Protecting People.
Enhancing Lives.
Preserving our Planet.
A CENTURY
OF SERVICE.
DELIVERING
EVERY DAY.
Rentokil Initial plc
Annual Report 2025
Strategic Report
03
Introduction
04
Group Highlights
06
Our Business at a Glance
08
Chair’s Statement
10
Letter from the Chief Executive
14
Reasons to Invest
16
Our Strategy and Business Model
20
Capital Allocation
22
Key Performance Indicators
26
Our Businesses
34
Our Regions
38
Financial Review
42
Use of Non-IFRS Measures
48
Responsible Business
66
Section 172(1) Statement
67
Non-Financial and Sustainability
Information Statement
68
Risks and Uncertainties
76
Viability Statement
Corporate Governance
78
Chair’s Governance Overview
80
Board of Directors
82
Executive Leadership Team
84
Our Governance
95
Our Stakeholders
99
Audit Committee Report
107
Nomination Committee Report
113
Directors’ Remuneration Report
140
Independent Auditors’ Report
Financial Statements
148
Consolidated Financial Statements
153
Notes to the Consolidated Financial
Statements
193
Related Undertakings
201
Parent Company Financial Statements
203
Notes to the Parent Company
Financial Statements
Other Information
207
Management’s Discussion
and Analysis
221
Directors’ Report
225
Additional Shareholder Information
227
Glossary
Contents
Non-IFRS Measures
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not
measures as defined under IFRS, but management believes that these measures provide valuable additional information for users of the
Financial Statements, in order to better understand the underlying trading performance in the year. See pages 42 to 47 for more
information.
The content of this Annual Report reflects the views, opinions and status of the Company as at 5 March 2026.
Letter from the Chief Executive
See pages 10 to 13
Our Businesses
See pages 26 to 33
Our Regions
See pages 34 to 37
02
Rentokil Initial plc
Annual Report 2025
After a century of service, we continue
to build a higher-quality company for
the next 100 years with investments
in engaged colleagues, satisfied
customers, leading brands, emerging
technology and innovative products.
The strategy we have executed in
2025 has delivered an encouraging
performance.
Rentokil Initial plc
Annual Report 2025
03
Strategic Report
Other Information
Financial Statements
Corporate Governance
Group Highlights
A year of encouraging progress
Financial highlights
$
6,908
m
+3.8%
2024: $6,617m
+
2.3
%
2024: +1.5%
11.49
¢
2024: 13.72¢
$
972
m
2024: $868m
$
1,070
m
+5.4%
2024: $1,008m
+
2.6
%
2024: +2.6%
+
3.0
%
2024: +4.4%
25.91
¢
+2.4%
2024: 25.31¢
$
615
m
+24.5%
2024: $494m
$
390
m
2024: $462m
Revenue
1
Adjusted Operating Profit
1
North America Organic Revenue Growth
1
Basic EPS
Net Cash Flows from Operating Activities
Organic Revenue Growth
1
International Organic Revenue Growth
1
Adjusted Basic EPS
Free Cash Flow
Profit before tax
KPIs, see page 24
Find out more
on pages 38 to 41
All figures stated as continuing operations.
1. Growth rate stated at constant currency.
04
Rentokil Initial plc
Annual Report 2025
Non-financial highlights
0.28
+3.4%
2024: 0.29
87.4
%
+110bps
2024: 86.3%
82.6
%
+50bps
2024: 82.1%
60.6
+2.8pts
2024: 57.8
Customer satisfaction
(CVC)
Lost Time Accident
(LTA)
1
Total colleague retention
Total customer retention
Operational highlights
Our businesses
Our regions
KPIs, see pages 22 and 23
Our Pest Control business is the largest operator in
North America, the world’s biggest pest control market,
and a leading player globally. Our Hygiene & Wellbeing
business is a leader in the provision of hygiene and
wellbeing services across our International markets.
Rentokil Initial operates regionally and reports
performance across two regions – North America
and International. The International region covers
88 countries worldwide, in Europe, the United Kingdom,
Asia, the Pacific, Latin America, MENAT and
Sub-Saharan Africa.
Find out more
on pages 50 to 52
Find out more
on pages 26 to 33
Find out more
on pages 34 to 37
Pest Control
83
%
North America
62
%
Hygiene & Wellbeing
17
%
International
38
%
1. Includes the performance of France Workwear.
Revenue split
Revenue split
Rentokil Initial plc
Annual Report 2025
05
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Business at a Glance
A global leader in pest control and
hygiene and wellbeing services
Our company
We provide essential services which protect people from the dangers of pest-borne
disease and the risks of poor hygiene.
ENGAGED
COLLEAGUES
GLOBAL
OPERATIONS
POWER
BRANDS
LEADERS IN
INNOVATION
SERVICE
EXCELLENCE
RESPONSIBLE
BUSINESS
With c.63,400 colleagues, we
are a people and values-based
organisation focused on the
service expertise of our teams
and technicians.
With two regions and two
businesses across 90 countries,
we are a multi-local organisation
with local branches and local
sales and service teams, serving
millions of customers.
Our power brands are Rentokil
(global), Terminix (US residential
and termite), Initial (global),
and Ambius (global). Alongside
these are strong regional and
local brands.
We have a strong track record
of differentiated innovation
in both Pest Control, such
as AI-enabled connected
technologies, and Hygiene &
Wellbeing. We are building
our expertise in digital and AI
to drive real business outcomes.
We perform over 34 million
service visits per year – from the
largest multinational companies
to local shops, restaurants, and
homes, and enjoy high levels of
customer satisfaction.
We are committed to doing
business responsibly with a focus
on safety, colleague training and
engagement, protecting the
environment and adding value
to our communities.
North America
International
06
Rentokil Initial plc
Annual Report 2025
Our culture
Our vision is to be a world-class services company and our culture is critical to our success.
At Rentokil Initial, our colleagues are our brand. They are our experts, focused on delivering
a great service for our customers. We live our values every day through our culture, and the
professional standards we set.
Our culture model
OUR
MISSION
Protecting People. Enhancing Lives. Preserving our Planet.
Service
We are passionate
about delivering
excellent customer
service to every
customer.
Relationships
We value long-lasting
relationships with our
colleagues and
customers.
Teamwork
Our business is
about great teamwork
– getting it right, for
our colleagues and
customers.
Responsibility
A duty of care to each
other, our customers,
the communities in
which we live and work,
and the planet.
Customer focused
Firstly, we’re a service company.
We strive to meet our customers’
needs and our people go the
extra mile to do so. We work
hard to support our customers
and each other. When things
go wrong, we put them right.
Commercial
We employ smart people to help
the company grow by making
good decisions that benefit our
customers. We constantly seek
out new opportunities for growth
and ways to work more
effectively.
Belonging
We value everyone’s talents
and abilities and strive to attract,
recruit and retain the best
people from the widest possible
pool of talent. We value equal
opportunities as part of our way
of working.
Down to earth
We don’t like big egos.
People who succeed with us
are friendly, down-to-earth,
straightforward, and constantly
seeking to improve. We work
hard to deliver great results for
our customers and colleagues.
Innovative
We use the latest advancements
to build an innovation pipeline
that sets us apart from the
competition. We embrace digital
technologies that help create
new products and make us more
efficient.
OUR
VALUES
OUR
CULTURE
Rentokil Initial plc
Annual Report 2025
07
Strategic Report
Other Information
Financial Statements
Corporate Governance
Chair’s Statement
Delivering for our stakeholders
Introduction
Rentokil Initial is a global leader in pest control and hygiene and
wellbeing services, two industries characterised by strong underlying
growth drivers. Our strategy leverages the benefits of our global scale
to win locally through strong brands and highly-engaged colleagues
delivering great customer service with an innovative range of products
and services. The North America region has continued to be the main
area of focus and challenge for the Board in 2025 and therefore we
have been encouraged by the improving performance, although there
is still much to do to reach our full potential.
Chief Executive succession
2025 marked the beginning of a transition for Rentokil Initial, with the
announcement in May 2025 of the retirement of our Chief Executive,
Andy Ransom, ahead of our AGM in May 2026.
On behalf of the Board, I want to express our gratitude to Andy for his
enormous contributions and commitment to the Company for 18 years
and especially during his successful tenure as CEO, steering Rentokil
Initial to become one of the world’s leading services businesses.
Since Andy became Chief Executive, Total Shareholder Return has
risen over 400%. He has also been fundamental in embedding the
culture we have in the organisation to fulfil our mission of Protecting
People, Enhancing Lives and Preserving our Planet. We wish him all
the very best for the future.
Following a rigorous global selection process, which you can read
more about on pages 94 and 109, we were delighted to appoint
Mike Duffy to succeed Andy as our new Chief Executive.
Mike joined the business as CEO Designate on 16 February 2026 and
will become Chief Executive on 16 March 2026. Andy will continue to
be available until May 2026 for a smooth and well-managed leadership
transition.
Mike brings over 25 years of leadership experience with large US
businesses with similar characteristics to Rentokil Initial – complex
multi-site businesses with route-based operations. He has experience
of both commercial and consumer industries and throughout his career
he has delivered successful business transformations through initiatives
to improve the customer experience, colleague engagement and
financial returns.
Mike’s energy, ambition, operational experience and clarity of strategic
thinking stood out during the selection process. He is a dynamic,
growth-oriented leader with deep commercial, technology and
operational expertise. He shares our values and our ambition
and has a strong track record of strategy execution.
Mike has begun his onboarding programme and the Board and I look
forward to working with him as we accelerate our strategy and continue
to deliver value for all our stakeholders.
After a challenging year in 2024,
we are encouraged by the
improving performance through
2025. We remain focused on
executing our strategy in a way
that meets the needs of all our
stakeholders including customers,
colleagues and shareholders.
Richard Solomons
Chair
There is an exciting
opportunity ahead to
build upon the strong
foundations in place
to drive operational
excellence, improved
financial performance
and incremental value
for shareholders.
Mike Duffy
CEO Designate
08
Rentokil Initial plc
Annual Report 2025
Performance
2025 has been a year of encouraging performance for the Group.
There were early signs of an improvement in performance in North
America, where Organic Revenue Growth reached 3.5% in the second
half of the year compared to 1.1% in the first half. While this level of
growth continues to underperform the market, this remains the primary
focus of the Board and the North America leadership team.
A disciplined focus on costs and cash delivered 5.4% growth in
Operating Profit and 98% Free Cash Flow Conversion. Given this
performance, and in line with our progressive dividend policy, the Board
is recommending a final dividend of 8.24 cents per share for 2025,
bringing the dividend for the year to 12.39 cents per share, up 3.0%.
Strategy
Throughout the year, the Board has regularly considered the Group’s
performance against our strategy, including examining post-integration
reviews of M&A. The Board received comprehensive updates from
our regional leadership teams on strategy and performance, with
a particular focus this year on the execution of our evolved strategy
for North America and our plans for 2026. The annual two-day Board
strategy session also provided a key opportunity for the Board to reflect
and review the Group’s strategic priorities, with a primary focus on
organic growth.
