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Registered number: 00167236
CRODA EUROPE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CRODA EUROPE LIMITED
COMPANY INFORMATION
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Private company limited by shares
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CRODA EUROPE LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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CRODA EUROPE 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 principal activities of the Company are centred on the manufacture, sales and distribution of speciality chemicals. The ultimate parent company is Croda International Plc, a company registered in England and Wales.
Underlying trading performance in 2025 was robust against the backdrop of an uncertain trading environment impacted by geopolitical tensions, the imposition of US tariffs and foreign exchange volatility. However, headline profitability was adversely impacted by asset and investment impairments and exceptional costs incurred to deliver the Group’s transformation programme, which delivered encouraging progress in the year.
Total revenue increased to £432.4m (2024: £431.1m), with higher sales volume year-on-year, broadly offset by an adverse product and business sales mix. Our Life Sciences sector delivered double-digit revenue growth, benefitting from regained volumes in our Pharma Ingredients business alongside a recovery in demand for Crop Protection products from multi-national customers. This growth was largely offset by weaker revenues in both our Consumer Care and Industrial Specialties businesses, principally due to reduced demand from Asia and North America.
Operating profit before exceptional items decreased to £24.7m (2024:£27.9m), as adverse sales mix and transactional foreign exchange effects more than offset marginally higher revenue and operating cost efficiencies.
The Company made an operating loss of £37.6m (2024: operating loss of £1.5m) primarily driven by an increase in exceptional items to £62.3m (2024: £29.4m), including £36.0m of asset impairments and £18.7m of investment impairment, as described in note 16 and 17 respectively, alongside higher costs related to business transformation costs and restructuring.
The loss before tax was £28.4m (2024: profit before tax of £14.0m), reflecting the increased operating loss, reduced interest income following the repayment of amounts owned by group undertakings in late 2024 and a £6.0m gain on business disposal in the prior year, only partly offset by increased dividend income from subsidiaries £4.7m (2024: £0.2m).
The Company loss after tax was £24.9m (2024: profit after tax of £7.5m), reflecting the impact of a net tax credit in the year, mainly due to deferred tax movements and prior-year tax adjustments.
Currency translation had an adverse impact on reported sales and profit due to a strengthening in average Sterling rates against the US Dollar, whilst remaining broadly flat against the Euro, being the Company’s key trading currencies.
Cash management remained strong, including year-on-year reductions in stocks and trade debtors, supporting capital additions of £14.5m (2024: £23.6m) invested across our UK manufacturing sites and support operations (net of UK government funding grants provided to support the expansion of our UK lipids facility). Outside of the UK Lipids facility, the rate of capital spend on new growth opportunities reduced after a period of heightened investment, with spend instead targeted towards enhancing the safety and sustainability of our operations.
Looking ahead to 2026, sales are expected to grow in all businesses whilst cost efficiencies from our business transformation programme should largely offset inflation and other investments.
Page 1
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CRODA EUROPE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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 consolidated Croda International Plc Group ('the Group'), of which it is a wholly owned subsidiary. Accordingly, the principal risks and uncertainties of the Company are discussed on pages 33 to 39 of the Group's Annual Report and Accounts, which does not form part of this report.
Key performance indicators
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The key performance indicators used by the Company are Reported Sales Growth % and Return on Sales %, the latter defined as operating profit before exceptional items as a percentage of turnover. These were as follows:
Reported sales growth 0.3% (2024: (7.6)%)
Return on sales (excluding exceptional items) 5.7% (2024: 6.5%)
Reported sales were marginally higher year-on-year, with volume growth broadly offset by a weaker product and business mix.
Return on sales (excluding exceptional items) was slightly lower than the prior year, principally attributable to weaker sales mix.
The Directors deem no non-financial KPIs to be relevant at the company level with these assessed across Croda International Plc group, as can be seen on page 26 of the Group's Annual Report and Accounts.
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 2
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CRODA EUROPE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
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 whether applicable UK Accounting Standards have 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 responsible for such internal control as they determine is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The loss for the year, after taxation, amounted to £24,896,000 (2024: profit £7,517,000).
During the year a dividend of £nil (2024: £4.39) per share amounting to a total dividend of £nil
(2024: £138,186,000) was paid by the Company. The Directors do not recommend a final dividend (2024: £nil).
The Directors who served during the year were:
None of the Directors have a service agreement with the Company. 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.
Page 3
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CRODA EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Political and charitable contributions
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Charitable donations made by the Company during the year amounted to £8,000 (2024: £18,000). No donation was made for political purposes (2024: £nil).
Financial risk management
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The Company's operations expose it to a variety of financial risks. Croda Europe Limited's ultimate parent undertaking, Croda International Plc (the Group), 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.
Future developments are covered in the business review within the Strategic Report on page 1.
Research and development activities
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Research and development activities are undertaken with the prospect of gaining new scientific or technical knowledge and understanding.
Diversity: We are committed to the principle of equal opportunity in employment and to ensuring that no applicant or employee receives less favourable treatment on the grounds of any protected characteristic or is disadvantaged by conditions or requirements that cannot be shown to be justified. Group human resources policies are clearly communicated to all of our employees and are available through the Company intranet.
Recruitment and progression: It is established policy throughout the business that decisions on recruitment, career development, promotion and other employment related issues are made solely on the grounds of individual ability, achievement, expertise and conduct.
