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Registered number: 08309254
CRODA INVESTMENTS NO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CRODA INVESTMENTS NO 2 LIMITED
COMPANY INFORMATION
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Private company limited by shares
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CRODA INVESTMENTS NO 2 LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Changes in Equity
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Notes to the Financial Statements
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CRODA INVESTMENTS NO 2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their strategic report of the Company for the year ended 31 December 2025.
The Company is an investment holding company which was established to hold investments in both shares and loan capital of the Croda International Plc Group, the Company's ultimate parent company.
Business review and dividend
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The Company made a profit of $2,000 (2024: loss of $23,000) for the financial year. The Directors paid a dividend of $nil (2024: $nil). The Directors do not recommend a final dividend (2024: $nil).
Principal risks and uncertainties
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From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the Croda International Plc Group ('the Group'), of which it is a wholly owned subsidiary. Accordingly, the principal risks of the Company are discussed on pages 33 to 39 of the Group's Annual Report and Accounts.
Key performance indicators
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Given the straightforward nature of the business, the Company’s Directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Directors' statement of compliance with duty to promote the success of the Company
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Section 172 of the Companies Act 2006 requires the Directors to take into consideration the interests of the stakeholders in their decision making. The Directors have regard to the interests of the Company’s employees and other stakeholders, including its impact on the community, the environment and its reputation, when making their decisions. The Directors consider what is likely to promote the success of the Company for its members in the long term in all their decision making.
Further information on our engagement with our stakeholders can be found in the Strategic Report of Croda International Plc on page 6 of the Group’s Annual Report and Accounts.
This report was approved by the board on 11 June 2026 and signed on its behalf.
Page 1
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CRODA INVESTMENTS NO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to $2,000 (2024: loss $23,000).
Details on dividends can be found in the Strategic Report on page 1.
The Directors who served during the year were:
Directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their positions to the extent permitted by law. These indemnities are qualifying third party indemnities (as defined in section 234 of the Companies Act 2006) and were in force during the financial year and at the date of approval of the financial statements. In addition, the Company maintained Directors' and Officers' liability insurance cover throughout the year.
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments and accounting estimates that are reasonable and prudent;
∙state where applicable UK Accounting Standards hae been followed, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as reasonably open to them to safeguard the assets or the Company and to prevent and detect fraud and other irregularities.
Page 2
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CRODA INVESTMENTS NO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Financial risk management
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The Company's operations expose it to a variety of financial risks. The Company's ultimate parent undertaking, Croda International Plc, has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company. This is disclosed on pages 163 and 164 of the Group's Annual Report and Accounts.
The Company primarily holds intercompany balances and cash. No significant trading activities are expected in the Company in the short term.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This report was approved by the board on 11 June 2026 and signed on its behalf.
Page 3
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CRODA INVESTMENTS NO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA INVESTMENTS NO 2 LIMITED
Opinion
We have audited the financial statements of Croda Investments No 2 Limited ("the Company") for the year ended 31 December 2025, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and related notes, including the accounting policies in note 1.
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 UK Accounting Standards, including FRS 101 “Reduced Disclosure Framework”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis of opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
In our evaluation of the Directors’ conclusions, we considered the inherent risks to the Company’s business model and analysed how those risks might affect the Company’s financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
∙we consider that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
∙we have not identified, and concur with the Directors' assessment that there is not a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included enquiring of Directors, and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, as well as whether they have knowledge of any actual, suspected or alleged fraud.
As required required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because there are no revenue transactions. We did not identify any additional fraud risks.
Page 4
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CRODA INVESTMENTS NO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA INVESTMENTS NO 2 LIMITED
We performed procedures including: Identifying journal entries and other adjustments to test based on high risk criteria and comparing the identified entries to supporting documentation. These included material entries posted by management after the close of primary books for year end, entries posted by senior finance management or other high-risk users and those posted to unusual account combinations.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and discussed with the Directors the policies and procedures regarding compliance with laws and regulations.
The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
This Company, as a holding company, is not subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
Strategic report and directors' report
The Directors are responsible for the strategic report and the directors’ report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon. Our responsibility is to read the strategic report and the directors’ report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
∙we have not identified material misstatements in the strategic report and the directors' report;
∙in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
∙in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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.
We have nothing to report in these repects.
