to a number of executives on the same basis as the executive options (with the same performance conditions and exercise provisions). These shadow options are included in the calculation of the total expenses recognised by the Group related to share-based payments. The closing balance of the options shown above include no shadow options. 3 Awards made as one-off agreements that borrow from the terms of the LTIP. 4 These options include cash-settled shadow LTIPs granted to a number of executives on the same basis as the LTIP (with the same performance conditions and exercise provisions). These shadow LTIPs are included in the calculation of the total expenses recognised by the Group related to share-based payments. 5 Conditional share award under the DSBP. 6 Awards made as one-off agreements under the DSBP (nil cost options). 7 The closing balance of 2020, 2021, 2022, 2023, 2024 and 2025 LTIPs shown above include approximately 21,068, 24,836, 80,117, 44,651, 107,073 and 85,866 shadow LTIPs respectively. 8 Conditional share award under the DSBP (nil cost award, structured as restricted share units). ![]() Elementis plc Annual Report and Accounts 2025 198 #### Notes to the consolidated financial statements continued 26. Share-based payments continued The weighted average remaining contractual life of the above shares outstanding at 31 December 2025 was 6.2 years (2024: 5.6 years). The weighted average exercise prices of options disclosed in the previous table were as follows: | | | | --- | --- | | | | | | 2025 | 2024 | | | Average | Average | | | exercise price | exercise price | | | (p) | (p) | | At 1 January | 8.6 | 8.6 | | Granted | 6.9 | 10.5 | | Exercised | 6.6 | 10.4 | | Expired | 6.4 | 12.3 | | At 31 December | 9.9 | 8.6 | | Exercisable at 31 December | 20.1 | 38.3 | The weighted average share price at the date of exercise of share options exercised during the year was 6.7 pence (2024: 10.6 pence). The number of exercisable options outstanding as at 31 December 2025 was 963,789 (2024: 667,924). 27. Related-party transactions The Company is a guarantor to the UK pension scheme under which it guarantees all current and future obligations of UK subsidiaries currently participating in the pension scheme to make payments to the scheme, up to a specified maximum amount. The maximum amount of the guarantee is that which is needed (at the time the guarantee is called on) to bring the scheme’s funding level up to 105% of its liabilities, calculated in accordance with section 179 of the Pensions Act 2004. This is also sometimes known as a Pension Protection Fund (“PPF”) guarantee, as having such a guarantee in place reduces the annual PPF levy on the scheme. The Group consists of the parent company, Elementis plc, being the ultimate parent company of the Group, incorporated in the United Kingdom and its subsidiaries and associates. In accordance with Section 409 of the Companies Act 2006, a full list of related undertakings, the country of incorporation and the effective percentage of equity owned as at 31 December 2025 is disclosed in Note 6 to the parent company financial statements. The remuneration of key management personnel of the Group, which is defined as the Board of Directors, is shown below: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Salaries and short-term employee benefits | 4.1 | 4.1 | | Post-employment benefits | 0.3 | 0.3 | | Other long-term benefits | 0.3 | 0.3 | | Share-based payments | 3.2 | 1.8 | | Total | 7.9 | 6.5 | Full details of all elements of the remuneration of Directors is set out in the Directors’ Remuneration report on pages 121-143. 28. Movement in net borrowings | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Change in net borrowings resulting from cash flows: | | | | Decrease in cash and cash equivalents | (15.6) | (3.2) | | Increase in short-term borrowings | (50.0) | – | | Decrease in long-term borrowings | 47.8 | 34.8 | | | (17.8) | 31.6 | | Currency translation differences | (10.4) | 7.3 | | (Increase)/decrease in net borrowings | (28.2) | 38.9 | | Held for sale cash | – | 5.9 | | Net borrowings at 1 January | (157.2) | (202.0) | | Net borrowings at 31 December | (185.4) | (157.2) | ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 199 28. Movement in net borrowings continued | | | | | | | | --- | --- | --- | --- | --- | --- | | | Bank and other | Lease | Total financing | Cash and cash | Net debt and | | | borrowings | liabilities | liabilities | equivalents | lease liabilities | | | $m | $m | $m | $m | $m | | At 1 January 2024 | (267.8) | (35.5) | (303.3) | 65.8 | (237.5) | | Exchange rate | | | | | | | adjustments | 10.1 | 0.8 | 10.9 | (2.7) | 8.2 | | Cash flows from | | | | | | | financing activities | 34.8 | 6.7 | 41.5 | 2.7 | 44.2 | | Other movements | – | (6.4) | (6.4) | – | (6.4) | | Transferred to held | | | | | | | for sale | – | – | – | (5.9) | (5.9) | | At 31 December 2024 | (222.9) | (34.4) | (257.3) | 59.9 | (197.4) | | Exchange rate | | | | | | | adjustments | (14.9) | (1.4) | (16.3) | 4.4 | (11.9) | | Business disposed | – | 7.2 | 7.2 | – | 7.2 | | Cash flows from | | | | | | | financing activities | (2.2) | 5.5 | 3.3 | (15.6) | (12.3) | | Other movements | – | 2.7 | 2.7 | 5.9 | 8.6 | | At 31 December 2025 | (240.0) | (20.4) | (260.4) | 54.6 | (205.8) | Included in the net movement of other loans and borrowings of $79.7m (2024: $9.6m) are total drawdowns of $115.4m (2024: $86.6m) and total repayments of $35.7m (2024: $96.2m). 29. Dividends An interim dividend of 1.3 cents per share (2024: 1.1 cents per share) was paid on 26 September 2025, and the Group is proposing a final dividend for the year of 3.0 cents per share (2024: 2.9 cents per share). The total dividend for the year is 4.3 cents per share (2024: 4.0 cents per share). The amount payable for the final dividend, based on the anticipated number of qualifying ordinary shares registered on the record date, is $17.1m. If approved at the AGM, the dividend will be paid on 29 May 2026 to shareholders included on the share register on 1 May 2026. The payment of this dividend will not have any tax consequences for the Group. 30. Contingent liabilities As is the case with other chemical companies, the Group occasionally receives notice of litigation relating to regulatory and legal matters. A provision is recognised when the Group believes it has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where it is deemed that an obligation is merely possible and that the probability of a material outflow is not remote, the Group would disclose a contingent liability. During 2021 HM Revenue and Customs (“HMRC”) opened a tax audit into the 2019 tax returns of certain UK Group entities, focused specifically on the tax-efficient financing structure set up in 2014. The Group has been working constructively with HMRC and will move to settle some aspects of the audit, reflected in the tax provision booked within the 2025 Annual Report and Accounts. On other matters the Group continues to come to a different conclusion to HMRC, based on legal advice received, and will continue discussions. At this stage management have concluded that there is a possible obligation with an outcome ranging from $0m to $32.5m. During Q4 2023, an environmental incident occurred at the Eaglescliffe site, which, following investigation during H1 2024, is likely to require additional remediation work at the site and could result in a fine from the relevant supervisory body. Under the terms of the sale and purchase agreement with Flacks Group, signed in March 2025, Flacks Group are responsible for the cost of any remediation and associated fine. As the terms of the sale and purchase agreement state that Elementis must pay any amount due and then reclaim the amount from Flacks Group via the indemnity clause we have disclosed the event. Management have concluded at this stage that the obligation cannot be measured with sufficient reliability. 31. Events after the balance sheet date On 3 March 2026, Elementis entered into a share purchase agreement to sell its pharmaceutical manufacturing business to Associated British Foods for an enterprise value of c.€34m (equivalent to c.