Company registration number 03455690 (England and Wales)
CF FERTILISERS UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
CF FERTILISERS UK LIMITED
COMPANY INFORMATION
Directors
Daniel Tiffney
Martin Liddle
Kimberly Petersen
Scott Carlisle
Amanda Pascavage
(Appointed 20 March 2026)
Company number
03455690
Registered office
Billingham Complex
Haverton Hill Road
Billingham
United Kingdom
TS23 1PY
Auditor
Azets Audit Services
Alpha House
4 Greek Street
Stockport
United Kingdom
SK3 8AB
Bankers
Citibank N.A
Citi Group Centre
Canada Square
Canary Wharf
London
United Kingdom
E14 5LB
Solicitors
Eversheds Sutherland (International) LLP
1 Wood Street
London
EC2V 7WS
CF FERTILISERS UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Profit and loss account
11
Statement of comprehensive income
12
Balance sheet
13 - 14
Statement of changes in equity
15
Notes to the financial statements
16 - 39
CF FERTILISERS UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The Directors present the S trategic R eport for the year ended 31 December 2025.

Principal activities

The principal activities of CF Fertilisers UK Limited (“the Company”) are the manufacture and supply of plant nutrients into the agricultural market and intermediate chemicals into the process chemicals industry.

The immediate parent company is CF Industries (UK) Limited, which is an intermediate holding company, ultimately controlled by CF Industries Holdings, Inc.

Results for the year
2025
2024
%
£'000
£'000
change
Turnover
235,007
223,751
5.0
Operating profit
19,125
54,452
(64.9)
Profit for the financial year
16,429
40,829
(59.8)
Turnover increased in 2025, due to higher commodity pricing. The Company continues to operate the Ammonia importation model to fulfil production at the Billingham site.
The Company sold its former manufacturing site at Ince. This resulted in the realisation of a net loss £8,335,936 see note 5 for further details.
2025
2024
%
£'000
£'000
change
Net current assets
126,035
97,806
28.9
Net assets
207,409
190,883
8.7
Net assets excluding net pension liability
207,409
190,883
8.7
Net defined benefit pension liability
-
-
-
The Company declared and paid a dividend in the year of £Nil in favour of its sole shareholder, CF Industries (UK) Limited. (2024: £69,700,000).
During the year, the member nominated and employee nominated Trustees of the Company's defined benefit pension Kemira GrowHow UK Ltd Pension Fund (West scheme) and Terra Nitrogen (UK) Limited Pension Scheme (East scheme) were removed and Capital Cranfield Pension Trustees Limited (the Trustee) agreed to continue as the sole corporate professional trustee. The deeds of removal were signed on 17 October 2025 and 21 October 2025, respectively. The Trustee entered into bulk annuity (“buy in”) insurance contracts. Under these arrangements, the insurer is required to make payments to the schemes that match the timing and amount of the covered pension obligations. The buy in transactions do not change the schemes' legal obligations to members, and therefore the Company continues to recognise the full defined benefit obligations on its balance sheet. Further details can be found in note 22.
CF FERTILISERS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

The Company’s activities are exposed to several financial risks including price risk, credit risk and liquidity risk.

Price risk

Ammonia prices are recognised as a source of risk as they represent a significant portion of product cost and can fluctuate with market conditions. The Company’s exposure to Ammonia price risk is regularly monitored with regular updates given to the Directors and Management.

Credit risk

The Company’s principal financial assets are bank balances and trade debtors.

The Company regularly reviews the credit risk associated with its trade debtors.

The Company’s principal financial liabilities are trade payables and accruals. The Company purchases under typical industry credit terms.

Liquidity risk

As at 31 December 2025, the Company had no outstanding balance under the revolving loan facility provided by CF Industries Enterprises, LLC. This facility was amended on 8 March 2024, extending the £45,000,000 facility termination date to 31 December 2026. None of the aforementioned loan was drawn as at 31 December 2025.

The Board periodically undertakes a review of treasury risks facing the Company and ensures the appropriate treasury management strategies are in place to manage those risks.

Going concern

On 31 December 2025, the Company showed a cash position of £89,953,099. The Company continues to have access to a £45,000,000 revolving loan facility provided by CF Industries Enterprises, LLC and £5,000,000 overnight and £10,000,000 intraday unsecured overdraft facilities with Citi Bank. On 31 December 2025, no borrowings were outstanding on either facility.

The Directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. The forecast has been prepared on the basis that the Company continues to operate from the Billingham complex under the imported Ammonia model. Management has developed a plausible severe downside scenario, including a mechanical failure of the Billingham complex for an extended period. The forecast demonstrates that by taking account of plausible downside changes, the Company will have sufficient funds to meet its liabilities as they fall due for that period, with sufficient headroom to fund anticipated costs as they become due.

Consequently, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements. The Directors have therefore prepared the financial statements on a going concern basis.

Future prospects

The Directors are confident regarding the future outlook of the business.

Environment

The Company is committed to conducting business in a manner which will protect the environment, in accordance with all legal requirements and sound environmental management practices. The Company has practices in place for the continuous review and improvement of its operations in order to reduce their environmental impact and its use of resources, outlined in the Directors’ Report, Streamlined Energy and Carbon Reporting.

Safety

The Company puts safety first and takes it seriously, not only of the individuals who work in its plants, but also the communities in which it operates. The Company continually reviews and seeks to improve the safety of its operations.

Safety (and operational reliability) underpins the Company’s significant level of capital expenditure.