We give full and fair consideration to applications for employment from people with disabilities, having regard to their particular aptitudes and abilities. Should an employee become disabled during their employment with the Company, they are fully supported by our Occupational Health provision. Efforts are made to continue their employment with reasonable adjustments being made to the workplace and role where feasible. Retraining is provided if necessary.
Development and learning: The Company recognises that the key to future success lies in the skills and abilities of its dedicated global workforce. The continuous development of all of our employees is key to meeting the future demands of our customers, especially in relation to enhanced creativity, innovation and customer service.
Involvement: We are committed to ensuring that employees share in the success of the Group. Owning shares in the Group is an important way of strengthening involvement in the development of the business and bringing together employees’ and shareholders’ interests. In 2025, 78.5% of our Group employees based in the UK and 53.6% of our non-UK employees participated in one of our all-employee share plans, indicating employees’ continued desire to be involved in the Group.
Our people are kept informed of matters of interest to them in a variety of ways, including the Group magazine, Croda Way; quarterly updates; the Group intranet, SharePoint; team briefings; podcasts; webinars; Viva Engage; and Croda Now all company email messages. These communications help achieve a common awareness of the financial and economic factors affecting the performance of Croda and of changes within the business. We are committed to providing employees with opportunities to share their views and provide feedback on issues that are important to them. Our employee listening and engagement platform, YourVoice, launched in March, enabling a data-led insights approach that is the foundation of how we receive and act upon feedback from our people.
Page 4
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CRODA EUROPE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
The auditor, KPMG LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 11 June 2026 and signed on its behalf.
Page 5
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CRODA EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA EUROPE LIMITED
Opinion
We have audited the financial statements of Croda Europe 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 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 loss 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, the Audit Committee 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.
∙Reading Board and Audit Committee meeting minutes of the parent company.
∙Considering remeneration incentive schemes and performance targets for management, including EPS growth target.
Page 6
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CRODA EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA EUROPE LIMITED
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particualr 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 revenue transactions have low individual value with high volume, are routine and process driven and do not involve judgement or estimation. This reduces the opportunities for fraudulent activity.
We did not identify any additional fraud risks.
We performed procedures including:
∙Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by senior finance management or other high-risk users, and those posted to unusual account combinations.
∙Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
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, through discussion with the Directors and other management (as required by auditing standards), and from inspection of the parent company’s regulatory and legal correspondence and discussions with the Directors and other management the policies and procedures regarding compliance with laws and regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, 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, pensions 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.
Secondly, the Company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: GDPR compliance, health and safety and product liability, competition, anti-bribery and corruption, employment law, tax, trade compliance laws and environmental legislation, recognizing the nature of the Company’s activities. Auditing standards limit the required audit procedures to identify non- compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Page 7
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CRODA EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA EUROPE LIMITED
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 these 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 the strategic report and directors' report 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.
Directors' reponsibilities
As explained more fully in their statement set out on page 3, 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.
Page 8
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CRODA EUROPE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRODA EUROPE LIMITED
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 9
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CRODA EUROPE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
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Income from shares in group undertakings
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Gain on business disposal
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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The notes on pages 16 to 52 form part of these financial statements.
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All amounts relate to continuing operations.
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Page 10
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CRODA EUROPE LIMITED
STATEMENT OF COMPREHENSIVE (EXPENSE)/INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
(Loss)/profit for the financial year
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Other comprehensive (expense)/income:
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Items that will not be reclassified to profit or loss:
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Currency translation differences
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Actuarial gain on defined benefit schemes
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Tax on items that will not be reclassified
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Total comprehensive (expense)/income for the year
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The notes on pages 16 to 52 form part of these financial statements.
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Page 11
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CRODA EUROPE LIMITED
REGISTERED NUMBER: 00167236
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Retirement benefit assets
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Debtors (of which £13,835,000 (2024: £13,684,000) is due after more than 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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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Page 12
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CRODA EUROPE LIMITED
REGISTERED NUMBER: 00167236
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
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Total shareholders' funds
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The financial statements on pages 10 to 52 were approved and authorised for issue by the board and were signed on its behalf on 11 June 2026.
Page 13
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CRODA EUROPE 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 (expense)/income for the year
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Remeasurement of post-employment benefit obligations
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Tax on items that will not be reclassified
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Other comprehensive income for the year
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 16 to 52 form part of these financial statements.
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Page 14
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CRODA EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Total shareholders' funds
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Comprehensive income/(expense) for the year
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Remeasurement of post-employment benefit obligations
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Tax on items that will not be reclassified
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 16 to 52 form part of these financial statements.
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Page 15
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated. Details of new standards, amendments and interpretations can be viewed on page 135 of the Group's Annual Report and Accounts.
The Company is a wholly-owned subsidiary of Croda Investments No 3 Limited and is included in the consolidated financial statements of Croda International Plc, its ultimate parent company, which are publicly available. Consequently, the Company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 400 of the Companies Act 2006.
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Basis of preparation of financial statements
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The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council. These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken. The financial statements have been prepared under the historical cost convention, in compliance with the provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement 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 paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
∙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
∙the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
Page 16
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The financial statements have been prepared on a going concern basis which the Directors believe to be appropriate for the following reasons:
The Company has net current assets at 31 December 2025 of £51.5m. The Company is a guarantor to the Group debt facility agreement and is ultimately financed by the Group facility.