In line with our capital allocation framework, after investment in the
business to drive organic growth, we have continued to execute
high-quality bolt-on M&A, focused on Growth and Emerging markets,
with 36 businesses acquired in 2025. Further details on our strategy,
and the progress that we have made on our strategic priorities in the
year, can be found on pages 16 to 19.
Safety, health and environment
Our mission – Protecting People, Enhancing Lives, and Preserving
our Planet – is at the centre of everything we do. The Board considers
safety, health, and environment (SHE) performance at every scheduled
meeting, and we are pleased to report sustained high levels of
colleague safety performance.
The Board also received updates on the Company’s sustainability
strategy and the progress made against our sustainability initiatives
over the year. More information can be found in the Responsible
Business section on pages 48 to 65, and in our standalone
Responsible Business Report, which can be found at
rentokil-initial.com/responsible-delivery
.
People
We believe that it is our colleagues who make Rentokil Initial what it is,
and the Board is grateful to the hard-working teams of colleagues that
we have around the world.
The Group has continued in its investment in being a world-class
Employer of Choice, and is pleased to see that our colleague retention
continues to rise. During the year, we delivered 2.2m training sessions
and created 540 new training items. We currently have 137 customer
service apprentices and over 100 participants in our graduate scheme.
The Board aims to engage with a broad range of colleagues, through
attendance at meetings, site visits and colleague events. In 2025, we
joined colleagues to celebrate 100 years of Rentokil. We also receive
regular colleague updates, including key themes such as colleague
recruitment and retention, through the Chief Executive report at
each meeting.
The Board is aided in monitoring the culture of the Company through
an annual deep dive on culture, and a comprehensive review of the
results of our confidential all-colleague survey, Your Voice Counts.
It was particularly encouraging to see the results for safety, line manager
performance, equal opportunities, customer service and innovation
remaining very strong. The Board also received a deep dive on
workforce engagement during the year.
Board composition
We welcomed Leanne Sheraton and Sam Mitchell as Non-Executive
Directors in June 2025. Leanne was previously Chief Marketing Officer
for PayPal Holdings, Inc., a global leader in fintech. She brings to
the Board deep expertise in brand building, consumer marketing and
digital customer acquisition. Sam was the former Chief Executive of
Valvoline Inc., the North American leader in automotive maintenance.
He strengthens the Board by adding recent leadership experience
in a North American multi-site business-to-business and
business-to-consumer company. Their full biographies can be found
on page 81.
Sarosh Mistry stepped down as a Non-Executive Director on 31 July
2025, and Linda Yueh will step down as a Non-Executive Director at
the conclusion of the Annual General Meeting (AGM) on 7 May 2026.
On behalf of the Board, I offer my sincere thanks to Linda and Sarosh
for their commitment and dedication to Rentokil Initial, and their valuable
advice and counsel during their time on the Board.
Board effectiveness
In 2025, we undertook an internal Board effectiveness review, including
individual Director and Committee reviews. The findings concluded that
the Board and Board Committees continue to operate effectively, and
individual Directors continue to contribute meaningfully to the Board.
Information on this year’s Board performance review, including the
themes and actions we will be taking over 2026, and the progress
made against the actions from the 2024 internal review, can be found
on page 90.
Looking ahead
It was with mixed emotions that I informed the Board of my intention to
retire as Chair of Rentokil Initial, once a successor has been appointed.
That search is now underway, and until then I will continue to lead the
Board and ensure a smooth transition.
With a strong and resilient business model and platform for growth
there are substantial opportunities for value creation across the Group.
The Board will work with our new Chief Executive, Mike Duffy, to fully
capitalise on these opportunities with the core priority to continue to
improve organic growth in North America.
In closing, I would like to extend my thanks and appreciation to the
leaders and teams across Rentokil Initial for their enthusiasm and
commitment to exceptional customer service throughout the year,
and to our shareholders for their continued support.
Richard Solomons
Chair
Rentokil Initial plc
Annual Report 2025
09
Strategic Report
Other Information
Financial Statements
Corporate Governance
2025 was a year of encouraging
progress for the Group. We have
strengthened our position in North
America driven by the relentless
execution of our strategy and our
commitment to high quality service
and efficiency. Globally we continue
to deliver sustainable growth with
revenues increasing by 3.8%,
supported by 36 bolt-on acquisitions,
many in emerging markets.
Andy Ransom
Chief Executive
Letter from the Chief Executive
Executing our strategy
Introduction
2025 has been an important year as we celebrated 100 years of Rentokil,
a milestone that brings into the spotlight the strong foundations that have
underpinned our growth into the global leader in pest control.
Rentokil was born from innovation when Harold Maxwell-Lefroy formulated
the first treatment which eradicated a deathwatch beetle infestation from
Westminster Hall, the largest medieval timber roof in northern Europe.
From this success, Harold founded a company built on science and
innovation, a desire to protect people, and an unwavering commitment
to provide customers with the best products and services possible.
A truly customer-centric organisation puts colleagues first, something
that is ever-present across Rentokil Initial as we invest in colleague
engagement, training and culture to deliver exceptional service and
meet, and, wherever possible, exceed the needs of our customers.
What is clear from the centenary celebrations is the immense pride
throughout the organisation in our rich heritage and the significant
progress we have made in the year.
Leading in resilient long-term growth markets
Our success is underpinned by the resilient long-term growth markets
of pest control and hygiene and wellbeing in which we operate, and
the strength of our position in the 90 countries where we do business.
The global pest control market is continuously evolving, with
urbanisation and climate change creating a more favourable
environment for pests, and public health concerns and stricter
regulation driving up demand for control services.
The global hygiene market is also an attractive industry. Like pest control,
hygiene and wellbeing is an essential, non-discretionary business where
growth is benefiting from a heightened focus on hand, air and surface
hygiene, growing health consciousness afforded by higher disposable
incomes, tightening hygiene and sanitation regulations and greater
emphasis on health and wellbeing in the workplace.
We are executing our strategy to capture these opportunities to deliver
sustainable growth. Our markets are also characterised as highly
fragmented – which favours the operators of scale where our market
leadership positions and investment in product development, innovation
and digital technology continue to ensure that we differentiate our global
brands, support our customers’ needs to grow our market share and build
competitive advantages to drive consolidation.
Building sustainable growth – a year of progress
2025 was a year of encouraging progress for the Group, particularly
in the second half, where, in North America, we began to see clear
evidence that the initiatives we put in place at the start of the year
are delivering results and improved momentum.
For the year, we reported Organic Revenue Growth of 2.6%, with 1.6%
in the first half and 3.5% in the second half. This acceleration in the
second half of the year was particularly evident in North America, with
good progress in both Pest Control Services and Business Services.
Globally, we continue to benefit from our strong footprint in attractive
markets. In 2025, our International business grew Revenue 4.8%.
Organic Revenue Growth was 3.0% which included Organic Growth
in Pest Control of 3.7% and Hygiene & Wellbeing of 2.0%.
Balancing investment in growth and cost efficiency, we converted
3.8% Revenue growth into 5.4% Adjusted Operating Profit Growth
and improved our margins by 0.3%pts to 15.5%.
This was also a year of progress on cash flow, with Free Cash Flow
increasing 24.5% and a Free Cash Flow Conversion rate of 97.6%,
ahead of our target at the start of the year, and allowing us to reduce
leverage to 2.6x.
Find out more
on pages 27 and 33
10
Rentokil Initial plc
Annual Report 2025
Focus on execution in North America
We are a strong leader in pest control in the US, a market where around
half of the world’s pest control takes place and which is growing at
c.6%, positioning us well for long-term growth.
In 2025, our focus has been on growth and bringing together the
complementary strengths of Rentokil and Terminix. We were encouraged
to see the improving performance in the second half of the year when
the initiatives we put in place supported Organic Revenue Growth of
3.5%, compared to 1.1% in the first half.
At the start of the year, we outlined a comprehensive overhaul of how
we were growing the business, informed by our learnings in 2024.
Our growth plan focused on improving lead flow and we have been
winning new business at accelerating rates supported by enhanced
digital marketing to realise the benefits from better organic lead
generation and high-quality, lower-cost paid-for leads. We have
responded to the evolving digital landscape with increased investment
in our brand websites to ensure their positioning is optimised for
AI-generated search answers. In an industry where business is won
locally, city by city, we have continued the roll-out of smaller, local
branches through our satellite programme, to a total of over 150 to
improve customer proximity and presence in the community.
Alongside marketing initiatives, we’ve reorganised our local field sales
operations back to branch managers to drive more accountability and
visibility of results – which we can see in improvements in our core
sales metrics which target improved speed from lead to inspection
and proposal. In 2025, we also ran a successful pilot of door-to-door
residential contract sales through the peak summer season.
As well as winning new customers, in a business where the key to
sustainable growth is continuing to grow the value of the contract
portfolio, we also implemented a range of initiatives to improve
customer retention, including investment in a customer saves team
to proactively encourage terminating customers to stay and improved
billing and customer communications. Customer retention now stands
at 80.5% in North America, up 0.4%pts in 2025, and our Net Promoter
Score from Customer Voice Counts (CVC) surveys now stands at 61.5,
up 2.5pts year-on-year.
Looking back on our progress since the acquisition of Terminix, we have
achieved a great deal, creating a single North American organisation
using aligned back-office technology. We have continued to invest
in enhancing the capabilities of the combined organisation with
meaningful investments in 2025 in the leadership and newly formed
teams supporting pricing and data science. To fuel this investment and
drive further improvements in profitability we have increasingly focused
on efficiency with enhanced procurement and utilisation of outsourcing.
Looking forward to 2026, we are continuing to execute our evolved
marketing and multibrand strategy. Informed by the strong growth
in leads from our regional brand strategy, we are planning to retain
30 pest brands – powerful national, regional and local brands –
representing over 90% of our revenues across a revised target branch
network of around 800, including around 220 smaller, local
branches. Retaining more brands and branches, combined with
an enhanced and streamlined approach to systems migration,
simplifies the remaining integration.
All of this puts us in a strong position to deliver on the margin
enhancement and revenue growth required to achieve our target of
above 20% operating margins in our North America business in 2027.
Find out more
on pages 34 to 36
30
Retaining 30 national,
regional
and local
pest brands
North America
customer retention
80.5%
up 0.4%pts in 2025
Smaller, local branches
now total
>150
to improve customer
proximity
c.800
Target branch network
by end of 2026
We have responded to the
evolving digital landscape with
increased investment in our
brand websites to ensure their
positioning is optimised for
AI-generated search answers
Rentokil Initial plc
Annual Report 2025
11
Strategic Report
Other Information
Financial Statements
Corporate Governance
Letter from the Chief Executive
continued
Delivering the opportunity for growth
in our International region
In 2025, we also made progress simplifying our International region
with the divestment of France Workwear, leaving this region focused
on our two core business lines of Pest Control and Hygiene & Wellbeing.
These businesses have similar characteristics being route-based,
primarily contract businesses with a colleague-centric approach
ensuring high levels of customer satisfaction and a commitment to
enhancing profitability through operational excellence and leveraging
shared services across the two business lines.
