in architectural paints, to improving the workability and durability of industrial coatings, adhesives & 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.

Discontinued operations

Talc

On 27 May 2025, we announced the simultaneous sale and completion of the Talc business to IMI Fabi S.p.A ("IMI Fabi"), a global talc manufacturer, for an enterprise value of $121m¹, with net cash proceeds after transaction costs of $55m¹ (the "Transaction").

The Transaction follows the strategic review of the Talc business, announced in August 2024, to evaluate whether the full potential of Talc could best be delivered as part of Elementis, or via a divestment. The Board concluded that the sale to IMI Fabi was the best outcome for all stakeholders. As a result of the Transaction, all sites, employees, assets and liabilities of Talc have moved under IMI Fabi's ownership and, following a short transitional period, will trade under Mondo Minerals as well as its other affiliated IMI Fabi brands.

Balance Sheet

We maintained a strong balance sheet during the period, and following the sale of the Talc business, net debt reduced to $125.4m (31 December 2024: $196.4m). As a result, the net debt to EBITDA ratio reduced to 0.9x (31 December 2024: 1.0x).

In line with the Group's progressive dividend policy, the Board has declared an interim dividend of 1.3 cents, up from 1.1 cents in the prior year, an increase of 18%.  

On 27 May 2025, we successfully completed the refinancing of our term loan facility and revolving credit facility ("RCF"). Under the terms of the refinancing, we repaid the outstanding €142m term loan with a maturity date of May 2026 and put in place a new $110m term loan with a maturity date of May 2029. We also extended our $250m RCF by an extra year to May 2029. The $50m term loan with a maturity date of May 2026 remains unchanged.

Following the refinancing, post period end, the Company entered into new interest rate swap arrangements for its USD denominated debt, under which a total of $110m of debt was swapped from floating to fixed rate for a period between one and three years.

In recognition of Elementis' strong balance sheet and the confidence in the streamlined Group's prospects, the Board announced on 27 May 2025 its intention to return $50m of the net cash proceeds from the sale of Talc to shareholders, by way of a share buyback programme. The programme, which commenced on 28 May 2025, will aim to purchase approximately £40m ($50m equivalent), with the objective of cancelling the majority of shares repurchased, with a small amount retained in treasury to meet the obligations under the Company's employee share scheme.

Elevating Elementis

At Elementis, we have strong foundations and much to be proud of. We are recognised as a market leader in rheology, the science of how materials deform and flow under the influence of external forces, and in formulation solutions, that enable us to design and develop mixtures to achieve desired outcomes for our end customers in the Personal Care and Coatings markets. We also own the only high-grade hectorite mine in the world, whose premium rheological qualities in combination with our formulation expertise leads to superior performance across a wide range of industrial sectors. 

Our strong, long-standing relationships with global customers, coupled with a broad manufacturing footprint, provide flexibility and resilience. Through our unique product portfolio, we deliver sustainable solutions, reinforcing our commitment to responsible business practices. Moreover, as a business with healthy margins and strong cash flow generation, we are well-positioned to seize new opportunities.

Over the past few years, we have made significant strides in delivering on our strategic priorities of growth, innovation, and efficiency. Following the sale of the Talc business in May 2025, we were pleased to have accelerated the delivery of our 2023 Capital Markets Day (CMD) financial targets of adjusted operating profit of 19%+, three-year operating cash conversion of >90% and return on capital employed (excluding goodwill) >20% by 2026. In addition, we are firmly on-track with our commitment to deliver aggregate cost savings of $30m by 2025.

With the transformation of the company into a premium pure play speciality additives player, we now have the chance to 'Elevate' Elementis' by building on our strengths to deliver significant value creation potential.  Equally we recognise there are challenges to address. First, we have not reached our full potential in the pace of top-line growth, due to a challenging market backdrop and the distractions of the Talc business. Second, we are enhancing our service delivery and reliability levels to win new business faster. And finally, we need to simplify and streamline the way we work.

From our position of strength and recognising these challenges, we are initiating our 'Elevate 'Elementis' strategy - a focus on three priorities that will drive consistent growth and attractive returns for shareholders.