CF FERTILISERS UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Corporate governance

The Directors are committed to engagement with employees and other stakeholders of the Company in compliance with section 172(1) (a) to (f), The Companies (Miscellaneous Reporting) Regulations 2018, described below and in the Directors’ Report.

During the period, the Directors have focused attention on how to deliver the best outcomes considering the management of all stakeholders including employees, customers, suppliers and the broader community, evidenced as follows:

- The strategic direction and business decisions are regularly evaluated and considered by the Directors and the UK management team. The team is made up of the senior leaders from the various areas of the business who meet on a regular basis to review and discuss the market and customer relationships, employee matters, supplier management and environmental and community update.

- The sales and customer service teams are structured to ensure that customer needs, strategies and priorities are understood and fulfilled. The UK management team is actively engaged in new and changing customer contract activity and regularly provides the Directors with updates on customer relationships.

- Regular forecasting, planning and cash updates are provided, to ensure that decisions taken focus on the long-term viability of the business as defined by the core values.

- Allocation of capital, particularly with regards to maintenance and upgrades required to ensure the safe operation of plants, is regularly reviewed.

- The UK management team participates in monthly meetings with the site general manager and site management team to review all operational issues of significance.

- The UK management team engages proactively with the pension Trustees on behalf of the Directors, and updates the Directors on relevant matters.

- The Directors receive updates from the UK management team regarding engagement with and developments in respect of government, key stakeholders and agencies focused on environmental issues such as the Department of Business and Trade and the Chemical Industries Association.

The Directors are satisfied that S172 requirements have been performed to a high standard and in line with the code of conduct requirements of all employees.

On behalf of the board

Daniel Tiffney
Director
5 May 2026
CF FERTILISERS UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The Directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 11.

No dividends were paid during the year to the parent entity CF Industries (UK) Limited (2024: £69,700,000). The Directors do not recommend payment of a final dividend as of the date of these financial statements.

Directors

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

Brett Nightingale
(Removed 20 March 2026)
Daniel Tiffney
Martin Liddle
Kimberly Petersen
Scott Carlisle
Amanda Pascavage
(Appointed 20 March 2026)
Qualifying third party indemnity provisions

The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.

Supplier payment policy

It is Company policy to agree and clearly communicate the terms of payment as part of the commercial arrangement negotiated with suppliers and then to pay according to those terms based upon the timely receipt of an accurate invoice.

Trade creditor days of the Company for the year ended 31 December 2025 were 28 days (2024: 28 days), calculated as the ratio, expressed in days, between the amounts invoiced to the Company by its suppliers in the year and the amounts due to trade creditors at the year end.

Political and charitable donations

During the year the Company made charitable donations of £66,012 (2024: £16,453), principally to local charities serving the communities in which the Company operates. The Company made no political donations (2024: £Nil).

Disabled persons

The Company gives full and fair consideration to applications for employment made by disabled persons having regard to their particular aptitudes and abilities. Appropriate training is arranged and reasonable adjustments made for disabled persons, including retraining for suitable alternative work for employees who become disabled, the aim being to facilitate the employee’s ability to remain within the organisation.

Employee involvement

Regular meetings are held with employee representatives. Opportunity is given at these meetings for senior management to be questioned about matters that concern the employees.

The Company complies with all employment legislation including requirements concerning equal opportunities in employment, employment of disabled people and health and safety at work.

Health, safety and welfare of employees

The Company is committed to protecting the health, safety and welfare of its employees. This is achieved by complying with all relevant health and safety legislation and adopting appropriate industry standards. This in turn is supported by controlled systems of work and the provision of health, safety and welfare training and services. The Company has achieved certification to OSHAS 45001 across active locations.

CF FERTILISERS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Post reporting date events

There have been no post balance sheet events since year end to the date of signing the Directors Report that warrant disclosure.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

2025
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
155,224,609
167,490,973
2025
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Production of products
37,462
36,193
- Fuel consumed for owned transport
672
789
38,134
36,982
Scope 2 - indirect emissions
- Electricity purchased
122
-
Scope 3 - other indirect emissions
- From business travel in rented cars or employee-owned vehicles where the Company is responsible for purchasing fuel
363
312
Total gross emissions
38,618
37,294
Intensity ratio
Total gross tCO2e/Turnover (£m)
164
167
Quantification and reporting methodology

The Company's operations are subject to reporting requirements under the Emissions Trading Scheme, with direct emissions calculated in-line with ETS permit requirements. Emissions associated with manufacturing electricity consumption are zero from 2022 onwards (100% certified renewable). Emissions associated with company electric vehicles are 122.12 CO2e.

Energy efficiency action summary

The Company's facilities are inherently energy intensive and therefore energy efficiency has been a long-term priority. Improvement projects on existing plants tend to be incremental and undertaken during periodic maintenance shutdowns. Energy efficiency improvements are identified and implemented as part of the ongoing capital programme, with input provided by relevant studies, such as through the Energy Savings Opportunities Scheme (ESOS).

Statement of disclosure to auditor

So far as each person who was a D irector at the date of approving this report is aware, there is no relevant audit information of which the C ompany’s auditor is unaware. Additionally, the D irectors individually have taken all the necessary steps that they ought to have taken as D irectors in order to make themselves aware of all relevant audit information and to establish that the C ompany’s auditor is aware of that information.

CF FERTILISERS UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Other information

Current developments in the business and particulars of significant events which have occurred in the financial year have been included in the Strategic Report, along with details of financial risks to the business, going concern and related cashflow; and the actions undertaken by the Directors to manage such risks.