Across these two businesses in our International region, we continue
to build on a strong base. Excellent colleague retention scores of 90.3%
have been sustained from last year. We have been focused on customer
service and retention, pricing and leveraging innovation, allowing us to
sell more products to our established customers. Our M&A strategy
to build density in existing markets and penetrate new cities with high
growth potential has led to 24 acquisitions in 2025. Following success
in North America, we will use 2026 to explore more potential
opportunities for cost efficiencies in our International businesses.
Differentiation with innovation and digital
We have continued to leverage the benefits of our scale and expertise
to invest in innovation and differentiate us from the competition. During
2025, we made great strides forward in our data capabilities, elevating
the use of data and AI through the organisation down to the branch level
to support decision making with the roll-out of Gemini for Google
Workspace to our c.63,400 global workforce.
In just six months, colleagues used Gemini AI on over one million
occasions to support their work and we have launched our own
in-house AI platform, known internally as RatGPT, which currently has
over 100 AI agents in development to help us grow and become more
efficient. We’re committed to embedding digital transformation across
the organisation, and we’re actively using AI to drive real business
outcomes.
We continue to invest in technology innovation in both Pest Control and
Hygiene & Wellbeing with exciting opportunities ahead. These include
investments in field-based technology such as in-field camera optics in
our rodent traps, generative AI to support our customers and to lower our
costs, and maximising our routes to market through optimised AI search.
Investing in our people and building our culture
We have always seen a clear link between colleague retention and
customer retention – by retaining our people we also build deeper
relationships with our customers. Our colleague retention in 2025 has
risen again to 87.4%. We listen carefully to our colleagues globally
through our Your Voice Counts survey, a very detailed, confidential
survey which provides every colleague the chance to give feedback
on topics including culture, leadership and their line manager. We had
record participation this year, with results that benchmark very highly
for enablement and engagement.
Find out more
on page 37
Find out more
on pages 29 to 31
Find out more
on pages 50 and 51
COLLEAGUES,
CUSTOMERS
AND AI
AI
PRODUCTIVITY
Core AI integration
Rentokil Initial is actively integrating AI, particularly Gemini AI,
into its operations. This strategic adoption aims to enhance
efficiency and productivity across the business.
We launched Google Gemini AI as an integrated tool within email
and documents, and as a standalone app to enable further
efficiencies. By the end of 2025, all colleagues worldwide had
access to Gemini AI, demonstrating a strong commitment to
digital transformation, with North America the largest user region.
Outcomes-driven AI agents and chatbots
We have also developed and begun to roll-out a proprietary
AI Portal to create company-specific AI agents. This provides
a single, secure repository of multiple industry-standard Large
Language Models (LLMs), allowing colleagues to choose the
right model for different tasks, and includes custom-made
AI chatbots and agents. To date, around 100 AI agents and
chatbots are in development across areas such as technician
training, HR queries, IT support, national accounts support,
sales entry, brand compliance, SOX and cash allocation.
AI service innovation
Rentokil Initial has also deployed AI in its latest service innovation,
PestConnect Optix for rodent control. Motion-detection cameras
at customer sites capture and transmit images back to Rentokil
technicians and, so far this year, 4.1 million images have been
processed and analysed by Rentokil’s AI model, enabling a faster
response to potential infestations. The Optix service has now
been launched in five countries.
SPOTLIGHT ON:
INNOVATION AND TECHNOLOGY
c.63,400
Colleagues have access
to Gemini AI
>100
AI agents and chatbots
in development
AI
EFFICIENCY
AI
SERVICE
INNOVATION
12
Rentokil Initial plc
Annual Report 2025
100
AND
COUNTING...
SPOTLIGHT ON:
CULTURE
Rentokil 100
Watch the video
Rentokil’s centenary year has been a remarkable milestone –
an opportunity to reflect on our history but also celebrating
the extraordinary commitment, generosity, and passion
of our colleagues. We focused the celebrations on giving
back and connecting our Rentokil family, and the response
was phenomenal.
Our initial goal was to support at least 100 charities and
communities globally, but thanks to colleagues’ enthusiasm
we ultimately supported more than 180 worldwide, far exceeding
our target. These charities covered a wide range of causes,
with particular emphasis on Health, Hospice and Cancer Support,
and Children, Youth and Education. Colleagues across the globe
engaged with their local communities, delivering environmental
initiatives such as litter picks, tree planting and river restoration.
Colleagues also came together at more than 100 local events
during the year, with many teams forming the number 100 –
captured by drones – as a powerful symbol of Rentokil’s people
and passion. A comprehensive marketing and social media
campaign ran alongside these activities, ensuring Rentokil’s
centenary was recognised and celebrated across the world.
180
Charities and communities
supported
Focus on efficiency and disciplined
capital allocation
We have progressed plans to simplify our business in North America
and build a more efficient organisation, moving some of our support
functions to Global Capability Centres and investing in automation.
We have a target to deliver a cost reduction in North America of
c.$100m in 2027 compared to an inflation-adjusted 2024 base and
deliver operating margins above 20% in 2027 – our progress in 2025
gives us confidence we are on track to deliver against these targets.
As we increase cost efficiency and focus on cash, we are driving up
our Free Cash Flow growth and Free Cash Flow Conversion. This fuels
our capital allocation model, which balances growing the business both
organically and inorganically and returning capital to shareholders
through sustainable growth in the ordinary dividend, and then through
additional returns to shareholders, whilst maintaining leverage within
a target range of 2.0 to 2.5x.
Rentokil Initial – the next 100 years
In May 2025, I announced my plan to retire. It has been a privilege
to lead this company as CEO for the last 12 years and as I look back I am
immensely proud of what we have achieved and the business we have
built based on the solid foundations of people, culture, colleague
engagement, commitment to customer service, innovation and leading
technology which have been the bedrock of this company for 100 years
and will be the cornerstone of its future success.
In the last 10 years we have grown Revenue and profit at a compound
annual growth rate of 14% and 17% respectively and we have delivered a
6%pt improvement in colleague engagement and an 11%pt improvement
in colleague enablement.
Our global Pest Control and Hygiene & Wellbeing businesses enjoy
highly resilient demand with strong structural growth drivers. We have
a strong global presence, with market leadership in dozens of countries.
This unique footprint affords significant competitive advantages,
leveraging our scale to invest in global capabilities and executing to win
locally right down to the individual branch level. We continue to invest
in value-creating M&A across the highly fragmented markets that we
operate in. Our disciplined capital allocation model and an increasing
focus on business simplification and cash discipline is delivering value
for shareholders. In 2025, we have made good progress executing our
strategies to drive profitable growth in North America and across our
International region, and we have started 2026 with pace as we
continue to build a powerhouse in pest control in North America.
It has been a pleasure to welcome Mike Duffy, as Rentokil Initial’s new
CEO, into this industry. He brings a wealth of leadership experience,
customer focus, operational rigour, and care for colleagues and is
well-placed to take Rentokil Initial forward on its next chapter of
sustainable growth and long-term shareholder value creation.
I would like to express my thanks to all our colleagues who have been
part of this journey and for what they do every day to contribute to the
company’s success. I look forward to watching Rentokil Initial continue
to go from strength to strength.
Andy Ransom
Chief Executive
Find out more
on pages 20 and 21
Rentokil Initial plc
Annual Report 2025
13
Strategic Report
Other Information
Financial Statements
Corporate Governance
Where we play
Reasons to Invest
A compelling investment opportunity
of long-term compounding growth
$29bn
Pest control global
market size
1
6.2%
Pest control forecast global
market CAGR to 2035
1
2.6%
Organic Revenue
Growth
90
Global footprint
in 90 countries
A
Global leader with strong positions
in fast-growing global markets
We have a track record of strong organic growth in Pest
Control and Hygiene & Wellbeing, benefiting from our
diversified global footprint, which extends across 90
countries, with market-leading positions in a number of them.
Our strong and growing market positions allow us to serve all
segments of the markets in which we operate – commercial,
residential and termite – for both contracted and one-off
services.
A
Strong brand awareness
Our power brands of Rentokil, Initial, Terminix and Ambius
enjoy strong brand awareness and high levels of brand trust,
with a reputation for expertise and high-quality delivery.
Investment in brand awareness helps us retain existing
customers and win new customers. Alongside our power
brands, our investment in regional brands in North America,
our largest market, is helping us keep close to our customers
in a diverse marketplace.
A
Clear benefits of scale to drive performance
As a global leader in pest control and hygiene and wellbeing,
our scale advantage comes from our global presence and
diverse service portfolio and customer base. This allows us
to address the varied needs of residential consumers, small
businesses and large corporations, and to maximise customer
relationships by managing locally, regionally and globally.
Leveraging our scale to invest in brands, people, innovation,
technology and operational expertise, we are well placed
to meet and exceed customer expectations.
A
Highly attractive, fragmented
and resilient markets
Rentokil Initial operates in highly attractive, global markets
and in industries which have benefited from strong growth
drivers. Our markets are characterised as resilient growth
markets with long-term attractive fundamentals, including
increasing awareness and demand for our services.
Within pest control, the forecast global market CAGR
1
to 2035 is 6.2% with untapped opportunities across our
regions and markets.
The highly fragmented industries of pest control and hygiene
and wellbeing support inorganic growth and consolidation of
our market share. Our bolt-on M&A programme has enabled
us to expand into new, higher-growth markets as well as
consolidate our position in our existing markets.
A
Favourable tailwinds supporting organic growth
Across our markets we continue to benefit from favourable
market tailwinds underpinned by positive macro trends,
which support ongoing strong organic growth.
Growth in the pest control market is driven by a number
of factors, from climate change and urbanisation to
technological advances, stricter regulations and demand
for sustainable solutions.
In hygiene and wellbeing, positive market drivers include
urbanisation, rising disposable incomes, a heightened
awareness of hygiene risks and increasing regulation.
Attractive markets
Leading global positions
1.
Market data sources: Allied Markets (Global), The Strategic Analysis
of the US Structural Pest Control Industry, Speciality Consultants LLC,
QuinceMarket Insights and Company internal revenue data.
14
Rentokil Initial plc
Annual Report 2025
How we win
87.4%
Colleague retention
24
Patents granted in 2025
70%
Contracted revenue
97.6%
Free Cash Flow Conversion
A
Long-term track record of financial performance
Our track record of growing revenue and profits has
generated high total returns, strong cash flow, and a strong
credit rating. We have a consistent strategy centred on market
consolidation, operational efficiency and customer service
excellence.
A
High recurring revenues
Both Pest Control and Hygiene & Wellbeing are largely
subscription-based businesses, where customers pay for
regular inspections, treatments or servicing over a defined
contract period. This enables steady, predictable revenue
streams, and a low level of exposure to economic cycles.
A
Strong Free Cash Flow
Strong Free Cash Flow Conversion underpins our approach
to capital allocation. We prioritise investing in Organic Growth,
supporting inorganic growth through targeted bolt-on M&A,
and driving sustainable growth in the ordinary dividend.