At 31 December 2025 the Group had £1,066.6m of committed debt facilities available from its banking group, USPP bondholders and lease providers, with principal maturities between 2026 and 2030, of which £400.9m (2024: £418.0m) was undrawn, together with cash balances of £172.8m (2024: £166.8m).
The Directors have reviewed the liquidity of both the Company, and the Group, including cashflow and covenant forecasts for the Company’s going concern assessment period to 30 June 2027, which covers at least 12 months from the date of approval of the financial statements.
The Directors are therefore satisfied that the Company has sufficient resources to continue in operation for a period of not less than 12 months from the date of approval of the financial statements. Accordingly, the financial statements have been prepared on a going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised on the satisfaction of performance obligations, such as the transfer of a promised good, identified in the contract between the Company and the customer.
Research expenditure, undertaken with the prospect of gaining new scientific, technical or commercial knowledge and understanding, is charged to the profit and loss account in the year in which it is incurred. Internal development expenditure, whereby research findings are applied to a plan for the production of new or substantially improved products or processes, is charged to the income statement in the year in which it is incurred unless it meets the recognition criteria of IAS 38 ‘Intangible Assets’. Development uncertainties typically mean that such criteria are not met, most commonly because the Group can only demonstrate the existence of a market at a late stage in the product development cycle, at which point the material element of project spend has already been incurred and charged to the profit and loss account. This includes, for example, substantiating potential product claims for use by our customers. Until the desired outcome of such work can be proven, at an economic production cost, the market for a product cannot be said to exist. Furthermore, the Group does not have the ability to reliably measure the development expenditure attributable to all projects during development.
Where, however, the recognition criteria are met, intangible assets are capitalised and amortised over their useful economic lives from product launch.
Intangible assets relating to products in development are subject to impairment testing at each balance sheet date or earlier upon indication of impairment. Any impairment losses are written off to the profit and loss account.
Page 17
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
When entering into a new contract, the Company assesses whether it is, or contains, a lease. A lease conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date and discounted using the interest rate implicit in the lease or, more typically, the Company’s incremental borrowing rate (when the implicit rate cannot be readily determined).
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee or changes in the Company’s assessment of whether a purchase, extension or termination option is reasonably certain to be exercised.
The Company adopts recognition exemptions for short-term (less than 12 months) and low value leases and elects not to separate lease components from any associated fixed non-lease components.
Goodwill represents the excess of the cost of a business combination over the total acquisition date fair value of the identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued.
When a business combination agreement provides for an adjustment to the cost of the combination which is contingent on future events, the company includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. However, if the potential adjustment is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration shall be treated as an adjustment to the cost of the combination. Changes in the estimated value of contingent consideration arising on business combinations completed as a consequence result in a change in the carrying value of the related goodwill.
Goodwill is capitalised as an intangible asset and is not amortised. Instead it is reviewed annually for impairment with any impairment in carrying value being charged to profit or loss. The Companies Act 2006 requires acquired goodwill to be reduced by provisions for depreciation calculated to write off the amount systematically over a period chosen by the directors, not exceeding its useful economic life. It has been deemed, however, the non-amortisation of goodwill is a departure, for the overriding purpose of giving a true and fair view. The effect of this departure has not been quantified because it is impracticable and, in the opinion of the directors, would be misleading.
Under any reasonable set of forecast assumptions, there is considerable headroom.
Page 18
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Assets will be written down on a straight-line basis over their useful life, which range from 3 to 7 years for computer software, 7 to 20 years for technology processes, and 3 to 20 years for all other intangibles. Useful lives are regularly reviewed to ensure their continuing relevance.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments held as fixed assets are shown at cost less provision for impairment. Investments are subject to impairment testing at each balance sheet date or earlier upon indication of impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Page 19
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the profit and loss account.
The Company accounts for pensions and similar benefits under IAS 19 ‘Employee Benefits’ (revised). In respect of defined benefit plans (pension plans that define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation), obligations are measured at discounted present value whilst plan assets are recorded at fair value. The assets and liabilities recognised in the balance sheet in respect of defined benefit pension plans are the net of the plan obligations and assets. A scheme surplus is only recognised as an asset in the balance sheet when the Company has the unconditional right to future economic benefits in the form of a refund or a reduction in future contributions. No allowance is made in the past service liability in respect of either the future expenses of running the schemes or for non-service related death in service benefits which may arise in the future. The operating costs of such plans are charged to operating profit and the finance costs are recognised as financial income or an expense as appropriate. Service costs are spread systematically over the future working lives of employees and financing costs are recognised in the periods in which they arise. Remeasurements are recognised in the statement of comprehensive income.
Page 20
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
The Company operates a number of cash and equity-settled, share-based incentive schemes. These are accounted for in accordance with IFRS 2 ‘Share-based Payments’, which requires an expense to be recognised in the profit and loss account over the vesting period of the options. The expense is based on the fair value of each instrument which is calculated using the Black-Scholes or a closed form valuation as appropriate. Any expense is adjusted to reflect expected and actual levels of options vesting for non-market based performance criteria.
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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence to enable a full understanding of the Company’s financial performance or which are unusual in nature and outside the normal course of business.
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Accounting estimates and judgements
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The Company's significant accounting policies under UK-adopted international accounting standards are aligned to the Croda International Plc Group which have been set by management with the approval of the Audit Committee. The application of these policies requires estimates and assumptions to be made concerning the future and judgements to be made on the applicability of policies to particular situations. 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 UK-adopted international accounting standards 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.