Page 5
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CRODA INVESTMENTS NO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA INVESTMENTS NO 2 LIMITED
Directors' reponsibilities
As explained more fully in their statement set out on page 2, the Directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's reponsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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.
Ian Griffiths (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
11 June 2026
Page 6
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CRODA INVESTMENTS NO 2 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Administrative income/(expenses)
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Profit/(loss) for the financial year
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There are no items of other comprehensive income for 2025 or 2024 other than the profit/(loss) for the year. As a result, no separate Statement of Comprehensive Income has been presented.
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The notes on pages 10 to 13 form part of these financial statements.
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All amounts relate to continuing operations.
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Page 7
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CRODA INVESTMENTS NO 2 LIMITED
REGISTERED NUMBER: 08309254
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Total shareholders' funds
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The financial statements on pages 7 to 13 were approved and authorised for issue by the board and were signed on its behalf on 11 June 2026.
The notes on pages 10 to 13 form part of these financial statements.
Page 8
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CRODA INVESTMENTS NO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total shareholders' funds
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Comprehensive income for the year
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Total comprehensive income for the year
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Total shareholders' funds
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Comprehensive expense for the year
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Total comprehensive expense for the year
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The notes on pages 10 to 13 form part of these financial statements.
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Page 9
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CRODA INVESTMENTS NO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year. Details of new standards, amendments and interpretations can be viewed on page 135 of the Group's Annual Report and Accounts.
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006 as applicable to companies adopting FRS 101.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2).
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
Net current assets are $345,000 at 31 December 2025. As such, the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.
The Directors have considered the expected obligations of the Company for a period of 12 months from the date of approval of these financial statements, concluding that, taking account of reasonably possible downsides, the Company will have sufficient funds, to meet its liabilities as they fall due for that period.
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 and therefore have prepared the financial statements on a going concern basis.
Page 10
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CRODA INVESTMENTS NO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The Group accounting policy for financial risk factors is also relevant to the preparation of the Company financial statements and is disclosed on pages 163 and 164 of the Group’s Annual Report and Accounts.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is US dollars.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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Accounting estimates and judgements
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The preparation of financial statements in compliance with FRS 101 requires the use of certain significant accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Under FRS 101 an estimate or judgement may be considered significant if it has a significant effect on the amounts recognised in the financial statements or if the estimates have a risk of material adjustment to assets and liabilities within the next financial year.
In the process of applying the Company’s accounting policies which are described above, management has not made any significant judgements that have a significant effect of the amounts recognised in the financial statements, except for:
Recoverability of intercompany debtors
Intercompany debtors are stated at their recoverable amount less any necessary provision. Recoverability of intercompany debtors is assessed annually and a provision is recognised if any indications exist that the debtor is not considered recoverable.
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The audit fee for the year of $16,456 (2024: $16,456) was borne by the ultimate parent company, Croda International Plc. There were no non-audit fees for the Company in the current or prior year.
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The Company has no employees (2024: None) other than the Directors, who did not receive any remuneration in respect of their services (2024: $nil).
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Page 11
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CRODA INVESTMENTS NO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profit/(loss) for the year
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of 25.0% (2024: 25.0%). The differences are explained below:
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Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25.0% (2025: 25.0%)
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Adjustments to tax charge in respect of prior periods
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Other differences leading to an increase in the tax charge
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Total tax charge for the year
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The adjustment to the tax year in respect of prior periods in both the current and prior year arose following the finalisation of the tax provision.
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Amounts owed by group undertakings
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The amounts owed to group undertakings are unsecured, non-interest bearing and are payable on demand.
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Page 12
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CRODA INVESTMENTS NO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, non-interest bearing and are payable on demand.
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Allotted, called up and fully paid
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2 (2024: 2) Ordinary shares of $1.00 each
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Related party transactions
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The Company has taken advantage of the exemption available under FRS 101 from disclosing transactions with other Group undertakings. There were no other related party transactions during the year.
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Ultimate parent undertaking and controlling party
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The immediate parent undertaking is Croda Investments Inc, a company registered in the USA. The ultimate parent undertaking and controlling party is Croda International Plc, a company registered in England. Croda International Plc Group is the largest and smallest group of which the Company is a member and for which consolidated financial statements are prepared. Copies of the Group financial statements can be obtained from the Company Secretary at the registered office of the Company detailed on the Company information page.
Page 13
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