On behalf of the board
Daniel Tiffney
Director
5 May 2026
CF FERTILISERS UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

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 Company and of the profit or loss of the Company for that period. In preparing these 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 inappropriate to presume that the Company will continue in business.

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. They 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.

CF FERTILISERS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CF FERTILISERS UK LIMITED
- 8 -
Opinion

We have audited the financial statements of CF Fertilisers UK Limited (the 'Company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

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 C ompany'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.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the S trategic R eport and the Directors' R eport 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.

CF FERTILISERS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CF FERTILISERS UK LIMITED (CONTINUED)
- 9 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the C ompany and its environment obtained in the course of the audit, we have not identifie d material misstatements in the S trategic R eport or the Directors R eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of Directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' R esponsibilities S tatement, 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, Directors are responsible for assessing the C ompany'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 C ompany or to cease operations, or have no realistic alternative but to do so.

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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

CF FERTILISERS UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CF FERTILISERS UK LIMITED (CONTINUED)
- 10 -

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the C ompany through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Helen Davies (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Alpha House
4 Greek Street
Stockport
SK3 8AB
5 May 2026
CF FERTILISERS UK LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
2025
2024
Notes
£'000
£'000
Turnover
3
235,007
223,751
Cost of sales
(180,391)
(181,016)
Gross profit
54,616
42,735
Distribution costs
(17,964)
(17,686)
Administrative expenses
(13,511)
(12,477)
Other operating income
4
19,353
57,850
Other operating expenses
4
(15,033)
(15,970)
Exceptional items
5
(8,336)
-
0
Operating profit
6
19,125
54,452
Interest receivable and similar income
9
15,909
16,072
Interest payable and similar expenses
10
(13,942)
(12,868)
Profit before taxation
21,092
57,656
Tax on profit
11
(4,663)
(16,827)
Profit for the financial year
25
16,429
40,829

The notes on pages 16 to 39 form part of these financial statements.

CF FERTILISERS UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£'000
£'000
Profit for the year
16,429
40,829
Other comprehensive income:
Items that will not be reclassified to profit or loss
Movements from defined benefit actuarial changes and plan assets
22
(43)
(11,400)
Deferred tax relating to the defined benefit pension schemes
11
11
2,850
Total items that will not be reclassified to profit or loss
(32)
(8,550)
Total comprehensive income for the year
16,397
32,279

The notes on pages 16 to 39 form part of these financial statements.

CF FERTILISERS UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 13 -
2025
2024
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible fixed assets
14
83,278
98,970
Current assets
Stocks
15
31,927
21,750
Deferred tax asset
20
2,765
2,779
Debtors
16
25,831
24,880
Cash at bank and in hand
89,953
72,611
150,476
122,020
Creditors: amounts falling due within one year
17
(24,441)
(24,214)
Net current assets
126,035
97,806
Total assets less current liabilities
209,313
196,776
Creditors: amounts falling due after more than one year
17
(1,904)
(2,392)
Provisions for liabilities
Other provisions
21
-
0
(3,501)
Net assets excluding pension liability
207,409
190,883
Defined benefit pension liability
22
-
-
Net assets
207,409
190,883
Capital and reserves
Called up share capital
24
13,594
13,594
Share premium account
25
97,359
97,359
Other reserves
25
4,029
3,900
Profit and loss reserves
25
92,427
76,030
Total equity
207,409
190,883

The notes on pages 16 to 39 form part of these financial statements.

CF FERTILISERS UK LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 14 -
The financial statements were approved by the Board of Directors and authorised for issue on 5 May 2026 and are signed on its behalf by:
Daniel Tiffney
Director
Company registration number 03455690
CF FERTILISERS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2024
13,594
97,359
3,633
113,451
228,037
Year ended 31 December 2024:
Profit for the year
-
-
-
40,829
40,829
Other comprehensive income:
Movements from defined benefit actuarial changes and plan assets
22
-
-
-
(11,400)
(11,400)
Tax relating to other comprehensive income
20
-
-
-
2,850
2,850
Total comprehensive income for the year
-
-
-
32,279
32,279
Dividends
12
-
-
-
(69,700)
(69,700)
Share based payments
23
-
-
267
-
0
267
Balance at 31 December 2024
13,594
97,359
3,900
76,030
190,883
Year ended 31 December 2025:
Profit for the year
-
-
-
16,429
16,429
Other comprehensive income:
Movements from defined benefit actuarial changes and plan assets
22
-
-
-
(43)
(43)
Tax relating to other comprehensive income
20
-
-
-
11
11
Total comprehensive income for the year
-
-
-
16,397
16,397
Share based payments
23
-
-
129
-
0
129
Balance at 31 December 2025
13,594
97,359
4,029
92,427
207,409

The notes on pages 16 to 39 form part of these financial statements.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

CF Fertilisers UK Limited (the "Company") is a private c ompany limited by shares incorporated in England and Wales. The registered office is Billingham Complex, Haverton Hill Road, Billingham, United Kingdom, TS23 1PY. The Company's principal activities and nature of its operations are disclosed in the Strategic Report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the C ompany. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of International Financial Reporting Standards (IFRS):

- inclusion of an explicit and unreserved statement of compliance with IFRS;

- presentation of a statement of cash flows and related notes;

- disclosure of the objectives, policies and processes for managing capital;

- disclosure of key management personnel compensation;

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

- the effect of financial instruments on the statement of comprehensive income;

- comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment and intangible assets;

- disclosure of the future impact of new IFRS in issue but not yet effective at the reporting date;

- comparative narrative information; and

- related party disclosures for transactions with the parent or wholly owned members of the group.