1.   Accelerate sustainable growth

·      Leverage core capabilities in Hectorite, Rheology and Formulations solution to drive growth by:

o  Delivering double-digit revenue growth from hectorite;

o  Leveraging our global rheology leadership;

o  Becoming formulation solutions partner of choice for our customers.

·      This will be enabled by the following:

o  Investing in R&D to drive innovation - R&D spend to increase from ~2% to ~3% of sales and innovation sales to increase from 15% to 20% over the medium;

o  Enhancing customer intimacy by increasing direct account coverage and opening new warehouses and technical support labs in south east Asia and India;

o  To complement the above organic growth, we will selectively consider bolt-on M&A opportunities, while maintaining balance sheet strength.

2.   First choice for customers

·     Enhancing service levels to meet requirements for specialty products with Group wide On-Time, In-Full (OTIF) programme to achieve best-in-class service and delivery levels.

·  Debottlenecking at critical plants, starting at St. Louis, with significant self-help opportunities remaining across our manufacturing footprint.

·    Enhancing customer service with a renewed focus on end-to-end customer service excellence.

3.   Simpler, leaner Elementis

·   $10m additional savings by 2026 (net of additional R&D spend), with reduced overheads and improved supply chain and procurement processes.

·      Driving simplification, agility and speed of execution across the business.

These priorities are designed to propel Elementis' performance, driving higher growth whilst generating material free cash flow and creating optionality for additional shareholder returns. 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%

Through disciplined execution of this strategy, we will create value for customers, employees, and shareholders alike-elevating Elementis to the next level.

Sustainability

In line with our purpose, we continue to develop high-performance additives that deliver better, more sustainable outcomes for the environment and for society, unlocking the opportunities that arise from helping our customers on their own sustainability journeys. We are committed to reducing our impact on the environment while designing products that use fewer resources and create 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 this process, we have committed to reducing absolute scope 1 and 2 GHG emissions 58.8% by 2034 from a 2024 base year. We have also committed to reducing absolute scope 3 GHG emissions covering purchased goods and services, upstream transportation and distribution and waste generated in operations by 35%, within the same timeframe. Our SBT ensures we remain competitive and proactive to reduce our emissions in line with best practice.

The divestment of our Talc business has changed our environmental footprint and risk / opportunity profile. In 2019, Elementis' GHG emissions intensity (Scope 1 & Scope 2 market -based) in 2019 was

400 tCO2e/$m revenue. Following the sale of both Chromium and Talc businesses, it is c.120 tCO2/$m, a c.70% reduction. As a result, we are reviewing our sustainability strategy, material focus areas, and our environmental targets and will publish updated information in due course, however, we do not expect our SBT to change. Meanwhile, our actions to improve our footprint remain robust. So far in 2025:

·  We have turned on Elementis' first on-site solar panels Anji, China, lowering emissions and electricity costs for the site;

·   We have also secured low carbon electricity certificates for our remaining US sites that were without such a contract;

·    Our Livingston, UK site is in the process of upgrading a heat exchanger on their dryer, which will contribute additional energy efficiency. Our newest site, Taloja, India is working through several energy efficiency opportunities identified;

·   We continue to reduce our water use and associated water withdrawal and effluent costs, with additional recycling of water from certain manufacturing processes at Milwaukee and New Martinsville in the US, and additional water recycling assessment work commenced at St. Louis, US (the site with largest water use).

In 2025, we are further embedding supplier ESG risk assessment, supported by EcoVadis, into our supplier management processes. We are also expanding the range of products supported by life-cycle assessment, to deliver quantified, more sustainable product design solutions to our customers.

Credible data is increasingly important for our stakeholders. While our key environmental data is 3^rd party verified for many years, the trend is towards assurance of this data. During 2025/2026, we are reviewing and enhancing non-financial reporting processes to ensure our disclosures retain transparency, competitiveness and are ready for future assurance.

Safety

Safety is one of our fundamental values and is key to the success of Elementis. We are committed to becoming a zero-injury business and we continue to invest in building a strong, proactive safety culture. This includes ongoing training, rigorous asset maintenance, and a focus on prevention. Regrettably, during the first half of the year, we had three recordable incidents, compared to one in the prior period (excluding Talc). None of these required time away from work. As a result of this, we doubled the number of audits and inspections across our sites to help reinforce safe behaviours and identify improvement opportunities. These efforts reflect our belief that safety is not only a responsibility, it is essential to how we operate and grow.