$40m). Completion of the transaction is subject to customary closing conditions and regulatory approvals and is expected to occur in Q2 2026. There were no other significant events after the balance sheet date. 32. Business acquisitions 2025 business acquisitions On 26 November 2025 the Group acquired 100% of the outstanding shares of Alchemy Ingredients Limited (“Alchemy”) for consideration of £18.7m ($24.7m), with cash acquired of £1.9m ($2.5m). Alchemy is a leading creator of innovative, high-quality, sustainable ingredients for the global personal care industry, focused on rheology modifiers that affect a material’s flow to enhance the performance and appeal of cosmetics and skin care. ![]() Elementis plc Annual Report and Accounts 2025 200 32. Business acquisitions continued #### Notes to the consolidated financial statements continued Details of provisional fair value of assets and liabilities acquired at 26 November 2025 were: | | | | --- | --- | | | | | | 2025 | | | $m | | Intangible assets | 11.9 | | Inventories | 1.3 | | Trade and other receivables | 1.1 | | Total assets | 14.3 | | Trade and other payables | (0.4) | | Tax liabilities | (3.0) | | Total liabilities | (3.4) | | Net assets acquired | 10.9 | | Goodwill arising from acquisition of Alchemy | 11.3 | | | 22.2 | At 31 December 2025, the accounting for the acquisition is provisional and any adjustments ultimately deemed necessary to these provisional amounts will be recognised within 12 months of the acquisition date, in accordance with IFRS 3. The fair value of consideration is £18.7m ($24.7m) which includes £17.1m ($22.6m) of cash proceeds, £1.5m ($2.0m) of contingent consideration which is payable within 18 months of the transaction, and £0.1m ($0.1m) which was paid in February 2026. The fair value determination of contingent consideration is dependent on the outcome of a compliance review. The outcome of the review may result in a reduction of some or all of the contingent consideration payable to the seller. At 31 December 2025, the compliance review remains ongoing and therefore it is not possible to reliably estimate the fair value of the contingent consideration. The full amount of the contingent consideration has been included as consideration in the provisional acquisition accounting. Included in the net assets acquired are intangible assets of £9.0m ($11.9m) relating to customer relationships, technology and brand, which have been identified and measured at their acquisition date fair value. The valuation techniques used for measuring these intangible assets were: Customer relationships of £2.7m ($3.5m) with a useful life of 15 years, have been valued using a distributor method, in which the value is equal to the present value of the projected return that would be required by a distributor over the relationship’s life. Technology of £5.9m ($7.8m) with a useful life of 14 years, has been valued using a functional multi-period excess earnings method, in which the value is estimated by discounting the after-tax operating earnings associated with the asset after fair returns (or costs associated with the main functions of the business that are unrelated to the asset) have been deducted. Brand of £0.4m ($0.6m) with a useful life of 10 years, has been valued using a relief from royalty method. The fair value of consideration, net of cash acquired, have been allocated against net assets acquired, with the remaining balance recognised as goodwill arising from the acquisition. The goodwill arising from the acquisition reflects both the capabilities of the acquired entities’ personnel and the synergistic opportunities going forward; neither of which can be allocated to an identifiable intangible asset. Goodwill arising from the acquisition was determined as follows: | | | | --- | --- | | | | | | 2025 | | | $m | | Consideration | 24.7 | | Cash acquired | (2.5) | | Consideration net of cash acquired | 22.2 | | Fair value of net assets acquired | 10.9 | | Goodwill arising from the acquisition of Alchemy | 11.3 | There were a number of one-off costs associated with the acquisition of Alchemy, primarily advisor and other fees, that have not been capitalised in accordance with IFRS 3. These costs have been reflected as adjusting items within Note 5 and recognised in administrative expenses and operating cash. Alchemy contributed $0.5m to the Group’s revenue, $nil to operating profit and $0.1m to adjusted operating profit. The estimated contribution of Alchemy to the results of the Group, had the acquisition been made on 1 January 2025, and assuming that the fair value adjustments that arose on acquisition would have been the same at the earlier date, would be $6.7m to the Group’s revenue, $1.1m to operating profit and $2.0m to adjusted operating profit. 33. Business exits 2025 business exits On 27 May 2025, Elementis entered into an agreement to sell its Talc business to IMI Fabi S.p.A. for gross cash proceeds of €52.2m ($60.2m), and cash sold of €6.8m ($7.7m). The sale was completed on 27 May 2025. ![]() Financial Elementis plc Strategic Corporate Shareholder Statements Annual Report and Accounts 2025 Report Governance Information 201 33. Business exits continued Details of the carrying value of assets and liabilities sold at 27 May 2025 were: | | | | --- | --- | | | | | | 2025 | | | $m | | Intangible assets | 1.4 | | Property, plant and equipment | 182.3 | | Inventories | 24.8 | | Trade and other receivables | 23.6 | | Total assets | 232.1 | | Trade and other payables | (17.6) | | Provisions | (43.3) | | Retirement benefit obligations | (0.1) | | Tax liabilities | (0.8) | | Lease liabilities | (7.3) | | Total liabilities | (69.1) | | Net assets sold | 163.0 | Included within the loss from discontinued operations were: | | | | --- | --- | | | | | | 2025 | 2024 | | | $m | $m | | Revenue | 66.8 | 134.5 | | Expenses | (65.4) | (257.1) | | Loss on sale of the Talc business | (110.5) | – | | Recycling of deferred foreign exchange gains | 2.0 | – | | Operating loss | (107.1) | (122.6) | | Finance expenses | (0.6) | (1.4) | | Loss before income tax | (107.7) | (124.0) | | Income tax credit | (0.1) | 27.4 | | Loss from discontinued operations | (107.8) | (96.6) | The loss on sale of the Talc business was determined as follows: | | | | --- | --- | | | | | | 2025 | | | $m | | Consideration | 60.2 | | Cash sold | (7.7) | | Gross cash proceeds net of cash sold | 52.5 | | Carrying value of net assets sold | 163.0 | | Loss on sale of the Talc business | (110.5) | The Talc business incurred total employee costs of $8.8m (2024: $22.8m) 2024 business exits On 6 March 2024, Elementis entered into an agreement to sell its former Chromium manufacturing site at Eaglescliffe to Flacks Group for gross cash proceeds of £nil ($nil), with cash sold of £8.3m ($11.1m). The sale was completed on 14 October 2025. Details of the carrying value of assets and liabilities sold at 14 October 2025: | | | | --- | --- | | | | | | 2025 | | | $m | | Trade and other receivables | 0.6 | | Total assets | 0.6 | | Trade and other payables | (0.1) | | Provisions | (18.5) | | Total liabilities | (18.6) | | Net liabilities sold | (18.0) | The gain on sale of Eaglescliffe site was determined as follows: | | | | --- | --- | | | | | | 2025 | | | $m | | Consideration | – | | Cash sold | (11.1) | | Gross cash proceeds net of cash sold | (11.1) | | Carrying value of net liabilities sold | (18.0) | | Gain on sale of Eaglescliffe site | 6.9 | ![]() Note 2025 £m 2024 £m Non-current assets Investments 6 807.1 790.5 Trade and other receivables 7 – 12.7 Total non-current assets 807.1 803.2 Current assets Cash and cash equivalents 8 3.4 – Total current assets 3.4 – Total assets 810.5 803.2 Current liabilities Trade and other payables 9 (12.6) (203.5) Total current liabilities (12.6) (203.5) Total liabilities (12.6) (203.5) Net assets 797.9 599.7 Equity Share capital 10 28.5 29.5 Share premium 178.0 178.0 Capital redemption reserve 10 84.4 83.3 Other reserves 10 250.5 250.5 Share option reserve 10 38.7 33.4 Retained earnings 217.8 25.0 Total equity 797.9 599.7 The Company recognised a profit for the financial year ended 31 December 2025 of £251.5m (2024 restated profit: £2.2m). Refer to Note 4 of the Company financial statements for further details. The financial statements of Elementis plc, registered number 3299608, on pages 202-207 were approved by the Board on 4 March 2026 and signed on its behalf by: Luc van Ravenstein Kath Kearney-Croft CEO CFO #### Company balance sheet At 31 December 2025 202 Elementis plc Annual Report and Accounts 2025 ![]() Note 2025 2024 Share capital £m Share premium £m Capital redemption reserve £m Other reserves £m Share options reserve £m Retained earnings £m Total £m Share capital £m Share premium £m Capital redemption reserve £m Other reserves £m Share options reserve £m Retained earnings £m Total £m Balance at 1 January 29.5 178.0 83.3 250.5 33.4 25.0 599.7 29.4 177.7 83.3 250.5 28.9 37.6 607.4 Comprehensive income: Profit for the year 1 4 – – – – – 251.5 251.5 – – – – – 2.2 2.2 Other comprehensive income: – – – – – – – – – – – – – – Total comprehensive income – – – – – 251.5 251.5 – – – – – 2.2 2.2 Transactions with owners: Issue of shares by the Company 10 0.1 – – – – 0.2 0.3 0.1 0.3 – – – – 0.4 Purchase of shares by the Company 10 (1.1) – 1.1 – – (40.0) (40.0) – – – – – – – Dividends paid – – – – – (18.9) (18.9) – – – – – (14.8) (14.8) Share-based payments – – – – 5.3 – 5.3 – – – – 4.5 – 4.5 Total transactions with owners (1.0) – 1.1 – 5.3 (58.7) (53.3) 0.1 0.3 – – 4.5 (14.8) (9.9) Balance at 31 December 28.5 178.0 84.4 250.5 38.7 217.8 797.9 29.5 178.0 83.3 250.5 33.4 25.0 599.7 1 Refer to Note 4 to the Company financial statements for further details on profit for the year. The Company’s distributable reserves amount to £217.8m (2024: £25.0m) at the end of the period. The Company regularly reviews its distributable reserves and makes dividend recapitalisations as and when necessary to ensure it can make all expected dividend payments. The Company has sufficient subsidiary reserves to enable such recapitalisations in 2026 and beyond. For more information on the dividend declared and the dividend per share, please see Note 29 of the Group financial statements. #### Company statement of changes in equity for the year ended 31 December 2025 203 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() 1. General information Elementis plc is a public company limited by shares and is incorporated and domiciled in England. The address of its registered office is The Bindery, 5th Floor, 51-53 Hatton Garden, London, EC1N 8HN. The principal activity of the Company is to act as the ultimate holding company of the Elementis Group of companies. 