Where required, equivalent disclosures are given in the group accounts of CF Industries Holdings, Inc. The group accounts of CF Industries Holdings, Inc. are available to the public and can be obtained as set out in note 28.

1.2
Going concern

The true Directors have at the time of approving the financial statements, gained the necessary assurance to be confident that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these accounts. T he Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.3
Turnover

Turnover represents the invoiced value of goods and services provided in the normal course of business, net of rebates, and excluding value added tax. Revenue is recognised at the point of despatch, or where satisfaction of a performance obligation transfers control of goods to the customer occurs, when this is not the same as the date of despatch.

Carbon credit sales are classified within other operating income. The carbon credits are not recognised until the point of sale.

Other operating income also includes the sale of utilities, which are covered by contracts to supply. The income recognised is determined as follows:

- servicing fees included in the price of products sold are recognised by reference to contractual terms and conditions; and

- income is recognised at the contractual rates as goods are delivered and direct expenses incurred.

1.4
Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is subsequently reversed if, and only if, the reasons for the impairment loss have ceased to apply. At the balance sheet date, goodwill has been fully amortised / impaired.

1.5
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Patents, trademarks and similar rights

Patents and trademarks are included at net book value as at the transition date 1 January 2014.

Research and development

Expenditure on research activities is written off to the profit and loss account in the year in which it is incurred.

Expenditure on development activities is capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of material and any external labour involved with the development project. Other development expenditure is recognised in the profit and loss account as an expense is incurred.

Other intangible assets

Expenditure on internally generated goodwill and brands is recognised in the profit and loss account as the expense is incurred.

Amortisation is recognised so as to write off the cost or valuation of assets, less their residual values, over their useful lives on the following bases:

- Patents and trademarks - indefinite life

- Capitalised development expenditure - 5-7 years

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or re valuation, net of depreciation and any impairment losses.

Stocks of precious metals, used as catalysts in the production process, are valued on a weighted average cost basis. Cost comprises purchase price and associated refining costs.

The cost of precious metals used in the manufacture of nitric acid is charged at an estimated rate of use, based on production levels, over the life of the campaign. The amount of precious metal actually used during the campaign is established when the catalyst is removed from the plant at the end of the campaign and the remaining precious metal is recovered as part of the refining process. Any adjustment to estimated usage is made at the end of the refining process.

Engineering spares of a long term nature are valued at cost, with provision made for slow moving and obsolete spares, less any provision for impairment.

Depreciation is recognised to write off the cost or valuation of assets, less their residual values, over their useful lives on the following bases:

Freehold buildings
4% - 7%
Plant and equipment
3% - 25%

The costs associated with the plant maintenance for periodic shutdowns and catalyst replacement are capitalised within plant and equipment and depreciated over the period until the next shutdown or replacement, being no longer than 15 years.

Freehold land and capital work in progress are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the profit and loss account.

1.7
Impairment of tangible and intangible assets

At each reporting end date, the Company assesses whether there are indicators of impairment. If indicators are identified, the Company will assess the recoverable amount compared to the carrying value. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of 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 for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.8
Stocks

Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Engineering spares are valued at cost with provision made for slow moving and obsolete spares, less any provision for impairment.

1.9
Cash at bank and in hand

Cash and cash equivalents include cash in hand, deposits held with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial assets

Financial assets are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

1.11
Financial liabilities

The C ompany recogni s es financial liabilities when the C ompany becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at amortised cost.

1.12
Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Provisions

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event and it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.15
Employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Company has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to present value.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.16
Retirement benefits

The Company operates pension schemes providing benefits based on final pensionable salary. The defined benefit Terra Nitrogen (UK) Limited Pension Scheme (East scheme) was closed to future accruals in 2003 and the defined benefit Kemira GrowHow UK Ltd Pension Fund (West scheme) was closed to future accruals in 2009.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

For defined benefit schemes the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the profit and loss account if the benefits have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. The interest cost and the expected return on assets are shown as a net amount of other finance costs or credits adjacent to interest. Actuarial gains and losses are recognised immediately as other comprehensive income.

Defined benefit schemes are funded, with the assets of the scheme held separately from those of the Company, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The resulting defined benefit asset or liability is presented separately after other net assets on the face of the Balance Sheet.

In the year, the Trustee of the East and West schemes purchased bulk annuity (“buy in”) policies, of which are recognised as scheme assets and are measured at fair value, calculated as the present value of the insured pension obligations. The purchase of a buy in policy does not extinguish or reduce the Company’s legal obligations to members; accordingly, the full defined benefit obligation continues to be recognised. Any difference between the fair value of the buy in policy at the time of the buy in and the value of the related insured liabilities has been recognised within remeasurement gains and losses in Other Comprehensive Income.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17
Share-based payments

The Company’s parent grants rights to its equity instruments to certain Company employees, which are accounted for as equity-settled in the consolidated accounts of the parent. The Company accounts for these share-based payments as equity-settled.

1.18
Leases

At inception, the C ompany assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the C ompany recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within tangible fixed assets, apart from those that meet the definition of investment property.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the C ompany's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the C ompany is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the C ompany's estimate of the amount expected to be payable under a residual value guarantee; or the C ompany's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or it is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The C ompany has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.19
Grants

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.21

Environmental liabilities

Liabilities for environmental costs are recognised when environmental assessments or clean-ups are probable and the associated costs can be reasonably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites. The amount recognised is the best estimate of the expenditure required. Where the liability will not be settled for a number of years, the amount recognised is the present value of the estimated future expenditure.

