The directors present the strategic report for the year ended 31 December 2025.
Clariant Services UK Ltd ('the Company') is a subsidiary of the global speciality chemicals business, Clariant AG ('the Group'). The Group is organised in three global business units: Catalysts, Adsorbents & Additives and Care Chemicals.
Clariant’s strategic approach is a purpose led strategy, focusing on Customers, Innovation, Sustainability and People. This purpose led strategy underpins Clariant’s purpose with clear priorities and targets. Clariant has transformed its portfolio into a high value speciality chemical Company.
The organisational model supports the new strategy, with a flatter reporting structure to create greater accountability, speed up decision making and bring Clariant closer to customers.
Clariant is committed to creating shareholder value and aims to develop towards the top quartile performance versus speciality chemical peers. Focus is on growing our markets and further improving profitability.
The Company received zero dividends of £Nil within the year (2024 – £Nil).
The Company paid no interim dividend within the year (2024 -£Nil).
No final dividend was paid or proposed in the year (2024 - £Nil).
The Company made a profit before tax of £1,289,000 (2024 - Loss £323,000). The Company's assets exceeded its liabilities at the end of the year by £33,168,000 (2024 - £32,202,000).
The Company provides services to other Clariant group companies in the UK ("UK Group").
The principal risk to the Company is that the investments will not realise their full book value. The subsidiary companies operate in a highly competitive market for speciality chemicals and need to remain competitive by streamlining systems and processes to reduce costs.
Environmental risks
Mandatory principles on Environment, Safety and Health ("ESH") are laid down in the Group's ESH guidelines which form an integral part of business processes and strategic planning. Corporate Sustainable & Regulatory Affairs have built on the Group's principles by drawing up an ESH strategy, a set of guidelines and targets that are mandatory worldwide and by assigning responsibilities. As well as complying with national laws and regulations, the ESH policy commits Clariant to ethical and sustainable operations in all its business activities and includes participation in the Global Responsible Care initiative of the chemical industry.
The management team uses KPls to monitor and manage performance against strategic objectives. The principal KPI for the Company is change in operating expenses.
Operating expenses have decreased in 2025 compared with 2024, due to exchange rate gains in the new In-House Banking model.
In accordance with section 172 of the companies Act 2006, each of the directors acts in the way they consider, in good faith would promote the success of the company for the benefit of its members as a whole. In addition to Company law, Clariant provides a clear framework within which the directors must operate, and these are set out within the Clariant Bylaws of the Executive Steering Committee and the associated Terms of Reference. New Bylaws were introduced in 2023. The directors ensure that they act in good faith, using their own skill and judgement to assess the long-term consequences of their decisions, in order to promote the overall success of the Company. The directors recognise the need to fully engage with a diverse range of stakeholders and consider the interests of these groups when making decisions to ensure that they act fairly between members. The directors promote the Company's values and reinforce the Clariant Code of Ethics throughout the organisation to support employees and the wider workforce to act in line with these values and safeguard compliance with local regulations.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 8.
Details of dividends are given in the Strategic Report.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The directors' view on the future outlook for the company is outlined in the Strategic Report.
Sumer Auditco Limited were appointed as auditor to the company following BHP LLP becoming part of the Sumer Group on 31 December 2025, which required a change in audit firm to comply with applicable regulatory requirements.
In accordance with section 487(2) of the Companies Act 2006, Sumer Auditco Limited are deemed to be reappointed annually.
We have audited the financial statements of Clariant Services UK Ltd (the 'Company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the trade;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company;
we assessed the extent of compliance with the laws and regulations considered above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risks of fraud through management bias and override controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
discussions with senior management regarding relevant regulations and reviewing the company’s legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director’s and other management and the inspection of regulatory and legal correspondence.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Clariant Services UK Ltd ("the Company") is a holding company which provides services to both subsidiaries and other Clariant group companies in the United Kingdom.
The Company is a private company, incorporated and domiciled in England, United Kingdom. The address of its registered office is Airedale House, 423 Kirkstall Road, Leeds, LS4 2EW.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based payments;
the requirements of IFRS 7 Financial instruments: Disclosures;
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
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 paragraphs 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.
Where required, equivalent disclosures are given in the group accounts of Clariant AG. The group accounts of Clariant AG are available to the public and can be obtained from Investor Relations at Hardstrasse 61, CH-4133, Pratteln, Switzerland.
Under section 401 of the Companies Act 2006 the Company is exempt from the requirement to prepare consolidated financial statements.
Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
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 date, 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 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.
The Company as a lessee
The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Lease payments included in the measurement of the lease liability comprise:
fixed lease payments (including in-substance fixed payments), less any lease incentives;
The lease liability is included in 'Creditors' on the Balance sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right of use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Balance Sheet.
The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 1.5.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.
Other operating income
Other operating income is recognised to the extent that it is probable that the economic benefits will flow to the Company and the other operating income can be reliably measured. Other operating income is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
Rendering of services
Other operating income from providing services is recognised in the accounting period in which the services are rendered.