2. Basis of preparation The Company’s financial statements have been prepared under the historical cost convention, in compliance with applicable United Kingdom accounting standards, including Financial Reporting Standard 101 – ‘Reduced Disclosure Framework – Disclosure exemptions from UK adopted IFRS for qualifying entities’ (FRS 101), and with the Companies Act 2006. The Company has presented its results under FRS 101. As a qualifying entity whose results are consolidated in the Elementis plc consolidated financial statements on pages 142 to 185, the Company has taken advantage of the exemption under FRS 101 from preparing a statement of cash flows and associated notes, the effects of new but not yet effective IFRSs, disclosures in respect of transactions and the capital management of wholly owned subsidiaries and key management personnel compensation disclosures. As the consolidated financial statements include equivalent disclosures, the Company has also taken the disclosure exemptions under FRS 101 in respect of certain requirements of IAS 1, IAS 7 statement of cash flows, IAS 8 accounting policies, IAS 24 related party disclosures, IAS 36 impairment of assets, group settled share-based payments under IFRS 2 share-based payment, IFRS 3 business combinations, IFRS 5 non-current assets held for sale and discontinued operations, disclosures required by IFRS 7 financial instruments disclosures and by IFRS 13 fair value measurement, IFRS 15 revenue from contracts with customers and IFRS 16 leases. By virtue of section 408 of the Companies Act 2006, the Company is exempt from presenting an income statement and disclosing employee numbers and staff costs. As a consequence of the majority of the Company’s assets, liabilities and expenses originating in pounds sterling, the Company has chosen pounds sterling as its reporting currency. The financial statements have been prepared on a going concern basis. The rationale for adopting this basis is discussed in the Directors’ report on page 56. 3. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The Company has adopted FRS 101 in these financial statements. Foreign currencies Transactions in foreign currencies are recorded at the rates of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains and losses on translation are included in the profit and loss account. Investments Investments in subsidiaries are included in the balance sheet at cost less accumulated impairment losses. Potential indicators of impairment, including the market capitalisation of the Group dropping below the net assets of Elementis plc, have been considered. The recoverable amounts of cash-generating units as determined for the impairment testing of goodwill also support the recoverable amounts of the Company’s investments. Dividends on shares presented within shareholders’ funds Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Pensions and other post-retirement benefits The Company participates in the Elementis Group defined benefit pension scheme. The assets of the scheme are held separately from those of the Company. Details of the latest valuation carried out in September 2025 can be found in Note 25 to the Group financial statements. Following the introduction of the revised reporting standard, any surplus or deficit in the Elementis Group defined benefit pension scheme is to be reported in the financial statements of Elementis UK Limited, which employs the majority of active members of the scheme and is responsible for making deficit contributions under the current funding plan. Taxation Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. There were no significant judgements or estimates necessary in 2025. Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year. Share-based payments The fair value of share options granted to employees is recognised as an expense with a corresponding increase in equity. Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises in its individual financial statements an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its subsidiaries’ financial statements, with the corresponding credit being recognised directly in equity. The fair value is measured at the grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a binomial model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting. #### Notes to the company financial statements of Elementis plc for the year ended 31 December 2025 204 Elementis plc Annual Report and Accounts 2025 ![]() 3. Summary of significant accounting policies continued Classification of financial instruments issued by the Company Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions: a. They include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company. b. Where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that the definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called-up share capital and share premium account exclude amounts in relation to those shares. Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated with financial instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation of movements in shareholders’ funds. 4. Profit for the financial year attributable to shareholders As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. A profit of £251.5m (2024: £2.2m) is dealt with in the financial statement of the Company. 2024 profit for the year has been restated to include dividends income received from subsidiaries to the Company of £4.7m, which was historically excluded from the Company’s profit and total comprehensive income for the year and presented as part of transactions with owners in the statement of changes in equity, but which should have been included in profit or loss and total comprehensive income for the year. 5. Directors’ remuneration Details of Directors’ remuneration for the Company are included in the Directors’ Remuneration report within the Elementis plc Annual Report and Accounts on pages 121-143. 6. Investments Unlisted shares at cost £m Unlisted loans £m Capital contributions £m Total £m Cost at 1 January 2025 0.1 759.0 31.4 790.5 Additions – – 16.6 16.6 Disposals – – – – Cost at 31 December 2025 0.1 759.0 48.0 807.1 The investment in unlisted loans was with Elementis Holdings Limited, Elementis Export Sales Inc and Elementis Overseas Investments Limited, all wholly owned subsidiaries. Capital contributions relate to the 2025 additional capital contributions of £11.1m in Elementis Netherlands BV, a wholly owned subsidiary, as a result of capitalisation of intergroup loans, along with share-based payment awards made to employees of subsidiary companies. The trading subsidiaries and associates of Elementis plc, all of which are wholly owned, excluding Alembic Manufacturing Limited, in which the Group holds a 25% interest, are as follows: Subsidiary undertakings Country of incorporation and operation Alchemy Ingredients Limited Personal Care products United Kingdom 1 Alembic Manufacturing Limited Personal Care products United Kingdom 2 Deuchem Co., Limited Additives and resins Taiwan 3 Deuchem (Shanghai) Chemical Co. Limited Additives and resins People’s Republic of China 4 Elementis Pharma GmbH Personal Care products Germany 5 Elementis (Shanghai) New Material Co. Limited Additives and resins People’s Republic of China 4 Elementis Specialties (Anji) Limited Organoclays People’s Republic of China 6 Elementis Specialties do Brasil Quimica Ltda Coatings additives Brazil 7 Elementis Specialties Inc Rheological additives, colourants, waxes, other specialty additives United States of America 8 Elementis SRL Inc Personal Care products United States of America 8 Elementis UK Limited Rheological additives, colourants, waxes, other specialty additives United Kingdom 1 1 Registered office: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK. 2 Registered office: Unit 6 Wimbourne Buildings, Atlantic Way, Barry Docks, Barry, South Glamorgan CF63 3RA, UK. 3 Registered office: 92 Kuang-Fu North Road, Hsinchu Industrial Park, Hukou, Hsinchu Taiwan, ROC. 4 Registered office: 99 Lianyang Road, Songjiang Industrial Zone, Shanghai, China. 5 Registered office: Giulinistr. 2, 67065 Ludwigshafen, Germany. 6 Registered office: Huibutai, Majiadu Village, Dipu Town, Anji County, Huzhou City, Zhejiang Province, China. 