There were no significant accounting judgements required when preparing the financial statements of Croda Europe Limited.
The significant accounting estimates required when preparing the Company’s accounts in both the current and prior year are as follows:
Post-retirement benefits – as disclosed in note 24, the Company's principal retirement benefit schemes are of the defined benefit type. Year end recognition of the liabilities under these schemes require a number of significant assumptions to be made. These assumptions are made by the Group in conjunction with the schemes’ actuaries and the Directors are of the view that any estimation should be appropriate and in line with consensus opinion.
Investment impairment – as disclosed in note 17, the Company’s investment in Croda Denmark A/S has been impaired in the current and prior year, following a reassessment of future performance with trading conditions remaining challenging. The determination of the value-in-use calculation required to complete this impairment assessment requires assumptions to be made, including estimates of future cash flows terminal value growth in EBITDA and the discount rate. Given the value of the investment, and the level of sensitivity to underlying assumptions, small changes could result in a material adjustment to the carrying value in the next financial year, either upwards or downwards.
Page 21
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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The operating loss is stated after charging/(crediting):
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Business transformation costs (note 8)
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Depreciation of tangible fixed assets
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Impairment of investments (note 17)
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Impairment of tangible fixed assets (note 16)
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Amortisation of intangible assets
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Profit on sale of fixed assets
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The Company paid the following amounts to its auditors in respect of the audit of the financial statements and for other services provided to the Company:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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There were no payments in either the current or preceding financial year in respect of non-audit services.
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Page 22
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs, including Directors' remuneration, were as follows:
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Post-retirement benefit costs (note 24)
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Other employee related costs
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Redundancy costs (non-exceptional)
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Redundancy costs (exceptional) (note 8)
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A reclassification of £922,000 between ‘other employee related costs’ and ‘social security costs’ has been made to the previously disclosed social security costs in the prior year to separate out certain costs considered to be other employee related costs rather than social security costs. Other employee related costs include costs paid on behalf of the Company's employees, such as private healthcare schemes, but which are not payable to state or Government bodies.
Post-retirement benefit costs includes a charge of £5.2m (2024: £6.2m) related to current service costs on the Company's UK Career Average Revalued Earnings defined benefit scheme. In the current year, this is offset by a £3.7m prior service cost credit due to a plan amendment. Further detail is included in note 24.
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The average number of monthly employees, including Directors, during the year were as follows:
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Page 23
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Of the 5 Directors named on page 3, only 2 (2024: 2) were remunerated by Croda Europe Limited. The remainder were remunerated by the ultimate parent undertaking, Croda International Plc and are not included, as their time working specifically for Croda Europe was not material to the accounts.
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Amounts receivable under long-term incentive schemes
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Company contributions to defined benefit pension schemes
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The highest paid Director received remuneration of £252,568 (2024: £236,599).
The value of the Company's contributions paid to a defined benefit scheme in respect of the highest paid Director amounted to £2,363 (2024: £6,519).
During the year 2 Directors (2024: 2) received shares under the long-term incentive schemes. The value received under these schemes in respect of the highest paid Director at 31 December 2025 was £7,573 (2024: £4,595).
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Business transformation costs
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Impairment of investments
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Impairment of tangible assets
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The exceptional items in the current year relate to the following:
Business transformation costs (£7.6m) as part of the Group-wide transformation programme which commenced in the prior year. The programme is expected to continue until 2027 and involves right-sizing and optimising the organisation and includes £1.8m redundancy costs.
Impairment of investments (£18.7m). Impairment of the Croda Denmark A/S investment. Further details on this impairment can be found in note 17 on page 33.
Property, plant and equipment impairments (£36.0m). Further details on these impairments can be found in note 16 on page 30.
The exceptional items in the prior year related to restructuring costs due to the change in the Group's operating model and impairments of the investments in Croda Denmark A/S, Enza Biotech AB and Croda RUS LLC, with the latter subsequently being fully disposed in the current year following liquidation entries.
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Page 24
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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On 1 July 2024, the Company completed the sale of certain trade and assets in its Korea branch to Croda Korea Ltd, an entity incorporated in the Republic of Korea and a fellow undertaking of the Company’s ultimate parent company, Croda International plc. Cash consideration for the sale was £9,434,000. The divested business comprised sales operations based in South Korea and was conducted to achieve operating synergies and efficiencies following the acquisition by a fellow group undertaking of Croda Korea Ltd in 2023.
The following table summarises the effect of the disposal on the Company's financial statements.
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Cash consideration received
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Assets and liabilities of divested business
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Gain on business disposal before tax
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Interest receivable and similar income
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Interest receivable from group companies
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Interest on post-retirement benefits
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Interest payable and similar expenses
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Other loan interest payable
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Loans from group undertakings
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Interest on lease liabilities
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Page 25
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Foreign tax in respect of prior periods
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Origination and reversal of timing differences
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Page 26
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12.Tax on profit (continued)
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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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(Loss)/profit on ordinary activities before tax
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(Loss)/profit multiplied by standard rate of corporation tax in the UK of 25.0% (2024: 25.0%)
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Non-deductible impairment
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(Income)/expenses not deductible for tax purposes
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(Lower)/higher rate taxes on overseas earnings
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Adjustments to tax charge in respect of prior periods
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Use of brought forward losses
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Tax incentives (excluding R&D)
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Total tax (credit)/charge for the year
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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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Dividend paid on ordinary shares of £nil (2024: £4.39) per share
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Page 27
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The goodwill relates predominantly to the value of commercial and other synergies arising from the acquisition of Uniqema in 2006, with Croda's established global sales, marketing and R&D networks. The recoverable amount is based on value is use calculations using discounted cash flow projections.