Interest Income
Interest income is recognised in profit or loss using the effective interest method.
Financial instruments (under IFRS 9)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instrument transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method. This represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Financial liabilities at amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(a) Investments
The most critical estimates, assumptions and judgements relate to the determination of carrying value of investments. The nature, facts and circumstances of the investment drives the valuation methodology. The Company makes an estimate of the recoverable amount of investments by reviewing the net assets of the subsidiaries and where considered necessary discounted cashflows. See note 11 for the carrying amount of investments, and note 1.4 for the valuation policy of investments.
(b) Impairment of trade receivables
The Company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management consider factors including the credit rating of the receivable, the ageing profile of receivables and historic experience. See note 15 for the net carrying amount of the trade receivables balance.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
Three directors were remunerated for their services to the UK Group of Clariant Companies ('UK Group') and their costs were borne by the Company.
The directors' emoluments paid by the Company was solely in respect of duties under the directors' contracts of employment with the Company and no separate directors' fees are payable.
The overseas based directors received no remuneration for their services to the Company as their costs were borne by a fellow group company (2024 - £NIL).
The charge for the year can be reconciled to the profit/(loss) per the profit and loss account as follows:
Tangible fixed assets includes right-of-use assets, as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
The registered office of all subsidiary companies is Airedale House, 423 Kirkstall Road, Leeds, LS4 2EW.
The Company holds an indirect investment in a joint venture Clariant Ali Al-Abdulla Al-Tamimi Co. Ltd whose registered address is PO Box 230, Al-Khobar 31952. Saudi Arabia, the Company indirectly owns a 49% holding.
Included in amounts owed by group undertakings is a loan receivable of £NIL (2024 - £17,892,000) from group companies repayable on demand with interest charged at UK base rate plus 1%.
Also included in amounts owed by group undertakings are loans of £Nil (2024 - £525,000) which are denominated in Euros, repayable on demand with interest charged at EONIA (Euro Overnight Index Average) plus 30 basis points and loans of £92,000 (2024 - £18,000) which are denominated in Euros, repayable on demand but with no interest charged.
All other amounts owed by group undertakings are secured, bear no interest and have no fixed repayment terms.
The group operate a cash pooling arrangement with interest payable as follows Euro balances at €STR+0.75%, GBP balances at SONIA+2.5%, and USD balances at SOFR+0.29%.
Included in amounts owed to group companies are loans totalling £NIL (2024 - £1,506,000) repayable on demand with interest charged at UK base rate plus 1%.
All other amounts owed to group companies are unsecured, bear no interest and have no fixed repayment terms.
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Other provisions include an uninsured claim provision of £8,000 (2024 - £NIL) relating to employee liability claims and is a best estimate based on advice from the Company's advisors. It is envisaged that these amounts will be settled within 1 year of the balance sheet date.
The remainder of the other provisions of £45,000 (2024 - £45,000) arises from the legal obligation to reinstate a leasehold office to its original state at the end of the lease term. It is envisaged that the amount will be settled at the end of the lease.
The Company is a participating employer of the Clariant Pension Plan (the "Plan"), a scheme which is managed by an independent Trustee body and comprises Defined Benefit sections. This is a closed scheme, which being in a surplus position does not require funding from the Company.
On 31 December 2001 the existing Defined Benefit Section of the Plan was closed to new members and a new Defined Contribution Section of the Plan was established for new employees from 1 January 2002.
The details of the scheme are as follows:
The Clariant Pension Plan - Defined Benefit Section
The valuation assumptions included a discount rate based on the WTW nominal gilt yield curve plus 0.25% per annum for non‑insured members and the WTW nominal gilt yield curve for insured members. Future pension increases are linked to inflation and are subject to the specific caps and floors applicable to each category of benefit. The market value of the Plan's assets was £271,500,000 as at 1 April 2024.
On 1 April 2016 the Defined Benefit Section of the Plan was closed for future accrual and all employees transferred to the Defined Contribution Section of the Plan.
IAS 19 disclosures
As permitted by IAS 19 'Employee benefits' the contributions paid by the Company to the Plan are accounted for as though to a defined contribution scheme. This arises since the share of assets and liabilities relating to the Company cannot be separately identified.
At 31 December 2025 the surplus of the Plan was £22,925,000 (2024 - £23,972,000). Full details of the Plan are provided in the financial statements of the principal employer, Clariant Production UK Ltd, which are publicly available.
Clariant Retirement Savings Scheme - Defined Contribution Section
The Defined Contribution Section is funded by the payment of contributions into personal accounts held under trust. These personal accounts are independent of the Company and are invested with a professional investment manager appointed by the Trustee. The charge against profit is the amount of employer contributions payable to the pension scheme in respect of the accounting year. On 31 October 2022, the Company closed the Defined Contribution Section of the Clariant Pension Plan and moved on 1 November 2022 into a new ‘Master Trust’ pension arrangement with Legal & General (‘’L&G’’), named Clariant Retirement Savings Scheme (the “New Scheme”).