7 Registered office: Rodovia Nelson Leopoldino, SP 375, Km 13,8, s/n, Bairro Rural, Palmital, São Paulo, Brazil. 8 Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, US. 205 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() #### Notes to the company financial statements of Elementis plc continued 6. Investments continued Non-trading and dormant subsidiaries of Elementis plc, all of which are wholly owned within the Group, are as follows: Subsidiary undertakings Country of incorporation and operation Agrichrome Limited\* Non-trading United Kingdom 1 Elementis America Shared Services Inc Dormant United States of America 2 Elementis Catalysts Inc Dormant United States of America 2 Elementis Chemicals Inc Dormant United States of America 2 Elementis Export Sales Inc Non-trading United States of America 2 Elementis Finance (Ireland) Limited Non-trading Ireland 3 Elementis Finance (Jersey) Limited Non-trading Jersey 4 Elementis Germany GmbH Non-trading Germany 5 Elementis Global LLC Non-trading United States of America 2 Elementis GmbH Non-trading Germany 5 Elementis Holdings Limited Non-trading United Kingdom 1 Elementis Nederland BV Non-trading Netherlands 6 Elementis NZ Limited Non-trading New Zealand 7 Elementis Overseas Investments Limited Non-trading United Kingdom 1 Elementis Pigments Inc Dormant United States of America 2 Elementis Portugal, Unipessoal Lda Non-trading Portugal 8 Elementis S.E.A. (Malaysia) Sdn Bhd Non-trading Malaysia 9 Elementis Securities Limited Non-trading United Kingdom 1 Elementis Specialties (India) Private Limited Non-trading India 10 Elementis US Holdings Inc Non-trading United States of America 2 H & C Lumber Inc Dormant United States of America 2 Harcros Chemicals Canada Inc Dormant Canada 11 Iron Oxides S.A. de CV Dormant Mexico 12 Reheis Inc Non-trading United States of America 2 SRLH Holdings Inc Non-trading United States of America 2 SRL International Holdings LLC Non-trading United States of America 2 WBS Carbons Acquisitions Corp Non-trading United States of America 2 1 Registered office: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK. 2 Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, US. 3 Registered office: 8th Floor, Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland. 4 Registered office: 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG. 5 Registered office: c/o TMF, Maximilianstrasse 54, 80538 München, Germany. 6 Registered office: Distributiestraat 5, 7041 KJ’s Heerenberg, Nederland. 7 Registered office: KPMG, P O Box 1584, 18 Viaduct Harbour Avenue, Maritime Square, Auckland, New Zealand. 8 Registered office: c/o Avenida da Boavista, Numbero 3265 – 2.8 Porto, 4100-137 Porto, Portugal. 9 Registered office: 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia. 10 Registered office: Unit-B, Ground Floor, Jaswanti Landmark, Mehra Industrial Estate, L.B.S. Marg, Vikhroli (W), Mumbai 400079, India. 11 Registered office: C/o Stewart McKelvey Stirling Scales, 44 Chipman Hill, Suite 1000 ON E2L 4S6, Canada. 12 Registered office: Calle San Ignacio N 105, 22106 Tijuana, Baja California Mexico. Notes: Other than Elementis Export Sales Inc and Elementis Overseas Investments Ltd, none of the undertakings are held directly by the Company. Equity capital is in ordinary shares and voting rights equate to equity ownership. Undertakings operating in the United Kingdom are incorporated in England and Wales. In the case of corporate undertakings not in the United Kingdom, their country of operation is also their country of incorporation. All undertakings listed above have been included in the consolidated financial statements of the Group for the year. 206 Elementis plc Annual Report and Accounts 2025 ![]() 7. Trade and other receivables 2025 £m 2024 £m Group relief receivable – 12.7 The group relief receivable is interest free, unsecured and have no fixed date of repayment. 8. Cash and cash equivalents 2025 £m 2024 £m Cash at bank and on hand at 31 December 3.4 – 9. Trade and other payables 2025 £m 2024 £m Payables to other group undertakings 12.6 203.5 The payables to other group undertakings are interest free, unsecured and have no fixed date of repayment. 10. Share capital and reserves 2025 Number ’000 2025 £m 2024 Number ’000 2024 £m Called-up allotted and fully paid: Ordinary shares of 5 pence each At 1 January 590,950 29.5 587,824 29.4 Issue of shares 1,459 0.1 3,126 0.1 Share buyback (23,026) (1.1) – – At 31 December 569,383 28.5 590,950 29.5 During the year a total of 1,459,048 ordinary shares with an aggregate nominal value of £72,952 were allotted and issued in accordance with the Group’s share options and award plans and schemes to various employees, as well as shares that were redeemed for cash at subscription prices between 92 pence and 117 pence on the exercise of options under the Group’s share option schemes. The total subscription monies received by the Company for these shares was £nil. During 2025, the Company repurchased 24,578,253 Elementis plc shares under the share buyback programme at a cost of £40.0m, of which 23,026,118 shares were cancelled. At 31 December 2025, the Group held 91,378 Elementis plc shares in treasury, with a value of £0.2m. The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption must be from distributable profits. The capital redemption reserve represents the nominal value of the shares redeemed. The share options reserve comprises amounts accumulated in equity in respect of share options and awards granted to employees. Details of the share-based payments in the year are set out in Note 26 to the Elementis plc consolidated financial statements. Other reserves are reserves generated from historic merger relief and are non-distributable. 11. Related-party transactions The Company, which is the ultimate parent company of the Elementis Group, is a guarantor to the Elementis Group defined benefit pension scheme under which it guarantees all current and future obligations of UK subsidiaries currently participating in the pension scheme to make payments to the scheme, up to a specified maximum amount. The maximum amount of the guarantee is that which is needed (at the time the guarantee is called on) to bring the scheme’s funding level up to 105% of its liabilities, calculated in accordance with section 179 of the Pensions Act 2004. This is also sometimes known as a PPF guarantee, as having such a guarantee in place reduces the annual PPF levy on the scheme. Details of the UK pension schemes in the year are set out in Note 25 to the Elementis plc consolidated financial statements. 12. UK-registered subsidiaries exempt from audit The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 December 2025. Unless otherwise stated, the undertakings listed below are all 100% owned, either directly or indirectly, by Elementis plc. The Company will guarantee the debts and liabilities of the UK subsidiaries listed below at the balance sheet date in accordance with section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the guarantee as remote. Name Proportion of shares held by the Company (%) Proportion of shares held by subsidiary (%) Company Number Elementis Holdings Limited 100 – 97878 Elementis Overseas Investments Limited 100 – 8008981 Elementis Securities Limited 100 – 597303 Elementis UK Limited 100 – 656457 207 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() Alternative performance measures A reconciliation from reported profit for the year to adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) is provided to support understanding of the summarised cash flow included within the Finance Report on pages 50-55. 2025 $m 2024 $m Loss for the year (45.5) (47.8) Adjustments for: Loss from discontinued operations 107.8 96.6 Finance income (3.2) (2.8) Finance costs and other expenses 22.3 24.4 Tax charge 27.6 25.6 Adjusting items 17.7 23.2 Adjusted operating profit 126.7 119.2 Depreciation and amortisation 30.5 30.8 Excluding intangibles arising on acquisition (8.2) (8.2) Adjusted EBITDA 149.0 141.8 There are also a number of key performance indicators (“KPIs”) on pages 38-39; the reconciliations to these are given below. Constant currency Constant currency is calculated by applying the prior year average local currency to USD translation rates to translate revenue and adjusted operating profit. Constant currency rates are determined as the reported rates excluding the impact of changes in the average translation exchange rates during the period. Adjusted operating cash flow Adjusted operating cash flow is defined as the net cash flow from operating activities less net capital expenditure but excluding income taxes paid or received, interest paid or received, loss on disposal of property, plant and equipment, movement in provisions and financial liabilities, pension contributions net of current service cost, share-based payment expense and adjusting items. 