Any excess capital will be used to reduce leverage to our
target range of 2.0x to 2.5x, with any surplus capital returned
to shareholders at the appropriate time.
A
Reinvesting for growth
We reinvest for growth through both organic investment
in the business and inorganic growth via M&A, increasing
our density, improving gross margins and strengthening
our competitive advantage. Our business model creates
a virtuous circle: our low-cost operating model delivers
profitable growth and sustainable Free Cash Flow that we
reinvest into the business, our people, M&A, brands and R&D.
A
Investing in people, service, innovation
and operations
Employer of Choice
We have a long-term commitment to invest in colleagues,
inclusion and safety. This strong ethos enables us to attract
and develop talent and expertise, and supports improvements
in colleague retention.
High-performance culture
Putting people first leads to better recruitment, retention and
customer service. Development opportunities are promoted
so colleagues see Rentokil Initial as a place to grow, driving
engagement and high performance.
Innovation
Our investment in innovation and our digital pipeline
strengthens our brand and differentiates us from our
competitors as we continue to enhance our reputation
as global experts in our field. It also helps us provide
an enhanced service to customers seeking more efficient
and cost-effective solutions – for example, through
our penetration of connected devices and monitoring,
increasingly incorporating AI – improving our ability
to upsell additional products and service lines.
Operational excellence
Operational excellence underpins our business model,
driving route density and efficient service, and enabling
margin growth. We operate a proven, repeatable,
route-based, low-cost business model across both our
main business areas. Investments in data and technology
are key drivers of performance and informing actions in
key focus areas like customer retention.
Investing for growth
Business model creating value
Rentokil Initial plc
Annual Report 2025
15
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Strategy and Business Model
Creating value for all stakeholders
We have a proven, resilient business model operating across our global operations, supported by a highly
diversified portfolio of product and service lines. Our strategic priorities, which drive the in-year execution
of our plans, together with our business model, remain a key determinant of the strength and resilience
of our long-term performance.
Our strategic priorities
The Group’s strategic priorities centre on driving profitable growth in North America,
while using innovation, digital tools, and disciplined M&A to strengthen our global
Pest Control and Hygiene & Wellbeing businesses. Our continuing drive for
sustainable growth is underpinned by an increased focus on operational excellence
and efficiencies and disciplined financial management.
North America
Accelerate profitable
growth in North
America.
Find out more,
pages 34 to 36
Find out more,
page 21
Find out more,
pages 30 and 31
Find out more,
pages 12 and 15
Find out more,
pages 32 and 33
Find out more,
pages 20, 21 and 38
1
4
5
2
6
3
M&A
Accelerate growth
through targeted M&A.
International
Pest Control
Invest in innovation
and digital to
grow International
Pest Control.
Hygiene & Wellbeing
Deliver operational
excellence in global
Hygiene & Wellbeing.
Financial
Focus on efficiency,
cash flow and disciplined
capital allocation.
Organisation
Build a high-quality
service company
through investment
in colleagues
and technology.
16
Rentokil Initial plc
Annual Report 2025
Our strategic enablers
Our four strategic enablers are the key resources and capabilities that
support and facilitate the successful implementation of our strategy.
They are fundamental to our business model, enabling alignment
between goals and execution of our strategic priorities.
Be an Employer of Choice
We are committed to being a world-class Employer of Choice
everywhere we operate. Above everything, our colleagues’
safety comes first – we want to ensure that everyone goes
home safely at the end of their working day. Our market-leading
practices, together with our training and development
programmes, help us to attract, hire and retain the best people.
We believe in diversity, ensuring that everyone has an equal
opportunity to succeed based on merit.
Create value through innovation
and digital applications
Innovation is integral to our business. Our differentiated
solutions provide customers with more efficient products and
services while ensuring our operations remain as sustainable
as possible. We are incorporating AI to improve how we deliver
services and to do so more efficiently. Our scale enables us
to invest in new digital technologies that enhance service
in a customer-centric way. Digital technologies and AI are
increasingly deployed across our businesses to enhance our
colleagues’ experience, further improving efficiency and insight.
Provide excellent customer service
Providing outstanding customer service is a key component
of our business model. We serve customers ranging from
the largest multinational pharmaceutical, industrial and
food production companies to local shops, restaurants and
residential customers, and we are passionate about the level
of service we deliver to every one of them. As a services
business, we know that brand trust and identity matter,
and we endeavour to fully understand our customers’
needs so that we can provide the solutions they require.
Manage a responsible business
Being a responsible business means supporting our
communities and environment effectively.
We are committed to improving our carbon efficiency,
achieving our target to reduce our emissions intensity by 20%
by the end of 2025. Our Group target is to achieve net zero
carbon emissions by the end of 2040. We aim to make a
meaningful contribution to the local economy and support the
communities where we operate, through charitable donations
and local projects.
87.4%
Colleague retention
rate
c.4,000
PestConnect Optix
cameras in operation
98.4%
State of Service
21.8%
Improvement in
emissions intensity –
meeting our target
of 20% by the end
of 2025
Find out more,
pages 22, 50 and 51
Find out more,
pages 29 to 31
Find out more,
page 23
Find out more,
pages 56 and 57
Rentokil Initial plc
Annual Report 2025
17
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Strategy and Business Model
continued
Profit
growth
Low-cost
model
Density
Innovation
& digital
Price
Additional
services to
customers
Cash
M&A
Dividend
Shareholder
value
Impact on
society
Employer
of Choice
Health &
safety
Great service
Leading
brands
Customer
retention
Organic
Revenue
Growth
New business
Our business model
Within our business model, each cog is related to the others and measured regularly at Group, business,
region, country and branch level. By focusing on executing our model, we create long-term value for
colleagues, customers, shareholders and society.
Colleagues
Success in our service businesses starts
with our colleagues. Delivering our
Employer of Choice programme is the
responsibility of all leaders and managers.
We have common people management
and safety policies and processes across
the Group.
Growth
We generate organic growth by targeting
new customers, selling additional services
or products to existing customers and
expanding into new markets. Our customer
contracts enable us to increase prices for
most customers and provide protection
in high-inflationary environments. Sales
colleague engagement and retention is
an important factor in driving sales success.
Capital allocation
We maintain a disciplined capital allocation
framework that prioritises the effective use
of cash, while retaining the flexibility to
adjust as business needs evolve or market
opportunities arise. Our framework is built
around five key priorities designed to
balance growth, shareholder returns and
financial resilience. We aim to invest in the
business, fund a progressive dividend and
return any surplus to shareholders.
Customers
70% of our customer revenues are recurring,
through annual contracts, with the balance
made up of one-time revenue. High levels
of service and customer satisfaction support
retention, while a broad-spectrum customer
base reflects our wide range of services.
Profit and margins
We have built a proven low-cost operating
model where each country team leads
integrated, multi-local and multi-service
operations, using combined back-office
functions underpinned by shared systems
and processes. We focus on route density
to grow margins.
Responsible business
Socially and environmentally responsible
business practices support the attraction
and retention of colleagues and customers.
Our innovation pipeline is focused on more
sustainable solutions and reducing the use
of chemicals.
U
N
D
E
R
P
I
N
N
E
D
B
Y
O
U
R
C
E
N
T
R
A
L
P
O
L
I
C
I
E
S
A
N
D
P
R
O
C
E
S
S
ES
18
Rentokil Initial plc
Annual Report 2025
Our operating model
We operate a low-cost density-driven operating model, which, combined with our cash compounding
subscription model with 70% of revenue from customers on single or multi-year contracts, generates
free cash flow to fund investment in growth and shareholder returns.
High levels of contracted, recurring revenue
Across our business we are growing contracted, recurring
revenues, currently 70%, reflecting our service excellence,
expertise in our field and our innovation.
In Pest Control, most Commercial customers, and a proportion
of Residential and Termite customers, are on annual or multi-year
contracts, supporting high retention and enabling regular price
increases, which strengthens revenue resilience and cash
generation. PestConnect customers in our largest markets
typically sign three-year contracts, and this segment is expanding
as the service rolls out across regions. While some Residential
and Termite customers use annual contracts, many buy on a
per-job or per-incident basis.
In Hygiene & Wellbeing, 81% of revenue is contracted,
predominantly with Commercial and Public Sector customers.
Increasing our contract portfolio value
In our primarily contract-based business, a key measure of success
and how we drive value is the increase in the annual value of our
contract portfolio, which indicates future secured revenue and
supports stronger top-line growth over time.
We increase this value by winning new business and retaining
existing customers, supported by pricing discipline. To enhance
portfolio growth further, we are focused on driving higher volumes
of new customer leads, improving conversion rates, and steadily
increasing customer retention through a focus on excellent service.
Revenue: Contracted versus one-time revenue
67%
Pest Control
contracted revenue
30%
One-time revenue
1
70%
Contracted revenue
81%
Hygiene & Wellbeing
contracted revenue
$615m
Free Cash Flow
Cash compounding subscription model generating value for
colleagues, customers, shareholders and our communities.
Our low-cost, route-based operating model
We run a low-cost model across Pest Control and Hygiene &
Wellbeing, with a route-based, high-density service network that
spreads fixed costs over recurring service contracts. This makes
scheduling more predictable and routes more efficient and
supports strong margins. The model is designed to maximise
technician productivity and local scale, so each additional
customer on a route costs relatively little to serve. By combining
a shared global platform (finance, HR) with dense local branch
networks, branches capture scale benefits. Our M&A programme
supports this route-density approach, using bolt-on acquisitions
to ‘fill in’ territories, increase customer density and capture cost
synergies from overlapping routes and branches.
1.
One-time revenue is a combination of job work and also the sale
of goods primarily through our product distribution business.
Rentokil Initial plc
Annual Report 2025
19
Strategic Report
Other Information
Financial Statements
Corporate Governance
Capital Allocation
Investing for value creation and sustainable growth
Our capital allocation framework
We maintain a disciplined capital allocation framework that
prioritises the effective use of cash, with the flexibility to adjust our
allocation as business needs evolve or market opportunities arise.
Our framework, outlined above, is built around five key priorities
designed to balance growth, shareholder returns and financial
resilience.
As we execute our strategy, we are focused on delivering against
an attractive growth algorithm, driving revenue through both organic
expansion and strategic acquisitions while improving margins by
enhancing operational efficiencies and leveraging our scalable cost
base, generating surplus cash which is allocated according to this
framework to reinvest at attractive returns and return excess to
shareholders.
Our framework is underpinned by maintaining an appropriate capital
structure, with a target net debt to Adjusted EBITDA range of
2.0–2.5x, and a strong balance sheet consistent with an investment
grade credit rating. We remain a highly cash-generative business
and are comfortable with our current leverage position, which is
aligned with our policy to maintain an investment grade credit rating.
Dividends
1
(¢)
Our disciplined capital allocation model balances investing for sustainable growth, shareholder returns
and maintaining financial strength through an appropriate capital structure for the Group.