Goodwill is reviewed annually for impairment in accordance with IAS 36 and no impairment was identified during the period.
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Page 28
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Reclassification to tangible assets (note 16)
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Charge for the year on owned assets
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Reclassification to tangible assets (note 16)
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Other intangible assets relate to customer relationships and other intangibles.
Other intangible asset amortisation is recorded in administrative expenses within the profit and loss account on page 10.
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Page 29
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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L/Term Leasehold Property
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Transfers between classes
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Reclassification from intangible assets (note 15)
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Charge for the year on owned assets
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Charge for the year on right-of-use assets
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Transfers between classes
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Reclassification from intangible assets (note 15)
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Impairments of £36.0m were recognised linked to decisions made in the year which have resulted in the requirement for impairment. These included the following:
£22.0m relating to the optimisation of the Group and Company's warehousing footprint and the subsequent decision to cease operations at a leased warehouse located in the UK.
£13.8m relating to assets under construction following a detailed examination of the Group and Company’s capital expenditure spend. The review resulted in the decision in the period to stop or amend the planned scale of specific projects as they have been assessed to no longer represent the most effective investment of resources in the current market environment. The impairments have all been recognised on the basis of fair value less costs to sell of £nil as it is not possible to sell the assets in their current stage of development because they are specific to the Group and Company, are incomplete or are part of a wider production site and therefore cannot be separated.
|
Page 30
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|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
16.Tangible fixed assets (continued)
|
|
The net book value of owned and leased assets included as "Tangible fixed assets" in the Balance Sheet is as follows:
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Tangible fixed assets owned
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Right-of-use tangible fixed assets
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Information about right-of-use assets is summarised below:
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Depreciation charge for the year ended
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Impairment charge for the year ended
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Information on lease liabilities and a maturity analysis of contractual undiscounted cash flows relating to these liabilities is presented in note 29 on page 52.
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Page 31
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Tangible fixed assets (continued)
|
|
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The value of assets under construction not yet subject to depreciation at 31 December was as follows:
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Investments in subsidiary companies
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Page 32
|
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investments in subsidiary companies
During the year the Company has recognised an impairment expense of £18.7m related to Croda Denmark A/S, a trading subsidiary based in Denmark. The impairment has been calculated by utilising a value in use approach where expectations of future cash flows have been made, which are then discounted. The value in use calculation provides a carrying value of £29.2m which is £18.7m lower than the previously impaired investment carrying value of £47.9m and is a result of a further decline in underlying trading in the year combined with external factors driving an increase in the discount rate and resulting in a lower value in use. In determining the value in use calculation, assumptions have been made in relation to future trading performance, including estimates about future sales growth rates. In determining the value in use calculation, a discount rate of 10.3% has been utilised. If the discount rate was 1.0ppts higher the impairment would increase by £3.4m, whilst if it was 1.0ppts lower it would reduce by £4.9m. The Directors remain committed to the ongoing success of Croda Denmark A/S and consider it an integral part of the wider Croda Group. The Directors remain committed to the ongoing success of Croda Denmark A/S and consider it an integral part of the wider Croda Group.
Also in the year the Company disposed of its investment in Croda RUS LLC as it was liquidated. This investment had been impaired in the prior year.
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The following were related undertakings of the Company. Those marked with a * are directly owned. The undertaking marked with a † is classifed in the above table as other investments. The holding shows percentage of shares owned.
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1700 Langstaff Road, Suite 1000, Vaughan, Ontario, L4K 3S3, Canada
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Geijersgatan 2B, 216 18 Limhamn, Sweden
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Herrenpfad Süd 33, 41334 Nettetal, Germany
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Croda Kimya Ticaret Limited Sirketi *
|
Barbaros Mahallesi, Mor Sumbul Sokak,Nidakule
Atasehir Guney, No: 7/3, Kat: 5 Atasehir, Istanbul 34746, Turkey
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P. O. BOX 17916, Office 2112, 2113, 21st Floor, Jafza One, Jebel Ali Free Zone, Dubai
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Scheelevägen 22, 22363 Lund, Sweden
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Croda Chemicals Limited *
|
See Company Information page
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Croda Application Chemicals Limited *
|
See Company Information page
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Croda Universal Limited *
|
See Company Information page
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See Company Information page
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See Company Information page
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|
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See Company Information page
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|
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See Company Information page
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|
Page 33
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Related undertakings (continued)
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See Company Information page
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See Company Information page
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See Company Information page
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See Company Information page
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Elsenbakken 23,
3600 Frederikssund,
Denmark
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Geijersgatan 2B, 216 18 Limhamn, Sweden
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Unit 10, No. 8, Anahita dead end, First Alley, 14th Eastern Street, Adjudanieh Blvd, Aghdasieh Ave, Tehran, Iran
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See Company Information page
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See Company Information page
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7-1 Nishi-shinjuku 3-chome, Shinjuku-ku, Tokyo 163-1001, Japan
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1117 Budapest XI, Bölcso utca 6. 1. emelet 4, Hungary
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8 Frederick Sanger Road, Surrey Research Park, Guildford, GU2 7YD
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The Directors have assessed that the un-impaired carrying value of each investment is supported by their underlying net assets and ongoing trade.
|
Page 34
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Raw materials and consumables
|
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Work in progress (goods to be sold)
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Finished goods and goods for resale
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The Company consumed £326,199,000 (2024: £330,969,000) of stock during the year.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax recoverable
|
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|
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Trade debtors are stated after provisions for impairment of £212,000 (2024: £105,000). Although the amounts owed by group undertakings have no fixed date of repayment, £13,835,000 (2024: £13,684,000) is expected to be collected after one year and remains interest free.