People, culture and values

Our people are our greatest asset, and our purpose-driven culture continues to be a key driver of our success. We are supported by a diverse and action-oriented team with a strong winning mentality. The Fit for the Future organisational restructuring was concluded during the first half of the year, and following the sale of our Talc business, we now have a more streamlined and focused organisation. As the company continues to evolve, we remain anchored in our purpose-unique chemistry, sustainable solutions-and guided by our values-Safety, Team, Respect, Solutions and Ambition-, which continue to shape how we work, collaborate and lead.

Our latest engagement scores show a positive trend, reflecting the resilience and commitment of our teams during a period of change in the organisation.

Outlook

In the first half, we delivered a strong financial performance with continued operational progress in challenging economic conditions, with operating profit and margins both ahead of last year. For the remainder of 2025, we assume no significant change in the demand environment.

Following the sale of the Talc business, we expect the full year adjusted operating profit performance to be in line with market expectations².

Notes:

1.    Enterprise value €107m, net cash proceeds after transaction costs in the region of €48m. Converted at exchange rate of €1 = $1.1379.

2.     Based on company compiled consensus dated 30 July 2025, the mean adjusted operating profit for the year ended 31 December 2025 is $126m (range $122-129m).

Finance report

Revenue

Operating profit

1. After adjusting items - see Note 5.

Adjusted operating profit

1. After adjusting items - see Note 5.

Group results

Group revenue for the six months to 30 June 2025 was $307.9m (H1 2024: $314.1m), a decrease of $6.2m or 2.0% on a reported currency basis and a decrease of $4.3m or 1.4% on a constant currency basis, due to lower volumes and mix effect, partially offset by pricing actions.

Adjusted operating profit was up 7.2% on a constant currency basis and 5.9% on a reported basis, to $65.3m (H1 2024: $61.7m), driven by self-help and pricing actions. Statutory operating profit was $57.0m, higher as compared to $54.3m in the prior period. The reported profit after tax from continuing operations was $35.1m (H1 2024: $28.6m).

Business performance overview

Personal Care

Personal Care revenue was up 1.6% (or 2.4% on a constant currency basis) to $116.4m (H1 2024: $114.6m), driven by the increase in sales in our Cosmetics and AP Actives businesses.

Adjusted operating profit increased strongly by 17.6% (or 18.7% on constant currency basis) to $39.5m (H1 2024: $33.6m), benefiting from higher volumes, price management actions and cost savings. As a result, the adjusted operating margin increased to 33.9% (H1 2024: 29.3%).

Coatings

Coatings revenue decreased 4.0% (or 3.5% on a constant currency basis) to $191.5m (H1 2024: $199.5m), principally due to weaker volumes in all regions. 

Adjusted operating profit decreased by 9.4% (or 8.2% on a constant currency basis) to $34.9m (H1 2024: $38.5m) principally due to lower demand and a negative mix, partially offset by pricing actions.  Adjusted operating margin reduced from 19.3% to 18.2% in the prior period.

Coatings also includes our Energy business, which accounts for around 13% (H1 24: 10%) of total Coatings sales.

Central costs

Central costs are those costs that are not identifiable as expenses of a particular business segment and comprise expenditures of the Board of Directors and corporate head office. Adjusted central costs fell to $9.1m from $10.4m in the prior period.

Adjusting items

In addition to the statutory results, the Group uses alternative performance measures, such as adjusted operating profit and adjusted diluted earnings per share, to provide additional useful analysis of the performance of the Group. The Board considers these non-GAAP measures as an alternative way to measure the Group's performance. Adjusting items in the six months ended 30 June 2025 resulted in a charge of $7.7m before tax (H1 2024: $7.1m). The key categories of adjusting items are summarised below. For more information on adjusting items and the Group's policy for adjusting items, please see Note 5.

Business transformation

Business transformation costs of $4.2m primarily comprise a charge of $1.5m (H1 2024: charge of $0.6m) in relation to the Fit for the Future restructuring programme, $1.2m in relation to a US supply chain transformational review, $0.4m recognised in respect of the closure of the Middletown plant, and $0.3m in relation to the data transformation programme.