2025 $m 2024 $m Net cash flow from operating activities 74.2 100.0 Less: Capital expenditure (22.9) (16.9) Add: Net cash flow used in operating activities from discontinued operations (6.7) (27.3) Income tax paid or received 22.1 26.5 Interest paid 17.3 16.9 Loss on disposal of property, plant and equipment 0.8 0.9 Decrease/(increase) in provisions and financial liabilities 11.1 16.4 Pension contributions net of current service cost 2.3 0.6 Share-based payments expense (6.9) (6.1) Cash adjusting items 22.3 29.0 Less: cash adjusting items included in adjustments above (8.9) (16.8) Adjusted operating cash flow 104.7 123.2 Adjusted operating cash conversion Adjusted operating cash conversion is defined as adjusted operating cash flow divided by adjusted operating profit. 2025 $m 2024 $m Adjusted operating profit 126.7 119.2 Adjusted operating cash flow 104.7 123.2 Adjusted operating cash conversion 83% 103% #### Alternative performance measures and unaudited information 208 Elementis plc Annual Report and Accounts 2025 ![]() Free cash flow Free cash flow is defined as adjusted operating cash flow (as defined above), less pension contributions net of current service cost, net interest paid, income tax paid, cash flow relating to adjusting items and other, which includes share-based payments, movement in provisions and derivatives, and payment of lease liabilities. Adjusted group profit before tax Adjusted group profit before tax is defined as the adjusted profit for the year plus the tax on adjusting items. Adjusted return on operating capital employed Adjusted return on capital employed (“ROCE”) is defined as adjusted operating profit from total operations divided by operating capital employed, expressed as a percentage. Operating capital employed comprises fixed assets (excluding goodwill but including tax recoverable), working capital and operating provisions. Operating provisions include self-insurance and environmental provisions but exclude retirement benefit obligations. 2025 $m 2024 1 $m Adjusted operating profit 126.7 119.2 Fixed assets excluding goodwill 301.7 301.5 Working capital 132.7 115.0 Operating provisions (5.1) (8.6) Operating capital employed 429.3 407.9 Adjusted return on capital employed % 30% 29% 1 2024 has been re-presented following the sale of the Talc business. Average trade working capital to sales ratio The trade working capital to sales ratio is defined as the 12-month average trade working capital divided by sales, expressed as a percentage. Trade working capital comprises inventories, trade receivables (net of provisions) and trade payables. It specifically excludes repayments, capital or interest-related receivables or payables, changes due to currency movements and items classified as other receivables and other payables. Adjusted operating profit/operating margin Adjusted operating profit is the profit derived from the normal operations of the business. Adjusted operating margin is the ratio of adjusted operating profit to sales. Net debt Net debt is defined as borrowings less cash and cash equivalents, including any restricted or held for sale cash and cash equivalents. Pre-IFRS 16 Net debt does not include lease liabilities. Net debt/EBITDA To support a full understanding of the performance of the Group, the information below provides the calculations of Net debt/EBITDA. 2025 $m 2024 1 $m Revenue 597.5 603.8 Adjusted operating profit 126.7 119.2 Adjusted operating margin 21.2% 19.7% Net Debt/EBITDA pre-IFRS 16 Adjusted EBITDA 149.0 141.8 IFRS 16 adjustment (4.7) (4.8) Adjusted EBITDA pre-IFRS 16 144.3 137.0 Net Debt 2 185.4 157.2 Net Debt/EBITDA 3 pre-IFRS 16 1.3 1.1 Net Debt/EBITDA post-IFRS 16 Adjusted EBITDA 149.0 141.8 Net Debt 2 185.4 157.2 IFRS 16 lease liabilities 20.4 27.2 Net Debt including lease liabilities 205.8 184.4 Net Debt/EBITDA 2 post-IFRS 16 1.4 1.3 1 2024 has been re-presented following the sale of the Talc business. 2 See Note 28. Net debt excludes lease liabilities. 3 Net Debt/EBITDA, where EBITDA is the adjusted EBITDA on continuing operations of the Group. 209 Elementis plc Annual Report and Accounts 2025 Financial Statements Shareholder Information Strategic Report Corporate Governance ![]() 2025 $m 2024 $m 2023 $m 2022 $m 2021 $m Turnover: Continuing operations 597.5 603.8 576.9 600.6 709.4 Discontinued operations 66.8 134.5 150.9 320.8 170.7 Total operations 664.3 738.3 727.8 921.4 880.1 Adjusted operating profit: Total operations 131.9 128.8 104.1 123.7 106.6 Discontinued operations 5.2 9.6 14.9 23.3 32.8 Continuing operations 126.7 119.2 89.2 100.4 73.8 Adjusting items before interest (17.7) (23.2) (39.6) (8.7) (17.8) Operating profit 109.0 96.0 49.6 91.7 56.0 Other expenses (2.6) (2.0) (2.3) (1.3) (3.7) Net interest payable (16.5) (19.7) (16.1) (11.1) (15.0) Profit before tax 89.9 74.3 31.2 79.3 37.3 Tax (27.6) (25.5) (10.4) (12.5) (0.7) Profit from continuing operations 62.3 48.8 20.8 66.8 36.6 (Loss)/profit from discontinued operations (107.8) (96.6) 5.7 (117.9) (34.1) (Loss)/profit attributable to equity holders of the parent (45.5) (47.8) 26.5 (51.1) 2.5 2025 $m 2024 $m 2023 $m 2022 $m 2021 $m Continuing operations: Basic earnings per share (cents) 10.7 8.3 3.6 11.5 6.3 Adjusted basic earnings per share (cents) 14.0 12.2 9.1 10.4 6.0 Diluted earnings per share (cents) 10.5 8.1 3.5 11.3 6.2 Adjusted diluted earnings per share (cents) 13.7 12.0 9.0 10.2 5.9 Continuing and discontinued operations: Basic (loss)/earnings per share (cents) (7.8) (8.1) 4.5 (8.8) 0.4 Adjusted basic earnings per share (cents) 14.7 13.6 11.0 14.2 10.7 Diluted (loss)/earnings per share (cents) (7.8) (8.1) 4.4 (8.8) 0.4 Adjusted diluted earnings per share (cents) 14.5 13.3 10.8 13.9 10.6 Dividend per ordinary share (cents) 4.3 4.0 2.1 – – Interest cover 1 (times) 8.6 6.7 6.6 5.8 3.4 Equity attributable to holders of the parent 642.7 757.0 847.3 783.9 901.0 Net debt (185.4) (157.2) (202.0) (366.8) (401.0) Weighted average number of ordinary shares in issue during the year (million) 583.9 588.9 585.7 582.6 581.0 Weighted average number of ordinary and potential ordinary shares in issue during the year (million) 594.1 600.8 596.9 592.3 588.8 1 Ratio of operating profit after adjusting items to interest on net borrowings. #### Five-year record 210 Elementis plc Annual Report and Accounts 2025 ![]() 211 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements 212 Notes on ESG reporting methodologies 213 Environmental data 216 Shareholder services 217 Corporate information 218 GRI index 220 SASB index 221 Glossary In this section ## Elevate ## Shareholder ## Information ![]() 212 Elementis plc Annual Report and Accounts 2025 #### Notes on ESG reporting methodologies Greenhouse gas and energy Scope 1 & 2 GHG emissions are calculated with reference to the GHG Protocol Corporate Standard (2015 revision). We report in tonnes of CO 2 equivalent (CO 2 e) and include all gases in the GHG Protocol. We do not include any purchased offsets in our GHG inventory. We take an operational control approach to defining our GHG and energy organisational boundary. This approach is consistent with our financial statements. This means our equity ownerships are excluded from our combined Scope 1 & 2 footprint but are included in Scope 3 Category 15 (Investments). Data from new facilities is included from the date we take control. Scope 1: Includes emissions from combustion of fuels for energy, heat and vehicles, process emissions from our chemical manufacturing and refrigerants. Fuels and refrigerants use consumption invoices from suppliers. We use DEFRA emission factors for Scope 1 fuels globally. Factors include the contribution from CH 4 and N 2 O. All Global Warming Potential (“GWP”) data are from IPCC AR6. Bioenergy: CO 2 from bioenergy is reported outside of the Scopes. CH 4 and N 2 O emissions from biomass are included in our Scope 1. Scope 2: Our Scope 2 emissions include all emissions caused by creating the electricity and steam, using invoices issued by our suppliers. We use IEA emissions factors for location-based Scope 2 emissions, except in the UK where we use DEFRA factors. Scope 2 (market-based) emissions include power purchases associated with a Renewable Energy Certificate (REC) or Guarantee of Origin (GO). Where a site does not have such a contract, we use residual mix factors from the Association of Issuing Bodies (AIB) for European sites, and location-based factors for remaining sites. Intensity: Expressed per tonne of production output as this is a common intensity metric for our industry sector. Also reported per million US dollars of revenue. Scope 3: All Categories use a primary data source. For Categories 1-6 and 9, we use primary activity data combined with suitable emission factors sourced from various databases (such as Ecoinvent and others). For the other parts of Scope 3, we make some assumptions to transform primary data further before applying suitable emission factors from databases. Our intention is to increase the use of supplier-provided emissions data over time. For further details about our Scope 3 calculation methodology, see the separate document on our website. Climate risk assessment: Long-term carbon and energy price assumptions that we use are averages of the following NGFS model datasets: GCAM 