Expenditure in respect of environmental liabilities that relates to current or future expenditure is expensed or capitalised as appropriate. Expenditure that relates to an existing condition caused by past operations and does not contribute to current or future earnings is expensed.

Carbon emissions

The Net Liability Approach has been adopted with respect to accounting for carbon emission rights. No asset or deferred income is recognised when the carbon emission allowances are initially allocated. Allowances received are used to offset any liability arising as a result of carbon emissions. No accounting entries are required so long as the Company holds sufficient allowances to meet its emission obligations.

If the Company has insufficient allowances to meet its emission obligation a provision is recognised on the basis of the best estimate of the cost to be incurred to meet the emission obligation. The cost is based on the current market price of the carbon emission allowances required to meet its obligation at the balance sheet date.

1.22

Intra-group financial instruments

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will not be required to make a payment under the guarantee.

2
Critical accounting estimates and judgements

In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful lives of property, plant and equipment

As described above, the Company reviews the reasonableness of the estimated useful lives of property, plant and equipment during each reporting period.

Actuarial assumptions on pension obligations

In determining the valuation of the defined benefit pension schemes, certain assumptions about the scheme have been made, notably the expected return on assets, inflation, discount rates, mortality and pension increases. The factors affecting these assumptions are largely outside the Company’s control.

Sensitivity analysis of these assumptions have been detailed in note 22.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
3
Turnover
2025
2024
£'000
£'000
Turnover analysed by class of business
Sale of goods
235,007
223,751
2025
2024
£'000
£'000
Turnover analysed by geographical market
United Kingdom
231,939
219,595
Rest of Europe
3,068
4,156
235,007
223,751
4
Other operating income and expenses
2025
2024
£'000
£'000
Comprises:
Carbon credit sales
5,637
37,503
Utility sales
13,099
12,839
Metal recovery
617
7,139
Fixed asset retirements
-
369
Total other operating income
19,353
57,850
Utility cost of sales
(14,558)
(14,472)
Metal recovery
(215)
(569)
Fixed asset retirements
(260)
(775)
Obsolete project costs
-
(154)
Total other operating expenses
(15,033)
(15,970)
Net other operating income
4,320
41,880
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
5
Exceptional items
2025
2024
£'000
£'000
Loss on disposal of tangible fixed assets
(13,222)
-
Release of provisions
3,480
-
Release of impairment
1,469
-
Legal and professional fees
(63)
-
Exceptional items
(8,336)
-

Exceptional items have been separately disclosed on the basis that they fall outside the ordinary activities of the Company and are not expected to recur.

Exceptional items relate to the sale of the Company's site at Ince, comprising a loss on disposal, release of impairment (note 15), release of provisions (note 21), and associated legal fees. These non-recurring items fall outside the Company’s ordinary activities and are shown separately to clarify underlying performance.

6
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£'000
£'000
Exchange losses
301
2,263
Fees payable to the auditor for the audit of the Company's financial statements
280
266
Fees payable for the preparation of the Company's financial statements
10
8
Depreciation of property, plant and equipment
6,966
7,324
Depreciation of leased property, plant and equipment
701
627
Cost of inventories recognised as an expense
180,391
181,016
7
Employees

The average monthly number of persons (including Directors) employed by the Company during the year was:

2025
2024
Number
Number
Manufacturing
142
148
Sales and administration
36
38
Total
178
186
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

2025
2024
£'000
£'000
Wages and salaries
13,804
14,625
Social security costs
1,884
1,587
Pension costs
3,028
2,025
18,716
18,237
8
Directors' remuneration
2025
2024
£'000
£'000
Remuneration for qualifying services
342
79
Company pension contributions to defined contribution schemes
27
8
369
87

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The number of Directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid Director:
2025
2024
£'000
£'000
Remuneration for qualifying services
189
n/a
Long term incentive schemes
2
n/a
Company pension contributions to defined contribution schemes
14
n/a

As total D irectors' remuneration was less than £200 k in the prior year, no disclosure is provided for that year.

9
Interest receivable and similar income
2025
2024
£'000
£'000
Interest income
Interest on bank deposits
1,259
3,095
Interest on pension scheme assets
14,650
12,930
Other interest income
-
0
47
Total income
15,909
16,072
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
10
Interest payable and similar expenses
2025
2024
£'000
£'000
Interest on financial liabilities carried at amortised cost:
Interest on lease liabilities
141
158
Interest on other loans
391
-
0
532
158
Interest on pension scheme liabilities:
Interest on pension scheme liabilities
13,410
12,710
Total interest expense
13,942
12,868
11
Taxation
2025
2024
£'000
£'000
Current tax
UK corporation tax on profits for the current period
3,541
7,124
Adjustments in respect of prior periods
1,097
1,252
Total UK current tax
4,638
8,376
Deferred tax
Origination and reversal of temporary differences
1,242
7,986
Adjustment in respect of prior periods
(1,217)
465
25
8,451
Total tax charge
4,663
16,827

The charge for the year can be reconciled to the profit per the profit and loss account as follows:

2025
2024
£'000
£'000
Profit before taxation
21,092
57,656
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
5,273
14,414
Other timing differences
(625)
(2,026)
Pension contributions adjustment
(10)
(4,012)
Deferred tax adjustments in respect of prior years
(1,217)
465
Deferred tax current year
1,242
7,986
Taxation charge for the year
4,663
16,827
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 28 -