Environmental provisions

The Group's environmental provision is calculated on a discounted cash flow basis and reflects the time period over which spending is estimated to take place. A credit of $0.4m (H1 2024: credit of $1.4m) to the environmental provision reflects the impact of changes in discount rates.

St. Louis fire

In November 2024, a fire incident at our St. Louis plant resulted in remediation costs of $0.4m.

Amortisation of intangibles arising on acquisitions

Amortisation of $4.1m (H1 2024: $4.1m) represents the charge in respect of the Group's acquired intangible assets.

Interest on EU state aid receivable

Finance income of $0.6m (H1 2024: $0.6m) has been recognised in respect of interest due on the EU state aid receivable.  

An explanation of other adjusting items relating to the previous period can be found within the Finance Report of the 2024 Annual Report and Accounts.

Hedging

The Group uses cash flow hedges to manage exposure to interest rate and commodity price risks, particularly those associated with interest payments and aluminium pricing. In H1 2025 interest rate and commodity price movements resulted in a net gain from hedge transactions of $0.9m (H1 2024: net loss of $1.1m) recycled to the income statement.

Other expenses

Other expenses are administration costs incurred and paid by the Group's pension schemes that largely relate to former employees of legacy businesses. These costs were $1.4m in the first half of 2025 (H1 2024: $1.1m).

Net finance costs

Net finance costs decreased to $8.1m (H1 2024: $12.3m). This was largely due to lower net debt during the six months to 30 June 2025. Net pension finance income was $0.6m (H1 2024: $0.5m). The interest on lease liabilities of $0.5m decreased slightly (H1 2024: $0.6m) primarily as a result of lower finance lease liabilities. The unwind of discount on provisions of $0.7m (H1 2024: $0.7m) remained flat.

Taxation

The Group incurred a tax charge of $14.2m (H1 2024: $13.7m) on adjusted profit before tax, resulting in an effective tax rate of 25.7% (H1 2024: 28.5%). The lower effective tax rate was driven primarily by changes in the geographic mix of profits.

Tax on adjusting items largely relates to the amortisation of intangible assets and the Fit for the Future restructuring programme.

The medium-term expectation for the Group's adjusted effective tax rate remains around 26%.

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.

Adjusted diluted EPS increased 19.3% to 6.8 cents (H1 2024: 5.7 cents), primarily due to a higher adjusted profit after tax, primarily as a result of stronger operating performance during the six months to June 2025. A higher basic earnings per share before adjusting items of 5.9 cents (H1 2024: 4.9 cents) resulted from a higher profit from continuing operations.

Note 7 provides disclosure of EPS calculations, both including and excluding the effects of adjusting items, and the potential dilutive effects of outstanding and exercisable options.

Dividend

The Board has considered the strength of the balance sheet and the outlook for the remainder of the year. In line with the Group's dividend policy, the Board has declared an interim dividend of 1.3 cents per share (H1 2024: 1.1 cents per share), which will be paid in pounds sterling. A dividend of 0.97 pence per share has been determined by converting the 1.3 cents into pounds sterling using the forward rate of £1.00:$1.34 as determined on 30 July 2025. The interim dividend will be paid on 26 September 2025 to shareholders included on the share register on 15 August 2025.

Cash flow

As per the statutory cash flow statement, net cash inflow from operating activities decreased to $29.1m (H1 2024: $35.1m) primarily as a result of a higher net working outflow in the six months to June 2025. A net working capital outflow of $29.3m was higher compared to the prior period (H1 2024: $20.5m), due to a higher working capital outflow as a result of higher debtors and inventories at 30 June 2025, partially offset by a change from an outflow to an inflow for creditors.

Net cash inflow in relation to investing activities was $41.4m (H1 2024: outflow of $16.6m), significantly above the prior period, following the receipt of $52.5m from the sale of talc, which is made up of $60.2m gross cash proceeds less, net of cash sold of $7.7m.