6.0 NGFS, MESSAGEix-GLOBIOM 1.1-M-R12 and REMIND-MAGPIE 3.2-4.6 for CP, DT and NZ scenarios. For energy cost trends, we combine NGFS data with an assumed 1.5% per annum growth in our energy demand. For carbon costs, we combine NGFS data with our combined Scope 1 & 2 CO 2 e emissions, either increasing at 1.5% per annum (i.e. a scenario where we do not decarbonise further), or reducing in line with our SBT minimum linear pathway. Water and waste Water withdrawal data uses invoices from our water suppliers, or our own meter readings where we abstract water directly from the environment. Waste data uses invoices from our waste handling suppliers. Where invoices are not available, estimates from the local teams are used. Approach to estimation Where estimation is necessary and invoices exist from a prior data period, this prior period is used to estimate the KPI, adjusting for major changes in the site situation (e.g. a change in office headcount). Where there is no invoiced consumption data from a prior period (for example, waste from some of our offices), the local team make a calculation based on known facts such as headcount and local waste treatment statistics. Baseline year Our baseline year for our SBT is 2024. For our environmental intensity targets, this report is the last one which will reference the baseline year of 2019. We have refreshed our intensity targets, and future reports will use a 2024 baseline. Baseline data is recalculated and restated if a major change occurs (such as a divestment). Approach to restatements On occasion, data from a previously reported period needs to be corrected, for example due to the availability of updated data or methodological improvements. Where this occurs, we will restate prior year data if the impact is greater than 5% of the previously reported total, and optionally at lower impact levels if it helps within a specific context. Safety metrics We use the US Occupational Safety and Health Administration definition for a recordable injury: A work-related accident or illness that results in one or more of: death; loss of consciousness; absence of more than one day; medical treatment beyond first aid; restricted work or transfer to another job. TRIR is the number of recordable cases multiplied by 200,000 divided by total hours worked by all employees (including directly supervised contracted/temporary employees) over a calendar year. An LTA is a work-related injury or illness that requires greater than three days away from work (excluding the day of the incident). A Tier 1 or Tier 2 PSE involves loss of primary containment with consequence. It is an unplanned or uncontrolled release of any material from a process. Tier 1 has a higher magnitude of consequence than Tier 2, as defined in the American Petroleum Institute Recommended Practice 754. A Tier 1 or Tier 2 environmental incident is a release of materials at a level in breach of our permit limits that requires notification to the authorities. Tier 1 has a higher magnitude of consequence, either in impact or in remediation costs. A contractor is defined as a third party contracted to undertake work on behalf of the Company or to provide a specific service. A contractor recordable injury is a work-related accident that meets the definition of a recordable injury and occurs to a contractor while working at an Elementis site. We exclude contractors from the TRIR calculation, separately tracking the number of contractor recordable injuries. ![]() 213 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements #### Environmental data 1,2 Global GHG metric Scope 2 basis % change in year 2025 2024 2023 2022 2021 2019 Scope 1 (tonne CO 2 e) -4.1 36,428 37,971 32,925 39,540 38,080 45,354 Scope 2 (tonne CO 2 e) Market -27.7 19,958 27,609 23,020 18,848 25,951 29,506 Location -2.4 30,449 31,212 26,937 23,608 24,627 28,473 Total Scope 1 & 2 (tonne CO 2 e) Market -14.0 56,385 65,581 55,945 58,388 64,031 74,861 Location -3.3 66,876 69,183 59,862 63,148 62,707 73,827 GHG intensity (total Scope 1 & 2 tonne CO 2 e/tonne production) Market -20.1 0.41 0.51 0.50 0.40 0.41 0.58 Location -10.2 0.48 0.54 0.53 0.43 0.40 0.57 GHG intensity (total Scope 1 & 2 tonne CO 2 e/$m revenue) Market -13.1 94 109 97 97 115 133 Location -2.3 112 115 104 105 112 131 Outside of scopes – CO 2 from bioenergy (tonne) -36.4 1,906 2,995 3,773 4,011 5,165 6,301 Scope 3 GHG emissions by category (tonne CO 2 e) % change in year 2025 2024 Purchased goods and services -2.9 321,384 331,140 Capital goods 51.0 11,597 7,682 Fuel and energy related -12.2 15,614 17,786 Upstream transportation -15.3 32,823 38,756 Waste generated 4.7 6,259 5,976 Business travel -6.3 2,464 2,629 Employee commuting 3.8 950 915 Upstream leased assets -49.3 371 731 Total upstream Scope 3 emissions -3.5 391,461 405,616 Downstream transportation 1.6 2,734 2,692 Processing of sold products -2.2 1,647 1,685 Use of sold products Not relevant 0 0 Product end-of-life -1.7 39,051 39,726 Downstream leased assets Not applicable 0 0 Franchises Not applicable 0 0 Investments 0.0 96 96 Total downstream Scope 3 emissions -1.5 43,528 44,199 Total Scope 3 emissions -3.3 434,989 449,815 Total Scope 1, 2 (market based), 3 emissions -4.7 491,375 515,396 Total Scope 1, 2 (location based), 3 emissions -3.3 501,866 518,998 1 Totals may not add up due to rounding. For more information on our calculation approach, see page 212 and our website. 2 All prior year data is restated following the divestment of our Talc business and the Eaglesclife, UK site during 2025. ![]() 214 Elementis plc Annual Report and Accounts 2025 #### Environmental data continued Global energy metric % change in year 2025 2024 2023 2022 2021 2019 Total energy (MWh) -4.1 270,481 282,074 251,901 292,480 288,993 336,111 Energy from fuels (MWh) -5.4 198,902 210,265 185,227 223,725 219,402 261,141 Energy from fuels (GJ) -5.4 716,047 756,952 666,818 805,408 789,847 940,109 Bioenergy (MWh) -30.9 5,910 8,557 10,781 11,481 14,783 18,033 Bioenergy (% of total energy) 2.2 3.0 4.3 3.9 5.1 5.4 Purchased energy (MWh) -0.3 71,579 71,809 66,674 68,756 69,591 74,969 Renewable/low carbon electricity (MWh) 142.3 36,898 15,228 14,842 18,792 0 0 Renewable/low carbon electricity (% of total energy) 13.6 5.4 5.9 6.4 0.0 0.0 Total energy intensity (MWh/tonne produced) -10.9 1.95 2.18 2.24 2.01 1.86 2.58 Energy from fuels intensity (GJ from fuels/tonne produced) -12.1 5.15 5.86 5.93 5.52 5.09 7.23 UK only GHG and energy metrics 2025 % of global 2025 2024 2023 2022 2021 2019 Scope 1 (tonne CO 2 e) 1.2 7,410 7,323 5,350 7,726 7,657 7,552 Scope 2 (tonne CO 2 e) Market 19.5 13 10 599 14 2,463 3,026 Location -12.8 1,459 1,674 1,320 1,510 1,813 2,031 Total Scope 1 & 2 (tonne CO 2 e) Market 1.2 7,423 7,334 5,949 7,740 10,120 10,578 Location -1.4 8,870 8,997 6,670 9,236 9,470 9,583 GHG intensity (total Scope 1 & 2 tonne CO 2 e/tonne production) Market 2.7 0.43 0.42 0.45 0.41 0.51 0.55 Location 0.0 0.52 0.52 0.50 0.48 0.48 0.50 Total energy (MWh) 1 1.3 48,737 48,107 35,607 50,114 49,500 49,005 Total energy intensity (MWh/tonne produced) 2.8 2.83 2.76 2.69 2.63 2.48 2.55 Production volume (tonne) % change in year 2025 2024 2023 2022 2021 2019 Global total 7.6 139,004 129,175 112,373 145,804 155,311 130,045 UK only -1.4 17,201 17,449 13,253 19,056 19,926 19,233 1 1 MWh = 1 thousand kilowatt hours (kWh). Total 2025 UK energy was 48,736,593 kWh. ![]() 215 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements Water metric % change in year 2025 2024 2023 2022 2021 2019 Total water withdrawal (m 3 ) -4.1 1,280,478 1,335,694 1,186,810 1,460,067 1,502,059 1,536,577 Total water withdrawal intensity (m 3 /tonne produced) -10.9 9.21 10.34 10.56 10.01 9.67 11.82 Water withdrawn from high water stress areas (m 3 ) 1 8.8 225,962 207,609 188,142 140,540 212,175 134,507 Water withdrawn from high water stress areas intensity (m 3 /tonne produced) -6.2 4.63 4.93 6.10 13.50 13.27 7.52 1 Based on WRI Aqueduct tool. Water metric (m 3 ) All locations Water-stressed locations Water withdrawal by source Ground 319,690 71,428 Surface 121,919 121,919 Third party 838,869 32,615 Total water withdrawn 1,280,478 225,962 Water discharge by destination Ground 0 0 Surface 117,811 117,811 Third party 843,275 8,913 Total water discharged 961,086 126,724 Total water consumed 319,392 99,238 Treatment method of waste (tonne) Hazardous waste Non-hazardous waste Total Landfilled 350 11,372 11,723 Incinerated 1,071 51 1,122 Recycled 118 5,483 5,601 Reused 0 0 0 Total 1,539 16,906 18,445 Emission to water (tonne) 2025 2024 Total organic Carbon (TOC) 110.5 126.2 Metals (Zinc) 0.1 0.0 Nitrogen 0.1 0.1 Phosphorus 0.1 0.0 Total emissions to water 110.8 126.4 Emission to air (tonne) 2025 2024 Sulfur oxides 0.2 0.3 Nitrogen oxides 12.0 16.9 Volatile organic compounds 89.9 70.4 Hazardous air pollutants 4.1 4.6 Carbon Monoxide 11.1 17.8 Particulate matters 1.9 1.5 Dust 1.3 0.3 Ammonia 0.3 0.1 Total emissions to air 121.0 112.0 Waste sent for third-party treatment % change in year 2025 2024 2023 2022 2021 2019 Mass of hazardous waste (tonne) -2.4 