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Lease liabilities (note 29)
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Accruals and deferred income
|
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Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand.
|
Page 35
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: amounts falling due after more than one year
|
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2024 Club facility due 2030
|
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|
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Lease liabilities (note 29)
|
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|
|
|
|
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|
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Analysis of the maturity of loans is given below:
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Amounts falling due 2-5 years
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2024 Club facility due 2030
|
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During October 2025, the Group extended the existing 2024 Club facility by a year, resetting its five-year term and resulting in a maturity date of October 2030, of which the Company is a party. Interest is charged on this agreement at a floating rate based on SONIA, SOFR or EURIBOR, depending upon the drawdown currency, plus a variable margin. The margin the Group and Company pays on this borrowing over and above standard rates is determined by the Group's net debt to EBITDA ratio.
|
Page 36
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Credited/(charged) to profit or loss
|
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(Charged)/credited to other comprehensive income
|
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Deferred tax on RDEC not utilised in the period
|
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The provision for deferred taxation is made up as follows:
|
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Accelerated capital allowances
|
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Liability - accelerated capital allowances
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Liability - retirement benefit obligations
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Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered.
Unrelieved tax losses of £8,040,000 (2024: £8,497,000) remain available to offset against future taxable trading profits.
No provision has been made for deferred income tax on losses carried forward as they will only be available for offset when the Company makes sufficient taxable profits arising from the same trade. As the availability of future profits is uncertain, it has been assumed that the losses will not be recoverable in the foreseeable future.
A net unrecognised deferred tax asset of £2,010,000 (2024: £2,124,000) is made up of deferred tax assets on losses.
|
Page 37
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
|
At 31 December the Company had capital commitments as follows:
|
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Contracted for but not provided in these financial statements
|
|
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|
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The table below summarises the Company's net year end post-retirement benefits and activity for the year.
|
|
|
Profit and loss (credit)/charge included in profit before tax
|
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|
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Remeasurements included in other comprehensive income
|
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|
|
Principal defined benefit pension scheme
The Company participates in the defined benefit pension scheme operated by its ultimate parent undertaking, Croda International Plc.
The scheme, which remains open to new members and future service accrual, is a Career Average Revalued Earnings (CARE) defined benefit scheme, with annual pensionable earnings capped and pensions in payment indexed based on CPI.
In accordance with FRS 101, the Company recognises its share of the UK pension fund assets and liabilities which is calculated based on the number of scheme members.
|
Page 38
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
24. Post retirement benefits (continued)
Plan assets held in trusts are governed by UK regulations and practice. Responsibility for governance of the scheme, including investment decisions and contribution schedules, predominantly lies with the scheme's board of trustees with appropriate input from the Company. The board of trustees is composed of representatives in accordance with the scheme’s regulations and any relevant legislation.
|
|
The amounts recognised in the balance sheet in respect of this scheme are as follows:
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Movement in present value of defined benefit obligations in the year:
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Past service cost - plan amendments
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Remeasurements - change in demographic assumptions
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Remeasurements - change in financial assumptions
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Remeasurements - experience gains
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Contributions paid in - employee
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Movement in fair value of scheme's assets in the year:
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Remeasurements - return on scheme assets, excluding amounts included in financial expenses
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Contributions paid in - employee
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Contributions paid in - employer
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Benefits paid out including settlements
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Page 39
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
24. Post retirement benefits (continued)
At the end of 2025 the UK scheme introduced a Pension Increase Exchange (PIE) option, allowing eligible members the option to exchange future pension increases that the scheme offers for lower increases and a higher pension at retirement. This re-design of the scheme’s retirement options represented a plan amendment and resulted in a past service cost, recognised in the income statement as a credit of £3.7m.
As at the balance sheet date, the present value of defined benefit obligations comprised approximately £104m in respect of active employees, £160m in respect of deferred members and £346m in relation to members in retirement.
Total employer contributions to the scheme in 2026 are expected to be £1,700,000.
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|
The actuarial assumptions were as follows:
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Rate of increase in salaries
|
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|
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Rate of increase for pensions in payment
|
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|
|
Duration of liabilities (ie life expectancy) (years)
|
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|
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Remaining working life (years)
|
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|
|
Mortality assumptions are based on country-specific mortality tables and where appropriate allow for future improvements in life expectancy. Where credible data exists, actual plan experience is taken into account. The UK mortality improvement scale has been updated to CMI 2024, in order to reflect the most recent CMI model with a long-term rate of 1.25% p.a. Applying the mortality tables adopted, the expected future average lifetime of members (Male/Female) currently at age 65 is 20.0/23.0 years and members at age 65 in 20 years' time is 21.0/24.0 years.
The sensitivity of the defined benefit obligation to changes in the significant assumptions is as follows:
|
|
|
Impact on defined benefit obligation
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Mortality (change in life expectancy)
|
|
|
|
|
|
|
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied as when calculating the defined benefit obligation recognised in the balance sheet.