Net cash outflow in relation to financing activities was $78.9m (H1 2024: outflow $15.4m), lower than the prior period which included a repayment of €142m borrowings as part of the refinancing in May 2025 and the drawing of a new $110m term, with a maturity date of May 2029. The amount also includes $7.7m of funds used to purchase 5.1m shares in the period, as part of the Group's $50m share buyback programme. Of this amount, c.1.3m shares were originally held in treasury and subsequently used to meet existing share-based awards in the period. Dividends paid during the first half of 2025 were $17.7m (H1 2024: $12.1m).

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 profit/(loss) and EBITDA is shown in the alternative performance measures ("APM") section (page 34).

Adjusted cash flow

1.  Other includes share-based payments, movement in provisions, movement in derivatives and payment of lease liabilities.

Adjusted operating cash flow decreased to $42.0m (H1 2024: $47.1m), principally driven by a higher working capital outflow of $29.3m compared to an outflow of $20.3m in H1 2024, offset by lower capital expenditure spend and higher adjusted EBITDA.

Free cash flow decreased slightly to $16.0m (H1 2024: $17.3m), primarily driven by a lower adjusted operating cash flow and the negative impact of movement in provisions during the six months to June 2025, partially offset by lower tax and interest payments.

Net debt reduced to $125.4m (H1 2024: $196.4m), a decrease of $71.0m on a pre-IFRS 16 basis, principally due to the sale of the Talc business. The net debt to adjusted EBITDA ratio decreased to 0.9x on a pre-IFRS 16 basis (H1 2024: 1.6x).

Working capital

Total trade working capital increased to $138.8m (31 December 2024: $129.6m includes the working capital attributable to the sold Talc business). The increase was driven primarily by lower creditors, offset by lower inventories. The change in working capital was impacted by the sale of the Talc business and normal operating seasonality.

Foreign currency

The financial information is presented in US dollars, the Group's reporting currency. The main dollar exchange rates relevant to the Group are set out below.

Related party transactions

There were no material related party transactions entered into and there have been no material changes to the related party transactions disclosed in the Group's 2024 Annual Report and Accounts on page 191.

Directors' responsibility statement

A full list of the Directors can be found on the Elementis corporate website at: www.elementis.com.

The Directors confirm that to the best of their knowledge:

·    The condensed set of financial statements set out in this Half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the United Kingdom.

·     The condensed set of consolidated financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4R; and

·    The interim management report contained in this Half-yearly financial report includes a fair review of the information required by:

o    DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year.

o        DTR 4.2.8R of the Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in related party transactions described in the 2024 Annual Report and Accounts that could have a material effect on the financial position or performance of the entity during the first six months of the current financial year.

Approved by the Board on 30 July 2025 and signed on its behalf by:

Luc van Ravenstein                                     Ralph Hewins

CEO                                                             CFO                                        
30 July 2025                                                30 July 2025

Independent Review Report to Elementis Plc

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated cashflow statement, the condensed consolidated statement of changes in equity, and related notes 1 to 18.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2, the condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".

Conclusion Relating to Going Concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of the directors

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the group'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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the review of the financial information

In reviewing the half-yearly financial report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.

Deloitte LLP

Statutory Auditor

Cambridge, United Kingdom

30/7/2025

Condensed consolidated income statement
for the six months ended 30 June 2025

1.  2024 has been represented following the classification of the Talc business as a discontinued operation, see Note 17 for further details.

2.    Other expenses comprise administration expenses for the Group's pension schemes.

Condensed consolidated statement of comprehensive income
for the six months ended 30 June 2025

1.  2024 has been represented following the classification of the Talc business as a discontinued operation, see Note 17 for further details.

Condensed consolidated balance sheet
as at 30 June 2025

Condensed consolidated statement of changes in equity
for the six months ended 30 June 2025

Condensed consolidated cash flow statement
for the six months ended 30 June 2025

1.     2024 has been represented following the classification of the Talc business as a discontinued operation, see Note 17 for further details.

Notes to the interim financial statements for the six months ended 30 June 2025

1. General Information

Elementis plc (the 'Company') and its subsidiaries (together, the 'Group') manufacture specialty chemicals. The Group has operations in the US, UK, Brazil, Germany, Portugal, China, Taiwan, Malaysia and India. The Company is a limited liability company incorporated and domiciled in England and is listed on the London Stock Exchange.