Maintain a strong balance sheet
• Strengthening financial health by reducing debt through surplus cash
• Achieving our target Net Debt to Adjusted EBITDA ratio of 2.0–2.5x under normalised conditions
• Maintaining our BBB investment grade credit rating
Invest for growth
organically
• Funding organic
investment in digital
technology, operational
infrastructure and
innovation to enhance
efficiency, service quality
and market
competitiveness.
Invest for growth
through bolt-on M&A
• Targeted bolt-on
acquisitions that enhance
capabilities, strengthen
our market position or
accelerate growth.
Grow a sustainable
ordinary dividend
• Maintaining a sustainable
progressive dividend
policy that ensures
dividends grow over time.
Return excess capital
to shareholders
• Keeping under review
options to return surplus
cash beyond our
reinvestment needs to
shareholders at the
appropriate time.
14
1
2
1
0
8
6
4
2
0
4.32
4.39
5.22
5.82
1.86
7.60
9.30
10.85
12.04
12.39
2018
2022
2015
2019
2
2023
2016
2020
2024
2017
2021
2025
8.16
1.
USD figures to 2024 are translated from GBP using the payment-date spot rate.
2. 2019 final dividend withdrawn due to COVID.
2.6x
Net Debt to
Adjusted EBITDA
12.39¢
Full year dividend
+3.0%
11.1%
10-year CAGR
20
Rentokil Initial plc
Annual Report 2025
Disciplined investment for growth
217
Acquisitions completed
since 2021
$714m
Total revenue in the year prior to purchase
for the 217 acquisitions since 2021
$1.4bn
Spend on acquisitions
since 2021
Cities of the Future is our M&A
strategy targeting expansion in
cities where we expect to see
even higher growth levels over
future decades, particularly in
Asia, Latin America and the
Middle East.
• Focus on entry platforms
for target cities and then
bolt-ons
• Use Rentokil Initial methods
to improve e.g. sales and
financial discipline
Acquisitions are a core part of
our Pest Control growth
strategy to build scale and
density, increase competitive
positioning and improve our
ability to service customers.
• Building on existing footprint
• Focus on urban areas
and existing routes
• Blend capabilities, customers
and people
Building density in UAE
Kendah Pest Control is a leading
operator in the UAE. The acquisition
has integrated with existing teams in
our dense routes in Dubai and added
to less dense routes in Abu Dhabi and
Fujairah, alongside bringing Rentokil’s
commercial focus and opportunities
for cost synergies.
Urban expansion in Chile
The acquisition of Mauco Ambienta
consolidated our position in the Chile
Washroom Hygiene market, building
on our current business operating in
the larger urban areas. Mauco
benefited by leveraging Rentokil
Initial’s operational capabilities and
commercial processes.
Cities of the Future in Indonesia
Our acquisition of pest operator PT
Reliance enables us to leverage its
Termite capabilities and creates
opportunities for Hygiene cross
selling into their loyal hotel and leisure
customer base, while also building
our position in large cities such as
Jakarta and Surabaya.
Hygiene & Wellbeing continues
to present a growth opportunity
through M&A, focused on
building city density and
supporting specialist extension
areas that we have defined as
part of our growth plans.
• Bolt-ons
• Capability extension
e.g. mould, medical gas
Guided by our strategic priorities and strategic enablers, we have consistently invested both organically,
to support the long-term growth of the business, and through bolt-on acquisitions, to expand our position
in attractive markets globally, supporting long-term value creation and a more efficient organisation.
Allocating capital to inorganic growth alongside operational investment is a key foundation of our growth strategy. It drives organic and
inorganic growth, improves our gross margins and generates strong profits and cash flow.
Our acquisitions programme extends globally and is focused on bolt-on density building in Pest Control and Hygiene & Wellbeing and
expanding in Cities of the Future. In 2025 we have spent $115m successfully acquiring 36 businesses, representing revenues of $63m in the
year prior to acquisition.
Pest Control bolt-on
density building
Cities of the Future
Hygiene & Wellbeing
Rentokil Initial plc
Annual Report 2025
21
Strategic Report
Other Information
Financial Statements
Corporate Governance
Key Performance Indicators
Monitoring our progress
The Group monitors several key metrics to track the financial and non-financial performance of the business.
These measures were selected because we believe they provide additional useful information on underlying
trends. All figures provided for 2023 onwards include the performance of Terminix, and unless otherwise
stated, all figures for 2024 onwards exclude the performance of France Workwear.
Colleagues
Ensuring everyone goes home safely
Employer of Choice
Link to strategy
• As a service organisation, our people make our Company what
it is. Our priority is ensuring every colleague goes home safely.
• Health and safety is the first agenda item in senior management
meetings (including Executive Leadership Team and Board).
Link to remuneration
• Both LTA and WDL rates are part of the personal objectives
of the Chief Executive and have an impact on the level of annual
bonus achieved.
Commentary on performance
• In 2025, we continued to improve our high level of colleague
safety, setting performance records for both LTA and WDL.
• In 2025, our LTA rate improved by 3.4% to 0.28 (2024: 0.29).
• WDL also improved, by 9.6%, reducing WDL to 5.65.
• There were no work-related colleague fatalities in 2025
(2024: one fatality).
Lost Time Accident (LTA) rate
Total colleague retention
Link to strategy
• By retaining our people, we also retain and build deeper relationships
with our customers, which underpins our organic growth.
• Retaining more colleagues reduces the cost of recruitment, as well
as driving productivity improvement and allowing new recruits the time
to be trained and gain experience.
• We invest in training and development to ensure that our colleagues’
expertise is unrivalled.
• We recruit, appoint and promote on merit and, where possible,
from within the organisation.
Link to remuneration
• Colleague retention is a Performance Share Plan (PSP) performance
measure and is included in annual bonus personal objectives.
Commentary on performance
• Colleague retention improved by 1.1 percentage point to 87.4%.
Total colleague retention in North America increased 2.8 percentage
points to 82.2% (2024: 79.4%), while in the International business
colleague retention was stable year-on-year at over 90%.
• Sales colleague retention increased to 82.1% up 0.7 percentage
points on 2024 (81.4%).
• Service colleague retention was up year-on-year, rising by
1.5 percentage points to 87.0% (2024: 85.5%), driven by a strong
performance in North America, up 3.9 percentage points.
0.28
+3.4%
improvement
o
n 2024
2025
0.28
2024
0.
29
2023
0.31
2022
0.39
2021
0.38
87.4
%
+1.1 percentage
points
2025
87.4
2024
86.3
2023
84.2
2022
79.5
2021
84.4
Sales colleague retention
82.1
%
+0.7 percentage
points
2025
82.1
2024
81.4
2023
77.4
2022
76.3
2021
82.9
Colleague retention is defined as total colleagues retained in-year as a percentage of
average headcount throughout the year. Colleague retention is measured on a rolling
12-month basis.
Service colleague retention
87.0
%
+1.5 percentage
points
2025
87.0
2024
85.5
2023
83.3
2022
77.6
2021
82.4
LTA rate defined as number of Lost Time Accidents per 100,000 standard working hours.
WDL rate defined as number of Working Days Lost as a result of LTAs per 100,000 standard
working hours.
These measures are shown including the performance of France Workwear.
Working Days Lost (WDL) rate
5.65
+9.6
% improvement
o
n 2024
2025
5.65
2024
6.25
2023
7.05
2022
7.90
2021
8.71
Find out more
Responsible Business, pages 50 and 51
22
Rentokil Initial plc
Annual Report 2025
Delivering outstanding customer service
Link to strategy
• We are passionate about delivering excellent service to our customers
and keeping our promises to them.
• Excellent service helps us retain customers and build deeper
relationships with them.
Commentary on performance
• State of Service performance remained high, up 0.1 percentage points
to 98.4% (2024: 98.3%).
• Our North America region delivered an excellent 99.0% State of
Service, up 0.5 percentage points on 2024. The International region
was stable on 2024, at 98.3%.
Link to strategy
• Customer retention is crucial to our long-term success.
• Benefits include: increased purchasing and cross-selling, lower
terminations, greater willingness to accept price increases, positive
customer recommendations and a strengthened unique selling point.
Commentary on performance
• Overall customer retention was up 0.5 percentage points at 82.6%.
• In North America, customer retention rates improved by 0.4 percentage
points to 80.5% and our International region delivered a 0.6 percentage
point increase to 85.7%.
• More than 5.7 million post-service customer surveys were undertaken
during the year with an average score in excess of 4.9 out of 5.
• Customer reviews of our UK Pest businesses on Trustpilot.com
remained at ‘world-class’ levels, with 90% five-star reviews from more
than 10,900 customers.
Defined as total number of service visits performed as a percentage of total number
of visits due.
Defined as total portfolio value of customers retained as a percentage of opening portfolio.
State of Service
Customer retention
Customers
Retaining our customers
98.4
%
+0.1 percentage
points
2025
98.4
2024
98.3
2023
97.8
2022
95.9
2021
92.9
82.6
%
+0.5 percentage
points
2025
82.6
2024
82.1
2023
82.3
2022
82.4
2021
85.4
Link to strategy
• Our business model depends on servicing the needs of our customers
in line with internal high standards and to levels agreed in contracts.
• Strong performance on CVC is linked to retention and sales of
additional services to customers.
• Measuring customer satisfaction allows us to identify unhappy
customers, reduce customer attrition, and increase revenue, profit
and cash.
Link to remuneration
• Improving CVC is one of the performance conditions of the PSP,
which covers over 1,300 colleagues across the Group.
Commentary on performance
• Our CVC Net Promoter Score was up at 60.6, an increase of 2.8 points.
• Pest Control remained our highest-rated category, at 61.2, an increase
of 2.2 points on last year.
• Hygiene & Wellbeing scored 57.9 points, up 4.8 points year-on-year.
Net Promoter Score: Measured by the implementation of an average Net Promoter Score
across branches participating in the CVC programme.
CVC score represents the net balance of Promoters (customers who advocate for our service)
minus Detractors (those unhappy with our service), expressed as a numerical value.
Net Promoter Scores range from -100 to +100; according to the Bain & Company NPS
principles, a score above 0 is classed as ‘Good,’ and a score between 50-80 is ‘Excellent,’
indicating strong customer loyalty.
CVC scores are based on both telephone and digital survey channels. Global and regional
scores have been weighted based on the portfolio value of the market.
Net Promoter Score – Customer Voice Counts (CVC)
Keeping promises to customers
60.6
+2.8 points
2025
60.6
2024
57.8
2023
50.8
2022
50.9
2021
52.1
Find out more
Customer service and retention, page 52
Rentokil Initial plc
Annual Report 2025
23
Strategic Report
Other Information
Financial Statements
Corporate Governance
Key Performance Indicators
continued
Shareholders
Cash Conversion
Adjusted Operating Profit Growth (at AER)
Revenue growth (at CER)
Adjusted Free Cash Flow Conversion (at AER)
Adjusted Operating Profit Growth (at CER)
4.4
%
2025
4.4
2024
3.6
2023
44.7
2022
25.6
2021
5.5
300.7
%
2025
300.7
2024
214.7
2023
193.2
2022
258.6
2021
214.1
6.2
%
2025
6.2
2024
(5.3)
2023
57.1
2022
29.4
2021
15.0
3.8
%
2025
3.8
2024
3.8
2023
45.8
2022
19.4
2021
9.5
97.6
%
2025
97.6
2024
81.2
2023
89.7
2022
91.8
2021
108.3
5.4
%
2025
5.4
2024
(4.9)
2023
57.0
2022
23.3
2021
19.6
Achieving greater profitability
Delivering sustainable Free Cash Flow
Driving higher revenue
Link to strategy
• We aim to drive shareholder value through higher revenues from our
Pest Control and Hygiene & Wellbeing businesses, supported by M&A
investment. Our objective is to deliver sustainable profit growth by
growing Group revenues.