The weighted average duration of the defined benefit obligation is 12.8 years (2024: 13.3 years).
|
Page 40
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
24. Post retirement benefits (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets in the scheme comprised:
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- Cash and cash equivalents
|
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Derivatives presented above represent the scheme’s net position on Government bond repurchase agreements and other swap contracts (valued on a mark-to-market basis) which form part of the scheme’s Liability Driven Investment (LDI) portfolio. The non-derivative assets in the LDI portfolio have been presented in the relevant asset category.
Within the private market bonds and real estate fund class allocation above, approximately £162.8m relates to adjusted lagged valuations as at 31 December 2025. In arriving at this figure, allowance has been made for broad market movements and distributions between 30 September 2025 (the most recent valuation of these assets) and 31 December 2025.
In June 2023, the High Court made a ruling in the case Virgin Media Ltd v NTL Pension Trustees II Limited. The ruling related to Section 37 of the 1993 Pensions Act and the correct interpretation of historical legislation governing the amendment of contracted-out DB schemes. On 25 July 2024, the Court of Appeal upheld the June 2023 High Court decision. The Court’s decision could have wider ranging implications, affecting other schemes that were contracted-out on a salary-related basis, and made amendments between April 1997 and April 2016. The Government announced on 5 June 2025 its intention to allow retrospective actuarial confirmation, and amendments to the Pension Schemes Bill to achieve this were published in early September 2025. The Trustees of Croda Pension Scheme in the UK have completed a legal review of scheme documentation and based on the available information have concluded that there is no Section 37 issue in respect of the Scheme. As a result, no changes are proposed in the current year’s pension scheme liability calculations. The Group and Company considers this approach reasonable and appropriate since there is no reason to doubt that the appropriate confirmations were obtained for relevant amendments to the Croda Pension Scheme.
|
Page 41
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
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|
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Charged to profit or loss
|
|
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|
|
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|
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
The site restoration provisions relate to certain leased sites with an existing obligation to restore the
environment or dismantle assets. The provisions are based on most recently available facts and prior
experience and are recorded at the estimated amount as at the balance sheet date. The associated
leased sites have remaining terms of between 15 and 41 years.
The restructuring provision related to the business transformation programme and was fully utiised within
the year.
|
The Company is one of several company guarantors to the Group’s Revolving Credit and Loan Note arrangements, as detailed on page 162 of the Croda Group’s Annual Report & Accounts. At 31 December 2025, £555.3m had been drawn down by other members of the Group as part of these arrangements.
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|
|
Allotted, called up and fully paid
|
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|
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31,483,803 (2024: 31,483,803) Ordinary shares of £0.20 each
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|
|
Page 42
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The total charge for Croda Europe Limited for the year relating to share based remuneration schemes was £1,542,000 (2024: £1,902,000). The key elements of each scheme, along with the assumptions employed to arrive at the charge in the profit and loss account, are set out below. The reconciliation of the number of shares is included in the financial statements of the Company's ultimate parent undertaking, Croda International Plc. Shares awarded are shares in Croda International Plc.
Croda International Plc Sharesave Scheme (2023) ('Sharesave')
The Sharesave scheme, established in 1983 and renewed in 2023, grants options annually in September to employees of the Group at a fixed exercise price, being the market price of the ultimate parent company’s shares at the grant date discounted by up to 20%. Employees then enter ino a savings contract over three years and, subject to continued employment, purchase options at the end of the period based on the amount saved. Options are then exercisable for a six month period following completion of the savings contract. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
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|
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Share price at grant date
|
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Possibility of forfeiture
|
|
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|
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Fair value per option at grant date
|
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|
Page 43
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
28. Share-based payments (continued)
|
|
|
A reconciliation of option movements over the year is as follows:
|
|
|
|
Weighted average exercise price
(pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
Outstanding at the 1 January
|
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|
|
Forfeited during the year
|
|
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|
Exercised during the year
|
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|
Outstanding at 31 December
|
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Exercisable at 31 December
|
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|
For options exercisable in year, weighted average share price at date of exercise
|
|
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|
|
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|
Weighted average remaining life at
31 December (years)
|
|
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|
Page 44
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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28. Share-based payments (continued)
|
Croda International Plc International Sharesave Plan (Version 3) ('International')
The International scheme, established in 1999 and renewed in 2020, has the same option pricing model, savings contract and vesting period as the Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price and market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
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Share price at grant date
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Possibility of forfeiture
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Fair value per option at 31 December
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A reconciliation of option movements over the year is as follows:
|
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|
Weighted average exercise price
(pence)
2025
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|
Weighted average exercise price
(pence)
2024
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|
Outstanding at the 1 January
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Forfeited during the year
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Exercised during the year
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Outstanding at 31 December
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For options exercisable in year, weighted average share price at date of exercise
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Weighted average remaining life at
31 December (years)
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Page 45
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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28. Share-based payments (continued)
|
Croda International Plc Performance Share Plan 2014 ('PSP')
The PSP scheme was established in 2014 and replaced the Group's previous Executive long term incentive plans. The PSP provides for awards of free shares (ie either conditional shares or nil-cost options) normally made annually which vest after three years dependent upon an EPS performance related sliding scale (non-market condition), an NPP growth measure (non-market condition), sustainability conditions in relation to decarbonisation roadmaps and emissions (non-market conditions) and the Group's total shareholder return (market condition). The PSP is discussed in detail in the Remuneration Committee Report (pages 78 to 109 of the Group Annual Report and Accounts). Shares (on an after tax basis) are subject to a two year post vesting holding period. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
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Share price at grant date
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Shares under conditional award
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Possibility of forfeiture
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Fair value per option at grant date
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Share price at grant date
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Shares under conditional award
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Possibility of forfeiture
|
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Fair value per option at grant date
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Page 46
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CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
28. Share-based payments (continued)
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Share price at grant date
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Shares under conditional award
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Fair value per option at grant date
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Share price at grant date
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Shares under conditonal award
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Possibility of forfeiture
|
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|
Fair value per option at grant date
|
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Page 47
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
28. Share-based payments (continued)
|
|
|
A reconciliation of option movements over the year is as follows:
|
|
|
|
Weighted average exercise price
(pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
Outstanding at the 1 January
|
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Forfeited during the year
|
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Exercised during the year
|
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Outstanding at 31 December
|
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|
|
|
|
|
|
|
|
|
|
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For options exercisable in year, weighted average share price at date of exercise
|
|
|
|
|
|
|
Weighted average remaining life at
31 December (years)
|
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|
|
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|
Croda International Plc Share Incentive Plan ('SIP')
The SIP has similar objectives to the Sharesave Scheme in terms of increasing employee retention and share ownership. Under the scheme, employees enter into an agreement to purchase shares in the Company each month. For each share purchased by an employee, the Company awards a matching share which passes to the employee after three years' service. The matching shares are allocated each month at market value with this fair value charge being recognised in the income statement in full in the year of allocation.