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2025
2024
£'000
£'000
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(11)
(2,850)
12
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£'000
£'000
Ordinary shares
Final dividend paid
-
5.13
-
69,700
13
Intangible fixed assets
Goodwill
Software
Patents & licences
Total
£'000
£'000
£'000
£'000
Cost
At 31 December 2024
13,184
260
3,910
17,354
At 31 December 2025
13,184
260
3,910
17,354
Amortisation and impairment
At 31 December 2024
13,184
260
3,910
17,354
At 31 December 2025
13,184
260
3,910
17,354
Carrying amount
At 31 December 2025
-
0
-
0
-
0
-
0
At 31 December 2024
-
0
-
0
-
0
-
0
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
14
Tangible fixed assets
Freehold buildings
Plant and equipment
Capital work in progress
Total
£'000
£'000
£'000
£'000
Cost
At 1 January 2025
18,519
561,588
16,439
596,546
Additions
-
0
377
12,044
12,421
Disposals
(13,339)
(188,824)
(260)
(202,423)
Transfers
-
0
12,416
(12,416)
-
0
At 31 December 2025
5,180
385,557
15,807
406,544
Accumulated depreciation and impairment
At 1 January 2025
14,149
481,427
2,000
497,576
Charge for the year
2
7,666
-
0
7,668
Eliminated on disposal
(11,553)
(170,425)
-
0
(181,978)
At 31 December 2025
2,598
318,668
2,000
323,266
Carrying amount
At 31 December 2025
2,582
66,889
13,807
83,278
At 31 December 2024
4,370
80,161
14,439
98,970

The gross book value of land and buildings includes £2,572k (2024: £3,695k) of land that is not depreciated.

Tangible fixed assets includes right-of-use assets, as follows:

Right-of-use assets
2025
2024
£'000
£'000
Net values at the year end
Plant, property and equipment
1,775
2,335
Fixtures and fittings
41
69
Motor vehicles
337
72
2,153
2,476
Total additions in the year
377
184
Depreciation charge for the year
Plant, property and equipment
561
558
Fixtures and fittings
28
28
Motor vehicles
112
27
701
613
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
15
Stocks
2025
2024
£'000
£'000
Raw materials, intermediate, finished stocks and consumables
29,135
20,856
Engineering spares
2,792
2,363
Impairment
-
(1,469)
31,927
21,750

A reversal of impairment of £1,469k has been recognised within exceptional items (note 5) during the year. The reversal reflects updated assessments indicating that the previously recorded impairment is no longer required.

16
Debtors
2025
2024
£'000
£'000
Trade debtors
22,335
21,168
Prepayments and accrued income
3,496
3,712
25,831
24,880

The Company applies the simplified lifetime expected credit loss model to trade debtors. Provisions are based on historical default experience adjusted for current and forward looking information. Specific provisions are recognised where recovery is doubtful. The expected credit loss provision at year end was £1,668k (202 4: £1,588k).

17
Creditors
Due within one year
Due after one year
2025
2024
2025
2024
Notes
£'000
£'000
£'000
£'000
Trade and other creditors
18
20,277
18,430
257
241
Corporation tax
68
1,951
-
-
Other taxation and social security
3,297
3,148
-
-
Lease liabilities
19
758
606
1,647
2,110
Deferred income
41
79
-
0
41
24,441
24,214
1,904
2,392
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
18
Trade and other creditors
Due within one year
Due after one year
2025
2024
2025
2024
£'000
£'000
£'000
£'000
Trade creditors
8,350
7,374
-
0
-
0
Amounts owed to fellow group undertakings
351
59
-
-
Accruals and deferred income
11,576
10,997
-
0
-
0
Other creditors
-
-
257
241
20,277
18,430
257
241

Amounts owed by group undertakings are non-interest bearing and repayable on demand.

Other creditors falling due after more than one year include long term provisions of £257k (2024: £241k), which have been discounted over an estimated 50-year period and are therefore classified as non current.

19
Lease liabilities

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£'000
£'000
Current liabilities
758
606
Non-current liabilities
1,647
2,110
2,405
2,716
2025
2024
Amounts recognised in profit or loss include the following:
£'000
£'000
Interest on lease liabilities
141
158
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.

Accelerated capital allowances
Retirement benefit obligations
Total
£'000
£'000
£'000
Asset at 1 January 2024
7,020
1,360
8,380
Deferred tax movements in prior year
Credit/(charge) to profit or loss
(4,241)
(4,210)
(8,451)
Credit/(charge) to other comprehensive income
-
2,850
2,850
Asset at 1 January 2025
2,779
-
0
2,779
Deferred tax movements in current year
Credit/(charge) to profit or loss
(14)
(11)
(25)
Credit/(charge) to other comprehensive income
-
11
11
Asset at 31 December 2025
2,765
-
0
2,765
21
Provisions for liabilities
2025
2024
£'000
£'000
UK restructuring provisions
-
3,501
At 1 January 2025
3,501
Additional provisions in the year
119
Reversal of provision
(70)
Utilisation of provision
(293)
Release of provision
(3,257)
At 31 December 2025
-