1,539 1,577 1,327 687 – – Mass of non-hazardous waste (tonne) -0.4 16,906 16,975 13,698 16,403 – – Total waste (tonne) -0.6 18,445 18,551 15,026 17,090 18,535 20,906 Total waste intensity (tonne generated/tonne produced) -7.6 0.133 0.144 0.134 0.117 0.119 0.161 ![]() 216 Elementis plc Annual Report and Accounts 2025 #### Shareholder services The Company’s Registrar is Equiniti Limited. Equiniti provides a range of services to shareholders. Extensive information including many answers to frequently asked questions can be found online. Use the QR code to register for FREE at www.shareview.co.uk Enquiries concerning shares or shareholdings, such as the loss of a share certificate, consolidation of share certificates, amalgamation of holdings or dividend payments, should be addressed to the Company’s registrars: Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA Telephone: +44 (0) 371 384 2379 Facsimile: 0371 384 2100 or +44 190 369 8403 Website: www.shareview.co.uk For deaf or speech impaired customers, Equiniti welcomes calls via Relay UK. Please see www.relayuk.bt.com for more information. In any correspondence with the registrars, please refer to Elementis plc and state clearly the registered name and address of the shareholder. Please notify the registrars promptly of any change of address. Website Our website (www.elementis.com) provides the following information: Company news and information Details of our strategy The Company’s approach to sustainability and innovation A dedicated Investors section which contains up-to-date information for shareholders, including: ― Share price and index chart information ― Financial results ― History of dividend payment dates and amounts ― Access to current and historical shareholder documents such as the Annual Report and Accounts Share dealing services Equiniti provides a share dealing service that enables shares to be bought or sold by UK shareholders by telephone or over the internet. For telephone share dealing, please call +44 (0) 345 603 7037 between 8.30am and 4.30pm (lines are open until 6.00pm for enquiries). For internet share dealing, please visit: www.shareview.co.uk/dealing Electronic communications Shareholders can elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk. This will save on printing and distribution costs, creating environmental benefits. When you register, you will be sent an email notification to say when shareholder documents are available on our website and you will be provided with a link to that information. When registering, you will need your shareholder reference number, which can be found on your share certificate or proxy form. Please contact Equiniti if you require any assistance or further information. Duplicate documents If you have more than one account on the Share Register and receive duplicate documentation from us as a result, please contact Equiniti to request that your accounts be combined. Share fraud Share or investment scams are often run from ‘boiler rooms’ where fraudsters cold call investors offering them worthless, overpriced or even non-existent shares, or offer to buy their shares in a company at a higher price than the market value. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount, or offers of free reports about the Company. Even seasoned investors have been caught out by such fraudsters. The FCA has some helpful information: www.fca.org.uk/scamsmart Report a scam If you are contacted by a cold caller, you should inform the Secretariat (company.secretariat@elementis.com) and also the FCA by using its share fraud reporting form at www.fca.org.uk/scams or by calling its Consumer Helpline on +44 (0) 800 111 6768. If you have already paid money to a share fraudster, please contact Action Fraud on +44 (0) 300 123 2040 or www.actionfraud.police.uk ![]() 217 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements #### Corporate information Financial calendar (provisional) 29 April 2026 Annual General Meeting 29 April 2026 Q1 Trading Update 30 July 2026 Interim Results 2026 28 October 2026 Q3 Trading Update 31 December 2026 Financial Year End 20 January 2027 Q4 Trading Update The financial calendar is updated on a regular basis throughout the year. Please refer to our website www.elementis.com for up-to-date details. Annual General Meeting The Annual General Meeting of Elementis plc will be held on 29 April 2026 at 10.00am at the offices of A&O Shearman LLP, One Bishops Square, London E1 6AD. The Notice of Meeting is included in a separate document. Company Secretary Hannah Constantine Registered number 03299608 Registered office The Bindery 5th Floor 51-53 Hatton Garden London EC1N 8HN UK Principal offices Elementis plc The Bindery 5th Floor 51-53 Hatton Garden London EC1N 8HN UK Tel: +44 20 8148 5966 Elementis Global 469 Old Trenton Road East Windsor NJ 08512 US Tel: +1 609 443 2000 Independent Auditors Deloitte LLP 1 Little New Street London EC4A 3TR Joint Corporate Broker JP Morgan Cazenove 60 Victoria Embankment London EC4Y 0JP Joint Corporate Broker Deutsche Numis Cheapside House 138 Cheapside London EC2V 6LH Public Relations Teneo 2nd Floor 85 Fleet Street London EC4Y 1AE Solicitors A&O Shearman LLP One Bishops Square London E1 6AD Email company.secretariat@elementis.com Website www.elementis.com ![]() 218 Elementis plc Annual Report and Accounts 2025 #### GRI index Statement of use Elementis plc has reported the information cited in this GRI content index for the period 1 January 2025 to 31 December 2025 with reference to the GRI standards. GRI used GRI 1: Foundation 2021 GRI standard Specific GRI Disclosure Pages GRI 2: General disclosures 2021 2-1 Organisational details 3-6 2-2 Entities included in the organisation’s sustainability reporting 205-206 2-3 Reporting period, frequency and contact point 217 2-4 Restatements of information 213-214 2-5 External assurance 62-150 2-6 Activities, value chain and other business relationships 4-6, 26-31 2-7 Employees 79 2-8 Workers who are not employees Not disclosed 2-9 Governance structure and composition 90-95 2-10 Nomination and selection of the highest governance body 107-110 2-11 Chair of the highest governance body 90-91 2-12 Role of the highest governance body in overseeing the management of impacts 59 2-13 Delegation of responsibility for managing impacts 59 2-14 Role of the highest governance body in sustainability reporting 59 2-15 Conflicts of interest 85, 119 2-16 Communication of critical concerns 100-103 2-17 Collective knowledge of the highest governance body 108 2-18 Evaluation of the performance of the highest governance body 106 2-19 Remuneration policies 121-143 2-20 Process to determine remuneration 132-133 2-21 Annual total compensation ratio 140 2-22 Statement on sustainable development strategy 8-9, 12, 24, 35, 88 GRI standard Specific GRI Disclosure Pages GRI 2: General disclosures 2021 continued 2-23 Policy commitments 88 2-24 Embedding policy commitments 59, 88 2-25 Processes to remediate negative impacts 86, 116 2-26 Mechanisms for seeking advice and raising concerns 86, 104-105 2-27 Compliance with laws and regulations 84-85, 111-116 2-28 Membership associations 61, 87 2-29 Approach to stakeholder engagement 100-103 2-30 Collective bargaining agreements 79 GRI 3: Material Topics 2021 3-1 Process to determine material topics 60 3-2 List of material topics 60 3-3 Management of material topics 57-88 GRI 101: Biodiversity 2024 101-2 Management of biodiversity impacts 74 101-5 Locations with biodiversity impacts 74 GRI 201: Economic performance 2016 201-2 Financial implications and other risks and opportunities due to climate change 67-71 201-3 Defined benefit plan obligations and other retirement plans 79 201-4 Financial assistance received from government 168 GRI 205: Anti-corruption 2016 205-2 Communication and training about anti-corruption policies and procedures 85 205-3 Confirmed incidents of corruption and actions taken 86 GRI 206: Anti-competitive Behaviour 2016 206-1 Legal actions for anti-competitive behaviour, anti-trust, and monopoly practices 86 GRI 207: Tax 2019 207-1 Approach to tax 87, 174-175, 182 207-2 Tax governance, control, and risk management 167 207-3 Stakeholder engagement and management of concerns related to tax 167 207-4 Country-by-country reporting 174 GRI 302: Energy 2016 302-1 Energy consumption within the organisation 71, 214 302-3 Energy intensity 71, 214 302-4 Reduction of energy consumption 71 ![]() 219 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements GRI standard Specific GRI Disclosure Pages GRI 303: Water and Effluents 2018 303-3 Water withdrawal 73, 215 303-4 Water discharge 73, 215 303-5 Water consumption 73, 215 GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions 71-72, 213 305-2 Energy indirect (Scope 2) GHG emissions 71-72, 213 305-3 Other indirect (Scope 3) GHG emissions 71-72, 213 305-4 GHG emissions intensity 71-72, 213 305-5 Reduction of GHG emissions 64-72, 213 305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions 73, 215 GRI 306: Waste 2020 306-3 Waste generated 73, 215 GRI 401: Employment 2016 401-1 New employee hires and employee turnover 79 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees 79 401-3 Parental leave 79 GRI 403: Occupational Health and Safety 2018 403-1 Occupational health and safety management system 76-78 403-2 Hazard identification, risk assessment, and incident investigation 76-78 403-4 Worker participation, consultation, and communication on occupational health and safety 76-78 403-5 Worker training on occupational health and safety 76-78 403-6 Promotion of worker health 76-78 403-8 Workers covered by an occupational health and safety management system 76-78 403-9 Work-related injuries 76-78 403-10 Work-related ill health 78 GRI 404: Training and Education 2016 404-1 Average hours of training per year per employee 83, 86 404-2 Programme for upgrading employee skills and transition assistance programme 83 404-3 Percentage of employees receiving regular performance and career development reviews 83 GRI standard Specific GRI Disclosure Pages GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees 79-80, 109-110 405-2 Ratio of basic salary and remuneration of women to men 79 GRI 406: Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken Not disclosed GRI 417: Marketing and Labeling 2016 417-1 Requirements for product and service information and labelling 87 GRI 418: Customer Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data 86 ![]() 220 Elementis plc Annual Report and Accounts 2025 #### SASB index Topic Accounting Metric SASB code Pages Greenhouse Gas Emissions Gross global Scope 1 emissions, percentage covered under emissions-limiting regulations RT-CH-110a.1 71-72, 213 Discussion of long-term and short-term strategy or plan to manage Scope 1 emissions, emissions reduction targets, and an analysis of performance against those targets RT-CH-110a.2 64-71 Air Quality Air emissions of the following pollutants: (1) nitrogen oxides (excluding N 2 O), (2) sulfur oxides, (3) volatile organic compounds, and (4) hazardous air pollutants RT-CH-120a.1 73, 215 Energy Management (1) Total energy consumed, (2) percentage grid electricity, (3) percentage renewable, (4) total self-generated energy RT-CH-130a.1 71-72, 214 Water Management (1) Total water withdrawn, (2) total water consumed, percentage of each in regions with high or extremely high baseline water stress RT-CH-140a.1 73, 215 Number of incidents of non-compliance associated with water quality permits, standards, and regulations RT-CH-140a.2 78 Description of water management risks and discussion of strategies and practices to mitigate those risks RT-CH-140a.3 73 Hazardous Waste Management Amount of hazardous waste generated, percentage recycled RT-CH-150a.1 73, 215 Community Relations Discussion of engagement processes to manage risks and opportunities associated with community interests RT-CH-210a.1 103 Topic Accounting Metric SASB code Pages Workforce Health & Safety (1) Total recordable incident rate and (2) fatality rate for (a) direct employees and (b) contract employees RT-CH-320a.1 76 Description of efforts to assess, monitor, and reduce exposure of employees and contract workers to long-term (chronic) health risks RT-CH-320a.2 76-77 Product Design for Use-phase Efficiency Revenue from products designed for use-phase resource efficiency RT-CH-410a.1 39 Safety & Environmental Stewardship of Chemicals (1) Percentage of products that contain Globally Harmonized System of Classification and Labelling of Chemicals, Category 1 and 2 Health and Environmental Hazardous Substances, (2) percentage of such products that have undergone a hazard assessment RT-CH-410b.1 Not disclosed Discussion of strategy to (1) manage chemicals of concern and (2) develop alternatives with reduced human and/or environmental impact RT-CH-410b.2 87 Genetically Modified Organisms Percentage of products by revenue that contain genetically modified organisms RT-CH-410c.1 Not disclosed Management of the Legal & Regulatory Environment Discussion of corporate positions related to government regulations and/or policy proposals that address environmental and social factors affecting the industry RT-CH-530a.1 Not disclosed Operational Safety, Emergency Preparedness & Response Process Safety Incidents Count, Process Safety Total Incident Rate, and Process Safety Incident Severity Rate RT-CH-540a.1 76-77 Number of transport incidents RT-CH-540a.2 Not disclosed Activity metric Production by reportable segment RT-CH-000.A 33-34, 214 ![]() 221 Elementis plc Annual Report and Accounts 2025 Shareholder Information Strategic Report Corporate Governance Financial Statements #### Glossary ABF Associated British Foods AGM Annual General Meeting Alchemy Alchemy Ingredients Limited AOCC Average operating cash conversion APMs Alternative performance measures ARG Annual Revenue Growth AWC Average trade working capital Board Board of Directors of Elementis plc BPS Basis points CAPEX Capital expenditure CDP Carbon Disclosure Project CEO Chief Executive Officer CFO Chief Financial Officer CGU Cash-generating unit CMD Capital Markets Day CO 2 Carbon dioxide CO 2 e Carbon dioxide equivalent CP Current policies CSRD Corporate Sustainability Reporting Directive DE&I Diversity, equity and inclusion DNED Designated Non-Executive Director DSBP Deferred Share Bonus Plan DT Delayed Transition DTR Disclosure Guidance and Transparency Rules EBITDA Earnings before interest, tax, depreciation and amortisation ECC Ethics and Compliance Council ECHA European Chemicals Agency ECL Expected credit loss ELT Executive Leadership Team EMEA Europe, Middle East and Africa EPS Earnings per share ERP Enterprise Resource Planning ESC Environmental Sustainability Council ESG Environmental, social and governance ESOS Executive Share Option Scheme ESOT Employee Share Ownership Trust ETS Emission Trading Schemes EU European Union FCA Financial Conduct Authority FRC Financial Reporting Council FRS Financial Reporting Standards FRS 101 Financial Reporting Standards 101 FTE Full time equivalent FTSE Financial Times Stock Exchange GAAP Generally accepted accounting principles GBP Great British Pound GDP Gross domestic product GEC Green Electricity Certificates GHG Greenhouse gas GJ Gigajoule GRI Global Reporting Initiative GWh Gigawatt-hour GWP Global Warming Potential Harwood Harwood Capital Management Limited HI&I Household, industrial and institutional cleaners HMRC HM Revenue & Customs HR Human resources HSE Health, safety and environment IAS International Accounting Standards IASB International Accounting Standards Board IFRIC International Financial Reporting Standards Interpretations Committee IFRS International Financial Reporting Standards IMA Industrial Minerals Association IP Intellectual Property IPCC Intergovernmental Panel on Climate Change ISO International Organization for Standardization IT Information technology IUCN International Union for Conservation of Nature ![]() 222 Elementis plc Annual Report and Accounts 2025 KPI Key performance indicator LCA Life cycle analysis LCIA Life Cycle Impact Assessment LDI Liability-driven investment LTA Lost time accidents LTIP Long-term incentive plan m 3 Cubic metres M&A Mergers and acquisitions MT Metric ton MWh Megawatt per hour NASCIT North Atlantic Smaller Companies Investment Trust PLC NBO New business opportunities NED Non-Executive Director NGFS Network for Greening the Financial Systems NiSATs Non-ionic synthetic associative thickeners NOx Nitrogen oxides NZ Net Zero 2050 OCI Other comprehensive income Oryx Oryx International Growth Fund Limited OSHA Occupational Safety and Health Administration OTIF On-Time, In-Full PBT Profit before tax PFAS Polyfluoroalkyl Substances PPF Pension Protection Fund PRMB Post-retirement medical benefit PSE Process safety event PSM Process safety management PwC PricewaterhouseCoopers LLP QHSE Quality, Health, Safety and Environment R&D Research and development RCF Revolving credit facility REACH Registration, Evaluation, Authorisation and Restriction of Chemicals REC Renewable Energy Certificates RFP Request for Proposal RMI Responsible Minerals Initiative ROCE Return on capital employed RSPO Roundtable on Sustainable Palm Oil RTO Risk-turnover s.172 Section 172 of the Companies Act 2006 SASB Sustainability Accounting Standards Board SAYE Save As You Earn SBT Science-based target SBTi Science Based Targets initiative SDS Safety data sheets SID Senior Independent Director SOx Sulfur oxides SVHC Substances of very high concern SVP Senior Vice President TCFD Task Force on Climate-related Financial Disclosures TiO 2 Titanium dioxide TMC Trademark Committee TRIR Total recordable injury rate TSR Total shareholder return UK United Kingdom UN United Nations UN GC United Nations Global Compact UN SDGs United Nations Sustainable Development Goals US United States USD United States dollar VOC Volatile organic compound WRI World Resources Institute #### Glossary continued ![]() Printed by a CarbonNeutral ® company with an Environmental Management System certified to ISO 14001. 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