• We are a highly cash-generative business and, after dividend and
interest payments have been made, we reinvest our cash into the
business for future growth through people, technology and M&A.
Link to remuneration
• Revenue, Profit and Organic Growth targets are one of the Company’s
performance elements of the annual bonus, which covers the
Executive Directors and managers across the Group, and they have
an impact on the level of annual bonus achieved.
• Free Cash Flow is also a target for the annual bonus, which covers
the Executive Directors and managers across the Group.
Commentary on performance
• Revenue at AER was up 4.4% to $6,908m and at CER was up 3.8%.
– Organic Revenue Growth of 2.6% reflects a strong performance in
the second half, with Organic Revenue Growth of 3.5% compared
to 1.6% in the first half.
– In North America, Revenue grew by 3.2% with growth of 3.1% in Pest
Control. Organic Revenue Growth in North America was 2.3% with
an improving performance through the year driven by our strategic
growth initiatives.
– Our International business delivered 4.8% Revenue growth,
reflecting good volumes and a strong demand and pricing
environment across the UK, Southern European markets and the
faster growing economies of Indonesia and India. Organic Revenue
Growth was up 3.0%.
– Pest Control Organic Revenue Growth was 2.6% and Hygiene &
Wellbeing was 2.3%.
• Adjusted Operating Profit at AER was up 6.2% and at CER was up 5.4%
with Adjusted Operating Profit margin of 15.5%, an increase of 0.3%pts.
– In North America Adjusted Operating Profit increased by 5.1%
and Adjusted Operating Profit margin increased 0.3%pts to 17.4%
reflecting some early benefit from cost efficiency initiatives.
– In International, Adjusted Operating Profit increased by 5.7% and
Adjusted Operating Profit margin increased 0.3%pts to 19.8%.
– Adjusted Operating Profit margin was 18.3% in Pest Control and
18.6% in Hygiene & Wellbeing.
• The cash conversion metric reflects statutory ‘net cash flow from
operating activities’ expressed as a percentage of ‘profit after tax’
as a measure of overall conversion of profits into cash.
• Adjusted Free Cash Flow Conversion at AER was 97.6%, ahead of our
target at the start of the year due to real estate sales and some one-off
benefits within the overall working capital improvement.
– Free Cash Flow of $615m was up 24.5% ($121m) on FY24,
predominantly due to an improved performance in trading and
working capital.
Revenue growth (at AER)
Find out more
Financial Review, pages 38 to 41
24
Rentokil Initial plc
Annual Report 2025
Responsible business
(21.8)
%
2025
(21.8)
2024
(17.9)
2023
(15.3)
2022
(12.1)
2021
(9.8)
381,219
tCO
2
e
2025
381,219
2024
385,175
2023
383,098
2022
270,023
2021
232,219
1,272,374
MWh
2025
1,272,374
2024
1,282,571
2023
1,275,106
1,479
2025
1,479
2024
1,018
2023
666
2022
330
2021
195
ULEVs
2,141
2025
2,141
2024
1,718
2023
1,630
2022
1,334
2021
728
Hybrid vehicles
Commentary on performance
• By the end of 2025, we successfully achieved our target of a
20% reduction in emissions intensity against a 2019 baseline,
reducing our emissions intensity by 21.8%.
• This milestone reflects the progress of our ongoing group-wide
actions to embed more sustainable practices into all our operations.
Commentary on performance
• On an absolute basis, emissions reduced by 1% year-on-year.
• In 2025, our total energy and fuel-related emissions remained broadly
consistent with prior years, despite continued acquisitions and organic
growth. This reflects the effectiveness of our Environmental Plan and
demonstrates our ability to deliver sustainable growth in line with our
purpose of Protecting the Planet, while continuing to create value.
• See page 57 for further details on our roll out of lower emission
vehicles and our use of renewable energy.
Commentary on performance
• In 2025, global energy consumption was 1,272,374 MWh, broadly in
line with prior year. Our strategy to reduce emissions from purchased
electricity focuses on transitioning our owned buildings to renewable
energy and renewable tariffs.
• Despite cost and availability constraints in some markets, 2025 saw
further progress with an additional four countries implementing new
renewable electricity contracts.
Commentary on performance
• We continue to move towards a more sustainable fleet.
• Our Lower Emission Vehicle fleet of 3,620 vehicles now represents
9.5% of our global fleet.
• In the UK and Europe, we now have 1,053 Ultra-Low Emission Vehicles
(ULEVs), or 12.5% of fleet, surpassing the 2025 target of 10%.
Emissions intensity
Absolute values of energy and fuel-derived emissions
Group global energy consumption
Lower emission vehicles
Find out more
Responsible Business, pages 56 and 57
Find out more,
page 56
Find out more,
page 64
Find out more,
page 57
These measures are shown excluding the performance of France Workwear.
Rentokil Initial plc
Annual Report 2025
25
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Businesses
Our strategic focus for Pest Control is to accelerate
profitable growth in North America, pursue value-added
M&A in attractive markets and increase momentum
across our International businesses.
What we do
in North America. Our core business is identifying, treating and
preventing pests to protect the safety and hygiene of our customers’
premises.
Our pest control specialists, operating primarily under the Rentokil
brand and under the Terminix brand in North America, protect people,
homes and businesses through pest management solutions across our
Commercial, Residential and Termite markets.
We are an innovation leader in pest control, developing proprietary,
connected, digitally enabled and energy‑efficient services and,
wherever possible, using non‑toxic, sustainable products. By combining
preventative and responsive strategies, we provide holistic, integrated
and connected pest management programmes that strengthen
Where we operate
Our Pest Control business operates across two regions – North America
and International – with operations spanning 89 countries and 98 of the
world’s 100 largest cities by GDP. We serve three distinct customer
segments across a broad range of industries, spanning food and
beverage processing and outlets, leisure and retail, hospitality, facilities
management, offices and administrative services, logistics and
warehousing, and homes.
Our revenue model
As an essential service, Pest Control operates a subscription‑based
model with a high level of recurring contracted revenue, as customers
seek to protect their people, businesses and properties. Contracts are
in place across the vast majority of Commercial customers, as well as a
significant proportion of residential and termite customers. Commercial
customers mainly contract on an annual basis, with PestConnect
customers generally contracting on a three‑year basis.
A key measure of success and how we drive value is our ability to
increase the annual value of our contract portfolio. We increase the
value of the portfolio through winning new business, retaining existing
customers and increasing pricing.
How we do it
1. Pest risk assessment
Hassle‑free pest survey and
consultation
• Scheduled pest inspection at
a time of your convenience
• On‑site pest risk review and
consultancy
• No‑obligation quote and
recommendations
2. Pest treatment
Comprehensive pest treatment
programme tailored to your needs
• Certified, local pest control experts
• Environmentally sensitive approach
• Industry‑specific legislation
expertise supporting audit
compliance
3. Pest protection (aftercare)
Providing a clean, safe
environment and treatment
• Integrated pest management
(IPM) solutions
• Detailed post‑service
recommendations
• Pest prevention aftercare
and advice
Our performance
2025
$m
2024
$m
Change
(reported)
%
Change
(constant
currency)
%
Organic
Growth
Revenue
5,703
5,481
4.1%
3.7%
2.6%
Operating Profit
635
715
(11.2)%
(12.1)%
Adjusted Operating Profit
1,043
987
5.7%
4.9%
Adjusted Operating Margin
18.3%
18.0% 0.3%pts 0.2%pts
Organic Growth
Q1
Q2
Q3
Q4
Full Year
Pest Control
1.7%
1.9%
3.4%
3.4%
2.6%
Pest Control Revenue increased by 4.1% to $5,703m (FY24: $5,481m)
and by 3.7% at constant currency. Organic Revenue Growth was 2.6%.
Within the North America business, good revenue growth of 3.1%
included 2.1% in Pest Control Services and 8.7% in Business Services
supported by a robust pricing environment and a particularly strong
performance from Target Specialty Products in Business Services.
Organic Revenue Growth was 2.2%, with 1.1% in Pest Control Services
and 8.9% in Business Services.
Within the International business, good revenue growth of 5.4% was
driven principally by strong performances in Europe, the UK and Asia &
MENAT, benefiting from favourable economic trends, the roll‑out of
digital solutions, resilient pricing and strong sales leadership. Organic
Revenue Growth was 3.7%.
Adjusted Operating Profit increased by 5.7% to $1,043m (FY24: $987m)
and by 4.9% at constant currency, with Adjusted Operating Profit Margin
increasing to 18.3% (FY24: 18.0%). Statutory Operating Profit decreased
by 11.2% to $635m (FY24: $715m).
Pest Control represented 83% of Group Revenue and 82% of Group
Adjusted Operating Profit.
We acquired 31 Pest Control businesses in the period, with revenues
in the year prior to acquisition of c.$55m.
Pest Control
31
Companies acquired
in 2025
$55m
Revenues in year prior
to acquisition
26
Rentokil Initial plc
Annual Report 2025
Macro trends underpinning our growth
Pest control is a largely non‑discretionary, essential service that
protects public health, and the global market is evolving rapidly
due to a range of interconnected factors. Our services and markets
have attractive growth prospects underpinned by positive macro
trends, from climate change and increasing urbanisation to stricter
regulations and technological advances. These trends, together with
our ability to drive efficiency, innovation and digital solutions across
our pest control portfolio, have helped maintain Rentokil’s strong
global market position in this growing market.
Market opportunity
The global pest control market is a strong, growing and attractive,
largely non‑cyclical market, underpinned by long‑term structural
growth drivers. According to latest industry reports
1
, over the past
ten years the global pest control market has grown from a value of
$15.4bn in 2015 to $29.0bn in 2025 at a CAGR of 6.6%. Industry
forecasts
1
for the next ten years deliver a CAGR of 6.2% – with the
value of the global market expected to reach in excess of $50bn
by 2035.
Within the North American market, the largest market for pest control,
M&A activity continues, but it still remains a highly fragmented market
with further opportunity for consolidation. The top 100 pest control
operators comprise 85% of the market, with the remaining share
coming from 17,000 local operators.
68%
of the population will
live in cities by 2050
Global pest control market forecast
1
to 2035 ($bn)
Global pest control market
1
(2025) by region and customer segment
$29.0bn
Commercial
50%
Residential
33%
Termites
17%
North America
International
Market drivers
A
Increased urbanisation
Rising urban populations and migration to warmer climates
are creating favourable conditions for pests, increasing
global demand for pest control services. By 2050,
68% of the world’s population is expected to live in cities.