2. Accounting policies

Basis of preparation

The annual financial statements of Elementis plc will be prepared in accordance with United Kingdom adopted International Financial Reporting Standards. This condensed set of financial statements (also referred to as 'interim financial statements' in this announcement) has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the United Kingdom.

As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the same accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2024. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Key judgements and sources of estimation uncertainty remain unchanged from those as set out in the Annual Report and Accounts at 31 December 2024. The information for the year ended 31 December 2024 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

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.

Discontinued operations

On 27 May 2025, Elementis announced the sale of the Talc business to IMI Fabi S.p.A. The sale was completed on the same day. The Talc business met the criteria to be classified as a discontinued operation. As a result of this classification, the condensed consolidated income statement, the condensed consolidated statement of other comprehensive income and the condensed consolidated statement of cash flows, including related notes, for the six months ended 30 June 2024 has been re-presented.

3. Going concern

Given the continuing uncertainties resulting from the macro-economic environment in which the Group operates, the directors have placed a particular focus on the appropriateness of adopting the going concern basis in preparing the condensed consolidated financial statements for the six months ended 30 June 2025.

The Group's going concern assessment covers the period of at least 12 months from the date of authorisation of these consolidated half year financial statements (the 'going concern period'), and takes into account its substantial liquidity, committed expenditure, and likely ongoing levels of costs.

In preparing the assessment, alongside the most likely 'base case' forecast, the Board has considered both a 'reverse stress test case' which flexes sales and costs to determine what circumstances would be required to breach banking covenants, and a 'plausible downside case'. This assessment shows the Group has sufficient liquidity to discharge its liabilities as they fall due throughout the going concern period under the base case, assuming continued access to our revolving credit facilities. Access to these credit facilities is dependent on the Group operating within its financial covenants.

The Group successfully refinanced its term loans effective 27 May 2025, along with exercising its one-year extension option on the existing revolving credit facility. The Group now has a $50m term loan due to mature in June 2026, a $110m term loan due to mature in June 2029 and a multicurrency revolving credit facility of $250m due to mature in June 2029.

Testing up to 30 June 2025 confirmed that the Group operated within these covenants and under the base case the Group is expected to remain within its financial covenants throughout the going concern period and the conditions necessary for the reverse stress scenario to be applicable were deemed remote.

The directors also considered factors likely to affect future performance and development, the Group's financial position, current excess liquidity position, 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 for dealing with these risks.

In conclusion, after reviewing the base case and considering the remote likelihood of the scenario in the reverse stress test case occurring as well as having considered the uncertainty relating to the macro-economic environment and the mitigating actions available, the directors have formed the judgement that, at the time of approving the consolidated financial statements, there are no material uncertainties that cast doubt on the Group's going concern status and that it is appropriate to prepare the consolidated accounts on the going concern basis.

4. Segment reporting

The Group's reporting segments are:

Coatings - production of rheological modifiers and additives for decorative and industrial coatings

Personal Care - production of rheological modifiers and compounded products, including active ingredients for anti-perspirant deodorants, for supply to Personal Care manufacturers

All revenues are external and relate to the sale of goods. Revenue and operating profit in Coatings (Decorative Paints) and Personal Care (AP Actives) are marginally impacted by seasonal influences. Revenue and operating profit tend to be higher in the first half of the year as our customers ramp up production ready to meet end-customer demand in the summer months, when weather conditions are favourable for painting and when anti-perspirants are in greater demand.

5. Adjusting items and alternative performance measures

A number of items have been recorded under adjusting items by virtue of their size and/or one time nature 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 businesses are performing as they achieve consistency and comparability between reporting periods. The net impact of these items on the Group profit before tax for the year is a debit of $7.7m (2024: $7.1m). The items fall into a number of categories, as summarised below:

Business transformation - Business transformation costs of $4.2m primarily included a charge of $1.5m (H1 2024: charge of $0.6m) in relation to the Fit for the Future restructuring programme, $1.2m in relation to a US supply chain transformational review, $0.4m in respect of the closure of the Middletown plant, and $0.3m in relation to the Group's data transformation programme.

Environmental provisions - The Group's environmental provision is calculated on a discounted cash flow basis and reflects the time period over which spending is estimated to take place. A credit of $0.4m (H1 2024: credit of $1.4m) to the environmental provision reflects the impact of changes in discount rates.