During the year, the Company released provisions following a reassessment of the obligations to which they related. The majority of the release has been recognised within exceptional items (note 5), with the remainder recorded within operating costs.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
22
Retirement benefit schemes
The Company operates both defined contribution and defined benefit pension schemes for all qualifying employees. The main pension schemes are:
1) Kemira GrowHow UK Limited Pension Fund ("West Scheme"), a hybrid scheme which ceased to accrue on 31 August 2009;
2) Terra Nitrogen (UK) Limited Pension Scheme ("East Scheme"), a hybrid scheme which ceased to accrue in 2003; and
3) CF Fertilisers UK Limited Pension Scheme, a defined contribution scheme
The assets of the schemes are held separately from those of the Company in independently administered funds.
The schemes are subject to the funding legislation outlined in the Pensions Act 2004 which came into force on 30 December 2005. This, together with documents issued by the Pensions Regulator, and Guidance Notes adopted by the Financial Reporting Council, set out the framework for funding defined benefit occupational pension schemes in the UK.
2025
2024
Defined contribution schemes
£'000
£'000
Charge to profit or loss in respect of defined contribution schemes
1,151
1,136

The Board of Trustees of the CF Fertilisers UK Limited Pension Scheme is composed of one employer representative, one member representative and one Company appointed professional trustee. The Trustees of the scheme are required to act in the best interest of the scheme's beneficiaries. The appointment of the Trustees is determined by the scheme's trust documentation.

Defined benefit schemes

During the year, the member nominated and employee nominated Trustees of the Company’s defined benefit pension Kemira GrowHow UK Ltd Pension Fund (West scheme) and Terra Nitrogen (UK) Limited Pension Scheme (East scheme) were removed and Capital Cranfield Pension Trustees Limited (the Trustee) agreed to continue as the sole corporate professional trustee. The deeds of removal were signed on 17 October 2025 and 21 October 2025, respectively. The Trustee of the schemes are required to act in the best interest of the schemes’ beneficiaries.

The schemes typically expose the Company to actuarial risks such as investment risk, interest rate risk, mortality risk and longevity risk. A decrease in corporate bond yields, a rise in inflation or an increase in life expectancy would result in an increase to scheme liabilities. This would detrimentally impact the balance sheet position and may give rise to increased charges on future profit and loss accounts. This effect would be partially offset by an increase in the value of the schemes’ bond holdings.

With reference to asset volatility, the Trustees utilised an LDI strategy which aimed to reduce some of the volatility of the funding level of the fund to gilt yields. The discount rate was set with reference to corporate bonds, and thus some volatility remained. Regarding inflation risk, to better protect the fund’s assets against movements in inflation an LDI strategy providing hedging against movements in RPI was implemented.

The Company’s final salary schemes are subject to triennial valuation by independent actuaries (on the basis of annual valuations on the defined accrued benefits method). The latest valuation was at 31 December 2022.

Funding policy

The Company expects to pay £1,500k and £1,400k contributions to the West and East Schemes in 2026.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Retirement benefit schemes
(Continued)
- 34 -
Buy In

During the year, the Trustee of the Company’s defined benefit pension West and East schemes entered into bulk annuity (“buy in”) insurance contracts. Under these arrangements, the insurer is required to make payments to the schemes that match the timing and amount of the covered pension obligations. The insurance policies are held as scheme assets and are measured at fair value, which is equal to the present value of the related insured liabilities.

The buy in transactions do not change the schemes’ legal obligations to members, and therefore the Company continues to recognise the full defined benefit obligations on its balance sheet. Any difference between the value of the buy in policies and the corresponding liabilities at the time of the buy in has been recognised in the remeasurement of the net defined benefit liability within other comprehensive income.

The schemes remain subject to the Company’s funding arrangements, and the buy in contracts form part of the schemes’ overall investment strategy to reduce risk and improve the security of members’ benefits.

2025
2024
Key assumptions
%
%
Discount rate
5.50
5.50
Inflation assumption (RPI)
2.75
3.10
Increase in pensions in payment (RPI)
2.65
2.90
Mortality assumptions
2025
2024

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
22.0
21.7
- Females
24.0
23.9
Retiring in 20 years
- Males
23.4
23.0
- Females
25.4
25.3

The assumptions relating to post retirement mortality are as follows:

For 2025, S3PA Year of Birth tables with 100%/105% scaling factors for males/females, with CMI 2024 (H=1.0, A=0.2%), with long term rate of mortality improvement of 1.25% p.a.

For 2024, S3PA Year of Birth tables with 100%/105% scaling factors for males/females, with CMI 2023 (Sk=7.0, A=0.2%) projections and long term rate of improvement of 1.25% p.a.

The above assumptions apply to both the West and East defined benefit pension schemes.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Retirement benefit schemes
(Continued)
- 35 -
2025
2024
Amounts recognised in the profit and loss account
£'000
£'000
Net interest on defined benefit liability/(asset)
- West scheme
(620)
(120)
- East scheme
(620)
(100)
Administration costs and fair value adjustments
- West scheme
919
457
- East scheme
858
431
Past service cost
- West scheme
-
-
- East scheme
100
-
Total costs
637
668

Of the total expenses for the year, £1,777k relates to administration expenses, £100k to past service costs, £14,650k to interest receivable and £13,410k to interest payable.