Rapid urbanisation and the need to expand food supply
chains are driving higher pest prevalence, particularly
in dense urban areas.
A
Climate change
Changing weather patterns are further supporting pest
growth. More frequent extreme weather events such as
storms and flooding introduce new pest challenges, while
climate change also affects pest behaviour, distribution,
lifecycles and resistance to pesticides.
A
Growing impact of technological advancements
Digital technologies – including remote monitoring,
connected cameras, drones, apps and AI – are improving
the efficiency and effectiveness of pest control. These tools
enable continuous monitoring, early detection and optimised
treatment.
AI in particular is set to transform the pest control industry
through more accurate pest identification, predictive
analytics for infestation risks, and the development of
autonomous pest control devices, benefiting both customers
and scalable operators.
A
Growing awareness of pest-borne diseases
Increasing concern about diseases transmitted by pests is
a major driver of demand across residential and commercial
markets. About half of the world’s population is now at risk
of dengue, with an estimated 100–400 million infections
occurring each year.
A
Regulation and sustainability
Many commercial customers face stringent regulatory
requirements around pest control and audit reporting,
while the industry is subject to evolving chemical
regulations. At the same time, demand for sustainable
solutions is accelerating innovation in integrated pest
management, with greater emphasis on prevention,
early detection and environmentally friendly alternatives
to traditional chemical treatments.
1.
Market data sources: Allied Markets (Global), The Strategic Analysis
of the US Structural Pest Control Industry, Speciality Consultants LLC,
QuinceMarket Insights and Company internal revenue data.
$14.2bn
(49%)
$14.8bn
(51%)
2025
2029
2027
2031
2034
2026
2030
2033
2028
2032
2035
0
2
0
4
0
60
1
0
3
0
5
0
c.6.2%
Total market CAGR to 2035
Rentokil Initial plc
Annual Report 2025
27
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Businesses:
Pest Control
continued
This year we adjusted our marketing to prioritise organic lead
generation, shifting focus from paid digital media to channels
that drive greater awareness, reach and incremental lead flow.
This shift towards a higher contribution from organic leads also
supports more efficient marketing spend, reducing our overall
cost per lead.
We have supported our regional brands by updating around 800
webpages, providing detailed and useful information for customers,
and optimised for AI.
Across our major brands we have launched over 400 new
branch, metro and state pages to drive up local performance
and conversion. These initiatives are already delivering results
– e.g. in Q4 we measured a five‑fold increase in the number
of times Terminix appeared in ‘exterminator near me’ searches
and a doubling for ‘pest control near me’.
MARKETING
AND BRAND
DRIVING
ORGANIC
LEADS
SPOTLIGHT ON:
NEW CUSTOMERS
Watch the latest
Terminix adverts on our
YouTube channel
28
Rentokil Initial plc
Annual Report 2025
Rentokil’s PestConnect Optix cameras won the Innovation of the
Year award at the UK’s National Pest Awards 2025.
The category recognises the vital role that innovation plays in the
pest control sector. Entries had to demonstrate a unique and novel
method of dealing with a challenging pest, a new business idea
or business development concept. The winning entry was for
Rentokil’s innovative SMART Pest Control solutions, specifically
the PestConnect Optix cameras, which use AI‑powered connected
camera devices to provide 24/7 pest monitoring and management
for real‑time pest detection and identification.
AWARD-WINNING
OPTIX INNOVATION
SPOTLIGHT ON:
INNOVATION
Innovation is a core driver of performance
Innovation is core to how we operate, and it begins and ends with
serving our customers in the most efficient and environmentally
responsible way. We focus on finding better ways to solve existing
problems while also anticipating and addressing emerging challenges
and as yet unknown issues. We are proud of our industry‑leading track
record in delivering best‑in‑class, differentiated innovation.
Our organisation is built on a strong foundation of innovation,
underpinned by ongoing reinvestment in product and solution design,
development and rigorous testing to fuel our innovation pipeline and
future growth. Our differentiated solutions provide customers with more
efficient products and services, while ensuring our operations remain as
sustainable as possible. We are also integrating AI to enhance service
delivery and further improve efficiency.
Innovation as a growth enabler and differentiator
Our innovative services enable us to tap into new market segments,
drive global organic growth, and differentiate ourselves by offering
unique solutions that competitors cannot easily replicate.
For example, our Lumnia LED Insect Light Traps offer an eco‑friendly
and efficient fly control solution, reducing energy costs by 79%, cutting
carbon emissions by 62% and providing 80% greater fly control coverage
than traditional fluorescent tube products. We have developed a
complete range of products – from Slim to Suspended – ensuring that
every business, irrespective of its sector or scale, has the ideal protection.
Innovation drives margin accretion
Adopting innovative processes and technologies drives profitable
growth by lowering service costs, reducing consumable usage, and
leveraging data to enhance efficiency. This approach also allows us
to pursue longer‑term customer contracts. Our innovations improve
customer conversion, retention and service efficiency, facilitating
sustained growth and margin accretion over time in mature markets
while positioning us as leaders in emerging countries, especially in
commercial sectors.
Innovation serves as a powerful sales tool, enhancing operational
efficiency and margin growth. We are leaders in our industry when it
comes to digital technologies and are committed to further building
this competitive advantage. Our smart technology is enhancing remote
monitoring solutions and increasing data transparency. For example,
PestConnect provides a real‑time early‑warning digital system for
monitoring and controlling rodents and protecting businesses, while
delivering a reduction in rodenticide use of up to 60%.
Our scale advantage
Our scale allows us to rapidly introduce new products and services
into both new and existing markets, helping us stay ahead of the
competition. It enables us to test and refine products or solutions
in a single market, ensuring optimal performance before launching a
measured rollout across our cities, markets and regions. This strategic
rollout paves the way for future organic growth, supported by a robust
pipeline of new projects.
Our innovation strategy
We have built a long‑term track record of delivering market‑ready
innovation in Pest Control. We continue to advance pest control
technologies and solutions through our four global innovation
centres and our team of scientists, engineers and technicians.
Our industry‑leading R&D capabilities provide a differentiated
platform to develop enhanced solutions across three time horizons:
short, medium and long term.
Our innovation strategy is currently focused on two key areas:
maximising the impact of existing innovations and driving
margin‑accretive growth through new solutions.
We maintain a strong pipeline of potential projects for commercial
launch, enabling us to meet industry regulations, satisfy evolving
customer needs and improve efficiency.
We are well positioned to sustain our leadership in commercial sectors,
supported by increased focus and investment in residential pest control
in North America.
Our four Pest Control innovation centres:
The Power Centre, UK:
Our global R&D hub for pest control, focusing
on early innovation, regulatory analysis, microbiology advancements,
and training in pest control solutions.
The Technology Centre, UK:
Specialises in hardware product
development, validation and regulatory excellence.
Rentokil Initial Supplies, UK:
Dedicated to the research, development,
and delivery of more sustainable consumable products, along with
achieving industry‑leading accreditations.
Rentokil Terminix Innovation Centre, Dallas, Texas:
Opened in 2024,
this centre focuses on developing new technologies and products for
residential, vector and termite pest control. Its mission is to significantly
enhance Rentokil Terminix’s competitive advantage, particularly in
termite and mosquito pest control.
Discover the process behind
PestConnect Optix
Watch the video
Rentokil Initial plc
Annual Report 2025
29
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Businesses:
Pest Control
continued
PRODUCT
DEVELOPMENT
TO
MEET EVOLVING
CUSTOMER NEEDS
Our core suite of pest prevention and control
solutions has been developed in a customer‑centric
way and we continuously innovate with each new
launch, responding to evolving customer needs while
anticipating emerging challenges and risks.
Rentokil’s fly control solutions include the new EcoCatch product,
a sustainable, reusable, outdoor, power‑free fly trap, designed for
commercial sites such as hospitality, food retail and leisure areas.
The trap is a visually aesthetic fly control solution that uses
attractants to lure flies, and hides the flies captured in a more
appealing container. It can catch 60% more flies in 24 hours than
a traditional fly catch device (in controlled laboratory conditions).
Over 30% of the non‑toxic, reusable trap unit is made from
recycled plastics.
Rentokil’s innovative RADAR unit is a proprietary bait‑free
mouse control device. It is a sealed CO₂ trap used mainly
in high risk or sensitive environments, such as food or
pharmaceutical sites, where rodenticide bait cannot
be used.
The RADAR family was expanded with the RADAR
Connect model and has recently been upgraded to
RADAR X, launched in 2024, with a dual catch chamber.
RADAR X growth has been strong, with units now live in
multiple countries.
These devices link into the PestConnect system and the
myRentokil reporting portal – the secure online customer
portal providing a dashboard for all pest control activity.
24/7 remote monitoring is provided by our Command
Centre, sending instant alerts to technicians and online
reporting of rodent activity.
ECOCATCH:
EFFECTIVE
AND
REUSABLE
RADAR & RADAR X:
SAFE, SUSTAINABLE
RODENT CONTROL
INITIAL
LAUNCH
2024
INITIAL
LAUNCH
2007
SPOTLIGHT ON:
INNOVATION
30
Rentokil Initial plc
Annual Report 2025
PESTCONNECT OPTIX:
AI-DRIVEN, DATA-
POWERED
SOLUTIONS
In operation since 2014, PestConnect is Rentokil’s digital pest
control system, using a network of connected devices (such as
smart traps and monitors) to detect, capture and eliminate pests
while transmitting data in real time. We have 600,000 devices
installed, with c.100,000 added in 2025.
The next‑generation PestConnect Optix, launched in 2024,
is Rentokil’s AI‑enabled environmental camera system within
the PestConnect service. It uses smart imaging devices and
machine learning algorithms to continuously scan for rodents in
difficult to access areas, automatically identifying rodent activity
and filtering out non‑target images so technicians receive rapid,
relevant alerts and can respond quickly to potential infestations.
Can AI revolutionise your pest control
for unprecedented peace of mind? It
certainly can!
Find out more
Lumnia is Rentokil’s family of patented LED insect light traps for
flying insect control. First launched in 2017 with Lumnia Standard,
the range has been expanded to meet the needs of different
customers with Lumnia Slim/Compact, Lumnia Ultimate and most
recently Lumnia Suspended units, launched in 2021.
These professional UV LED fly killers are designed for different
risk areas, from customer‑facing spaces to high‑dependency
food preparation zones, offering lower energy use and faster
catch rates than traditional fluorescent tube products.
LUMNIA:
HIGHLY
EFFECTIVE,
REUSABLE
LOW-ENERGY
FLY
CONTROL
c.4,000
AI cameras are live in customers’
premises
4.1m
Images automatically
processed in 2025
INITIAL
LAUNCH
2017
INITIAL
LAUNCH
2024
Rentokil Initial plc
Annual Report 2025
31
Strategic Report
Other Information
Financial Statements
Corporate Governance
Hygiene & Wellbeing
Our strategy for Hygiene & Wellbeing is to deliver
sustained revenue and margin growth by sharpening
operational and sales execution, increasing footprint
and density and pursuing M&A to build and support
specialist service extensions.