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Page 48
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
28. Share-based payments (continued)
|
Croda International Plc Deferred Bonus Share Plan ('DBSP')
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due to certain senior executives are deferred. The size of award is determined by the amount of the total bonus divided by one third and converted into a number of Croda shares using the market value of shares at the time the award is granted. Awards are increased by the number of shares equating to the equivalent value of any dividend paid during the option period. The awards vest on the third anniversary of the date of grant, unless the recipient has been dismissed for cause. There are no performance conditions applied to the award. The DBSP is also discussed in the Remuneration Committee Report (pages 78 to 109 of the Group Annual Report and Accounts).
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Share price at grant date
|
|
|
|
|
|
|
|
|
|
Shares under conditional award
|
|
|
|
|
|
|
|
|
|
A reconciliation of option movements over the year is as follows:
|
|
|
|
Weighted average exercise price
(pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the 1 January
|
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Exercised during the year
|
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Outstanding at 31 December
|
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|
|
|
|
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|
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|
|
|
|
For options exercisable in year, weighted average share price at date of exercise
|
|
|
|
|
|
|
Weighted average remaining life at
31 December (years)
|
|
|
|
|
Page 49
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
28. Share-based payments (continued)
|
Croda International Plc Restricted Share Plan ('RSP')
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible for the PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the employee remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be awarded free shares and non-UK employees will be paid a cash equivalent based on the market price. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
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|
|
|
|
|
|
Share price at grant date
|
|
|
|
|
|
|
|
|
|
Shares under conditional award
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Possibility of forfeiture
|
|
|
|
|
Fair value per option at grant date
|
|
|
|
|
|
|
|
|
|
A reconciliation of option movements over the year is as follows:
|
|
|
|
Weighted average exercise price
(pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
Outstanding at the 1 January
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the year
|
|
|
|
|
|
|
Exercised during the year
|
|
|
|
|
|
|
Outstanding at 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For options exercisable in year, weighted average share price at date of exercise
|
|
|
|
|
|
|
Weighted average remaining life at
31 December (years)
|
|
|
|
|
Page 50
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
28. Share-based payments (continued)
|
Croda International Plc Free Share Plan ('FSP')
The FSP scheme was established in 2021 and provides for awards of free shares or cash equivalent to eligible employees. The Company has discretion to set the number of shares awarded. The awards will vest provided that the employee remains employed by the Group and that a bonus payment is paid under the terms of the Company's Group Profit Incentive Bonus Scheme in respect of the financial year concerned. Subject to the two conditions being met, on the vesting date, UK employees (and certain other identified jurisdictions) will be awarded free shares and non-UK employees will be paid a cash equivalent based on the market price. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are as follows:
|
|
|
|
|
|
|
Share price at grant date
|
|
|
|
|
|
|
|
|
|
Shares under conditional award
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Possibility of forfeiture
|
|
|
|
|
Fair value per option at grant date
|
|
|
|
|
|
|
|
|
|
A reconciliation of option movements over the year is as follows:
|
|
|
|
Weighted average exercise price
(pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
|
|
|
Outstanding at the 1 January
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited during the year
|
|
|
|
|
|
|
Exercised during the year
|
|
|
|
|
|
|
Outstanding at 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For options exercisable in year, weighted average share price at date of exercise
|
|
|
|
|
|
|
Weighted average remaining life at
31 December (years)
|
|
|
|
|
Page 51
|
|
CRODA EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
The weighted average incremental borrowing rate applied to lease liabilities during the year ranged from 2.0% to 5.4%.
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual undiscounted cash flows are due as follows:
|
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|
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|
|
Between one year and five years
|
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|
|
The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:
|
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|
|
|
Interest expense on lease liabilities
|
|
|
|
|
Related party transactions
|
|
|
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.
|
|
|
Ultimate parent undertaking and controlling party
|
The immediate parent undertaking is Croda Investments No 3 Limited, a company registered in England. 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 52
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