St. Louis fire - In November 2024, a fire incident at our St. Louis plant resulted in remediation costs of $0.4 million.

Amortisation of intangibles arising on acquisition - Amortisation of $4.1m (H1 2024: $4.1m) represents the charge in respect of the Group's acquired intangible assets.

Interest on EU state aid receivable - Finance income of $0.6m (H1 2024: $0.6m) has been recognised in respect of interest due on the EU state aid receivable.

Tax on adjusting items - this is the net impact of tax relating to the adjusting items listed above.

An explanation of other adjusting items relating to the previous period can be found within the Finance Report of the 2024 Annual Report and Accounts.

To support comparability with the financial statements as presented, a reconciliation to the adjusted consolidated income statement is shown below.

6. Finance income

7. Finance costs

8. Income tax expense

The charge for tax on profits of $12.4m gives rise to an effective tax rate of 26.1% (H1 2024: $12.3m, or 30.1%) and is based on the probable tax charge in those jurisdictions where profits arise. Within this figure is a tax credit of $1.8m (H1 2024: $1.4m) in respect of adjusting items.

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:

The dilutive loss per share calculation from discontinued operations and dilutive loss per share from continuing and discontinued operations for 2025 and 2024 in the table below does not include the impact of the 10.2m (2024: 12.3m) dilutive share options, as the inclusion of these potential shares would have an anti-dilutive impact on the diluted loss per share; it would decrease the diluted loss per share.

10. Dividends

The following dividends were declared and paid by the Group:

11. Property, plant & equipment

Property, plant and equipment decreased to $170.8m (31 December 2024: $338.0m), primarily due the sale of Talc business of $178.2m and depreciation of $11.3m offset by net capital expenditure of $12.3m and the impact of currency translation.

12. Pension

Valuations for IAS 19 purposes were conducted as of 30 June 2025. At this date the Group is reporting a surplus on its UK scheme of $21.6m (31 December 2024: $23.0m), a surplus on its US schemes of $0.7m (31 December 2024: $1.2m) and a deficit on all other schemes of $5.7m (31 December 2024: $5.2m).

UK plan

The largest of the Group's retirement plans is the UK defined benefit pension scheme ("UK Scheme"), which at 30 June 2025 had a surplus, under IAS 19, of $21.6m (31 December 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 reduction in net surplus was largely driven by actuarial losses on plan assets of $2.8m.

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 30 June 2025 of $3.7m (31 December 2024: $4.6m), and a post-retirement medical plan with a liability of $3.0m (31 December 2024: $3.4m). The US pension plans are smaller than the UK plan and at 30 June 2025 the overall surplus on the US plans decreased by $0.5m, as a result of net actuarial losses of $0.5m and current service costs of $0.4m offset by Company contributions of $0.4m.

Other plans

Other pension plans amounted to a liability of $5.7m (31 December 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.

13. Movement in net debt

14. Financial risk management

The Group has exposure to the following financial risks:

• credit risk;

• liquidity risk; and

• 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, assisted by Internal Audit, 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. These interim financial statements do not include all the financial risk management information and disclosures that are required in the Annual Report and Accounts and should be read in conjunction with the financial statements for the year ended 31 December 2024. The Group's risk management policies have not changed since the year end.

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.

Derivatives are held at fair value and are categorised within Level 2. All other financial instruments are held at amortised cost, which is assumed to approximate their fair values. All the fair values of financial assets and liabilities carried at amortised cost are considered to be Level 2 valuations which are determined using directly or indirectly observable inputs other than unadjusted quoted prices.

15. 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 is hopeful of bringing these matters to a conclusion during 2025. At this stage management have concluded that there is a possible obligation but that any such obligation cannot be measured with sufficient reliability.

During 2022, the Group terminated a distribution agreement with one of its distributors. The distributor has brought a claim for compensation as a result of the termination. This matter has now proceeded to arbitration and management have concluded at this stage that the obligation cannot be measured with sufficient reliability.

During Q4 2023, an environmental incident occurred at the Eaglescliffe site, which, following investigation during 2024, 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 2024, Flacks Group are responsible for the cost of any remediation and associated fine. As the transaction has not yet completed, Elementis have disclosed the event. Management have concluded at this stage that the obligation cannot be measured with sufficient reliability.