2025
2024
Amounts recognised in other comprehensive income
£'000
£'000
Actuarial changes arising from changes in demographic assumptions
- West scheme
1,450
20
- East scheme
940
(100)
Actuarial changes arising from changes in financial assumptions
- West scheme
(1,540)
(14,030)
- East scheme
(2,970)
(12,430)
Actuarial changes arising from experience adjustments
- West scheme
450
(300)
- East scheme
1,570
(1,170)
Return on plan assets (excluding interest)
- West scheme
8,771
9,571
- East scheme
10,579
7,912
Movement in surplus not recognised
- West scheme
(9,070)
10,879
- East scheme
(10,137)
11,048
Total costs
43
11,400
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Retirement benefit schemes
(Continued)
- 36 -

The amounts included in the balance sheet arising from the Company's obligations in respect of defined benefit plans are as follows:

2025
2024
£'000
£'000
Present value of defined benefit obligations
- West scheme
139,460
142,620
- East scheme
108,910
111,100
Fair value of plan assets
- West scheme
(141,269)
(153,499)
- East scheme
(109,821)
(122,148)
Surplus not recognised
- West scheme
1,809
10,879
- East scheme
911
11,048
(Surplus) / Deficit in schemes
-
-
2025
2024

Movements in the present value of defined benefit obligations

£'000
£'000
At 1 January
- West scheme
142,620
161,340
- East scheme
111,100
126,970
Benefits paid
- West scheme
(11,040)
(11,500)
- East scheme
(7,720)
(7,790)
Actuarial gains and losses
- West scheme
360
(14,310)
- East scheme
(460)
(13,700)
Interest cost
- West scheme
7,520
7,090
- East scheme
5,890
5,620
Prior service cost
- West scheme
-
-
- East scheme
100
-
At 31 December
- West scheme
139,460
142,620
- East scheme
108,910
111,100
CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Retirement benefit schemes
(Continued)
- 37 -
2025
2024

Movements in the fair value of plan assets:

£'000
£'000
At 1 January
- West scheme
(153,499)
(158,667)
- East scheme
(122,148)
(124,201)
Interest income
- West scheme
(8,140)
(7,210)
- East scheme
(6,510)
(5,720)
Benefits paid
- West scheme
11,040
11,500
- East scheme
7,720
7,790
Contributions by the employer
- West scheme
(360)
(9,150)
- East scheme
(320)
(8,360)
Return on plan assets
- West scheme
9,690
10,028
- East scheme
11,437
8,343
At 31 December
- West scheme
(141,269)
(153,499)
- East scheme
(109,821)
(122,148)
Sensitivity of the defined benefit obligations to changes in assumptions.
West scheme obligations would have been affected by changes in assumptions as follows:
2025
2024
£'000
£'000
0.5% change in discount rate
- decrease
+ 7,160
+ 7,160
- increase
- 6,700
- 6,760
0.5% change in inflation rate
- decrease
- 2,480
- 2,420
- increase
+ 2,300
+ 2,570
East scheme obligations would have been affected by changes in assumptions as follows:
2025
2024
£'000
£'000
0.5% change in discount rate
- decrease
+ 6,490
+ 6,560
- increase
- 5,950
- 6,170
0.5% change in inflation rate
- decrease
- 4,510
- 4,620
- increase
+ 4,280
+ 4,880

The sensitivity information shown has been prepared using the same method used to adjust the results of the latest funding valuation to the balance sheet date. This is the same approach as has been adopted in previous periods.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Retirement benefit schemes
(Continued)
- 38 -

The fair value of plan assets at the reporting period end was as follows:

West scheme
East scheme
West scheme
East scheme
2025
2025
2024
2024
£'000
£'000
£'000
£'000
Annuity Policy
138,642
108,610
-
-
Equity instruments
-
-
5,298
6,298
Property
742
358
3,134
1,670
Other investment funds
-
-
20,514
20,048
Bonds and gilts
-
-
124,229
92,365
Cash
1,885
853
324
1,767
141,269
109,821
153,499
122,148

Plan assets do not include any of the entity’s own transferable financial instruments or property, or other assets used by the entity. All assets have a quoted market value in an active market.

23
Share-based payments

The Company issues share-based payments to certain employees.

2025
2024
£'000
£'000
Expenses
Related to equity settled share based payments
129
267

Movements in share based payments are recognised in other reserves (note 25).

24
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£'000
£'000
Authorised
Ordinary shares of £1 each
26,000,000
26,000,000
26,000
26,000
Issued and fully paid
Ordinary shares of £1 each
13,594,316
13,594,316
13,594
13,594

Ordinary share capital shall be non-redeemable but shall hold full rights of voting, and shall entitle the holder to full participation in respect of equity.

CF FERTILISERS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 39 -
25
Reserves

Share premium

The share premium account represents the total contribution paid by shareholders above the nominal value on issue of the shares.

Other reserves

This reserve records the fair value of equity-settled share-based payments recognised less shares that have vested during the year.

Profit and loss account reserves

The profit and loss account represents all current and historic profits or losses of the Company.

26
Capital commitments
2025
2024
£'000
£'000

At 31 December 2025 the Company had capital commitments as follows:

Contracted for but not provided in the financial statements:
Acquisition of tangible fixed assets
4,733
5,462
27
Related party transactions

The Company has taken advantage of the exemption available within FRS 101.8(k) that allows it not to disclose transactions with other companies in the CF Industries Holdings, Inc. group of companies for the year.

28
Controlling party

The immediate parent company is CF Industries (UK) Limited, a company incorporated in the United Kingdom.

The ultimate controlling party is CF Industries Holdings, Inc. 2375 Waterview Drive, Northbrook, Illinois, 60062, USA.

The largest group in which the results of the Company are consolidated is headed by CF Industries Holdings, Inc. No other group financial statement includes the results of the Company. The consolidated financial statements of CF Industries Holdings, Inc. can be obtained from the Company website https://www.cfindustries.com/.

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