16. 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 per cent 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.

17. Business Exits

Sale of Talc business

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). The sale was completed on 27 May 2025.  Transaction costs of $8.0m were incurred for the sale, of which $6.1m was recognised in the six months to 30 June 2025.

The results of the discontinued operation, which is included in the consolidated income statement within 'Loss from discontinued operation', were as follows

A reconciliation of the reported operating loss from discontinued operations to adjusted operating profit from discontinued operations is provided below:

Details of assets and liabilities at the date of disposal are provided in the following table:

Eaglescliffe held for sale

On 6 March 2024, Elementis entered into an agreement to sell its former Chromium manufacturing site at Eaglescliffe to Flacks Group for negative purchase consideration of £11.5m ($14.5m). Completion of the transaction is conditional on regulatory approval. Whilst the transaction is still awaiting regulatory approval, Elementis and the Flacks Group are committed to the sale and therefore the site has continued to be classified as held for sale as of 30 June 2025.

18. Events after the balance sheet date

There were no significant events after the balance sheet date.

Principal risks and uncertainties

The Group has policies, processes and systems in place to help identify, evaluate and manage risks throughout the organisation that may have a material effect on its business operations and the delivery of its strategic objectives, including its business model, future performance, solvency, liquidity and / or reputation. The Board continues to take a proactive approach to recognising and mitigating risk with the aim of protecting its employees and safeguarding the interests of the Group, its shareholders, employees, customers, suppliers and all other stakeholders.

The principal risks and uncertainties facing the Group are set out in the Annual Report and Accounts for the 12 months ended 31 December 2024 (pages 70 to 74). The Group has reviewed these risks and concluded there are no material changes and hence that they will remain relevant for the second half of the financial year. The potential impact of these risks, together with details of specific mitigating actions are set out in the 2024 Annual Report and Accounts.

All risks are subject to executive oversight and assessment and management will continue to review the effectiveness and efficiency of existing controls over those risks and to identify further actions where appropriate in order to manage the Group's exposure.

Alternative performance measures and unaudited information

Alternative performance measures

A reconciliation from reported profit for the year to earnings before interest, tax, depreciation and amortisation ("EBITDA") is provided to support understanding of the summarised cash flow included within the Finance report.

There are also a number of key performance indicators used in this report. 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.

Contribution margin

The Group's contribution margin, which is defined as sales less all variable costs, divided by sales and expressed as a percentage.

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 operating profit, after adjusting items, to sales.

Adjusted Group profit before tax

Adjusted Group profit before tax is defined as the Group profit before tax after adjusting items, excluding adjusting items relating to tax.

Adjusted operating cash flow

Adjusted operating cash flow is defined as the net cash flow from operating activities less net cash used in or operating activities from discontinued operations less net capital expenditure but excluding, income taxes paid or received, interest paid or received, movement in provisions and derivatives, pension contributions net of current service cost, share-based payment expense and adjusting items.

Adjusted operating cash conversion

Adjusted operating cash conversion is defined as adjusted operating cash flow divided by adjusted operating profit.

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 return on operating capital employed

The adjusted return on operating capital employed ("ROCE") is defined as adjusted operating profit for the last 12 months divided by operating capital employed, expressed as a percentage. Operating capital employed comprises fixed assets (excluding goodwill), working capital and operating provisions. Operating provisions include self-insurance and environmental provisions but exclude retirement benefit obligations.

1.    Excludes the operating capital employed for the Talc business as of 30 June 2024.

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.

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.

Unaudited information

To support a full understanding of the performance of the Group, the information below provides the calculation of net debt/EBITDA.

Pre IFRS 16 Net debt/EBITDA:

1.    Net debt excludes lease liabilities.

2.    Net Debt/EBITDA, where EBITDA is the adjusted EBITDA on continuing operations of the Group on a pre IFRS 16 basis.

Post IFRS 16 Net debt/EBITDA:

1.    Net debt excludes lease liabilities.

2.    Excludes IFRS 16 lease liabilities for the Talc business as of 30 June 2024.

3.    Net Debt/EBITDA, where EBITDA is the adjusted EBITDA on continuing operations of the Group on a post IFRS 16 basis.