What we do
a strong global position in core washroom hygiene services. We provide
industry‑leading solutions for hand, air and in‑cubicle hygiene, and the
hygienic collection and disposal of washroom waste, as well as the
installation and servicing of washroom products. We are increasing
our focus on washroom dignity and services for an ageing population.
Building on our core Washroom Hygiene business expertise, we also
deliver Premises Hygiene and enhance occupant experience through
our Enhanced Environments business. Beyond customer premises,
our specialist hygiene operations provide clinical waste management,
dental hygiene and cleanroom services. Together, our portfolio
helps organisations manage hygiene risk, create healthier working
environments and public spaces, and make workplaces better and
safer for colleagues and visitors. This focus on health and wellbeing
translates directly to real cost savings and increased productivity for
Where we operate
Initial Hygiene operates across 74 markets in our International region,
and our Ambius planting and scenting business operates in markets
across North America and International. We support customers in key
sectors: government, health, personal and professional services, leisure
and hospitality, retail and manufacturing. Most customers contract with
us on an annual basis, and our larger global customers are supported
by a dedicated Global Account Manager.
Leveraging our leadership in Pest Control
The Hygiene & Wellbeing business continues to focus on operational
excellence, product development, disciplined sales activity and dedicated
Hygiene digital marketing. It leverages the same operating infrastructure
as Pest Control, which enables the Group to deliver cost synergy benefits.
As well as the shared operational and functional infrastructure, it benefits
from common efficiency opportunities, including deploying the same
technologies, aggregating procurement and frequently cross‑selling
services across the combined customer base.
Our performance
2025
$m
2024
$m
Change
(reported)
%
Change
(constant
currency)
%
Organic
Growth
Revenue
1,205
1,136
6.1%
4.3%
2.3%
Operating Profit
230
196
17.3%
15.9%
Adjusted Operating Profit
224
205
9.3%
7.8%
Adjusted Operating Margin
18.6%
18.0% 0.6%pts 0.6%pts
Organic Growth
Q1
Q2
Q3
Q4
Full Year
Hygiene & Wellbeing
1.6%
0.2%
3.2%
3.9%
2.3%
Hygiene & Wellbeing Revenue increased by 6.1% to $1,205m (FY24:
$1,136m) and by 4.3% at constant currency. Organic Revenue Growth
was 2.3%. Growth was driven principally by key markets in Europe,
UK & Sub‑Saharan Africa.
Adjusted Operating Profit increased by 9.3% to $224m (FY24: $205m)
and by 7.8% at constant currency with Asia & MENAT and UK &
Sub‑Saharan Africa growing profits ahead of revenue. Adjusted
Operating Margin increased to 18.6% (FY24: 18.0%). The profit
performance reflected the benefit of pricing and productivity initiatives,
alongside continued cost discipline, which more than offset inflationary
pressures. Statutory Operating Profit increased by 17.3% to $230m
(FY24: $196m).
For FY25, Hygiene & Wellbeing represented 17% of Group Revenue
and 18% of Group Adjusted Operating Profit.
We acquired 5 Hygiene & Wellbeing businesses in the period with
revenues of c.$8m in the year prior to acquisition.
5
Companies
acquired in 2025
$8m
Revenues in year prior
to acquisition
Our Businesses:
Hygiene & Wellbeing
continued
How we do it
1. Hygiene assessment
Hassle‑free hygiene survey and
consultation
• Prompt response from local expert
hygiene surveyors
• On‑site hygiene risk review and
consultancy
• Detailed inspection against health
and safety guidelines, focusing on
your business’s hygiene needs
2. Tailored solutions
Customised hygiene solutions
for your business
• Hygiene solutions tailored to
your unique business needs
• Award‑winning products
compliant with hygiene and
environmental regulations
• Quick and discreet installation,
ensuring minimal disruption to
your business operations
3. Maintenance and aftercare
Ongoing support of hygiene
excellence
• Dedicated manager for global
customers providing regular
support and query resolution
• Regularly scheduled account
reviews and on‑site hygiene audits
• Access to technologies and
innovations for continuous
improvement in hygiene standards
32
Rentokil Initial plc
Annual Report 2025
CHAMPIONING
WASHROOM DIGNITY
AMBIUS
WINS BIG
Access to suitable washrooms is vital for everyone, particularly
those with medical conditions requiring urgent or frequent use.
Initial Hygiene champions ‘washroom dignity’ to create hygienic,
comfortable and inclusive spaces.
Men’s facilities have historically been neglected, with our
research
1
showing that over half of men avoid public washrooms
due to bad odours (56%) or uncleanliness (60%).
While investment in basic hygiene such as odour control
and hand‑washing facilities is improving, the most significant
shift is our ‘Stalls For All’ project. This initiative advocates for
mandatory sanitary waste bins in all washrooms – male, female
and gender‑neutral. To further support a dignified experience,
we have also launched in‑cubicle dispensers for male
incontinence products.
1.
Research conducted by Opinium on behalf of Initial Washroom
Hygiene. 17–20 January 2023. 1,000 male UK adults.
Ambius secured 20 honours – 17 design awards and three
technician awards – at the 2025 International Plantscape Awards.
These awards recognise outstanding achievements in interior
and exterior plantscaping, honouring companies that push the
boundaries of creativity, sustainability and functionality.
“At Ambius, every project is unique and crafted to transform
spaces into environments that inspire connection, foster
wellbeing and celebrate the beauty of nature,” said Lorri
MacHarg, President of Ambius. “These 20 awards celebrate our
team’s creativity and dedication to making the world healthier
and greener, one space at a time.”
SPOTLIGHT ON:
OPERATIONAL INNOVATION
SPOTLIGHT ON:
OPERATIONAL EXCELLENCE
Macro trends supporting growth
Our Hygiene & Wellbeing business operates in an attractive
market with strong structural growth opportunities. Demand is
underpinned by rising expectations of hygiene in workplaces
and public spaces, supported by drivers including: essential
non‑discretionary services; tighter and more complex regulation;
rapid urbanisation and denser city living; and heightened public
expectations around health, safety, and cleanliness following
recent global health crises. Together, these trends are driving
sustained customer demand for partners that can support higher
standards of protection, compliance and brand reputation.
Market opportunity
The global washroom services market is broad and fragmented,
making precise sizing difficult. However, we estimate the core
washroom market will grow at a CAGR of c.4% to 2030. As the
market is expected to exceed GDP growth, the business is well
positioned for long‑term sustained performance.
4%
Global washroom
market CAGR to 2030
Market drivers
A
Heightened focus on hygiene and sanitation
The global pandemic has permanently increased hygiene
awareness, supporting sustained demand across hygiene
products and services. Growth opportunities are also
emerging in hygiene and wellbeing solutions that enhance
the user experience, which is driving demand for services
that create healthier, more pleasant spaces and
wellness‑enabled buildings.
A
Environmental and legislative factors
Sustainability legislation is increasing alongside customer
demand for more sustainable hygiene solutions.
Governments worldwide are tightening hygiene and
sanitation regulations, raising compliance requirements.
A
Social and demographic changes
Urbanisation continues rapidly, with 68% of the global
population expected to live in cities by 2050, largely in
developing regions. Rising middle‑class populations and
the millennial generation’s focus on health and wellbeing
are driving higher expectations for hygiene, living
standards and health as disposable incomes grow.
A
Ageing population
By 2030, one in six people will be aged 60 or over,
increasing demand for accessible washrooms and
infection‑prevention solutions. The ageing population
is a significant demographic trend with long‑term
implications for the hygiene industry.
Rentokil Initial plc
Annual Report 2025
33
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Regions
2025
$m
2024
$m
Change
(reported)
%
Change
(constant
currency)
%
Organic
Growth
Revenue
4,294
4,164
3.1%
3.2%
2.3%
Pest Control
4,148
4,026
3.0%
3.1%
2.2%
Pest Control Services
3,501
3,430
2.1%
2.1%
1.1%
Business Services
647
596
8.6%
8.7%
8.9%
Hygiene & Wellbeing
146
138
5.8%
6.0%
4.0%
Operating Profit
413
534
(22.7)%
(22.6)%
Adjusted Operating Profit
749
713
5.0%
5.1%
Adjusted Operating Margin
17.4%
17.1% 0.3%pts 0.4%pts
Organic Growth
Q1
Q2
Q3
Q4
Full Year
North America
0.7%
1.4%
3.4%
3.6%
2.3%
North America
Pest Control Services
‑0.2%
0.3%
1.8%
2.6%
1.1%
North America
Business Services
5.6%
9.2%
11.9%
7.8%
8.9%
Overview
Our North America region delivered 62% of Group Revenue in 2025,
with 82% generated from the Pest Control Services business,15% from
Business Service operations, and 3% from the Hygiene & Wellbeing
business.
North America benefits from strong underlying fundamentals, including
improving colleague retention, good progress on customer satisfaction,
and a portfolio of powerful national, regional and specialist brands.
North America is the world’s largest pest control market, valued at $14.2bn
in 2025, and is expected to grow by a CAGR of c.6% to 2035. Growth
is driven by strong commercial demand and the essential nature of pest
control services in supporting customers’ ‘licence to operate’. The market
is broadly segmented into three areas, with Residential accounting for
c.43% of the total market value, followed by Commercial at c.37% and the
remainder is Termite. Rentokil Terminix is the largest pest control provider
in the region. Our Pest Control business has c.67% of regional revenue
generated by our contract portfolio with the remaining 33% coming from
one‑time revenue ‑ job work and also the sale of goods primarily through
our product distribution business.
Within Pest Control, our Business Services
are high‑quality,
well‑managed businesses. Each benefits from deep specialist expertise
within its respective market, including: VDCI for public sector mosquito
vector control, SOLitude for lake management, Steritech for food
hygiene and brand standards auditing, and Target, which is our
Pest Control and Turf & Ornamental Products distribution business.
Performance
Full year Revenue was up 3.1% to $4,294m and by 3.2% at constant
currency. Organic Revenue was up 2.3%. Performance improved in
the second half, with H2 Organic Revenue Growth of 3.5% (H1: 1.1%).
A robust pricing environment supported strong price realisation, with the
measures implemented to drive up customer retention and increase new
business contributing to an easing of volume reductions through the year.
North America Pest Control Services delivered an encouraging
quarterly sequential improvement in Organic Revenue Growth including
2.6% in Q4.
North America Business Services continued to see positive momentum
through the year with H2 revenues of $341m (H1: $306m). Organic
Revenue Growth in H2 was 9.8% (H1: 7.8%). Our distribution business
delivered double‑digit Organic Revenue Growth in the year, and Q4
was boosted by a good performance from our lake management
business.
Adjusted Operating Profit increased by 5.1% to $749m. Adjusted
Operating Profit margin was 17.4%, up 0.4%pts on the prior year, reflecting
some early benefit from the business simplification and cost efficiency
programme. Statutory Operating Profit was $413m (FY24: $534m).
Colleague retention increased to 82.2% (FY24: 79.4%) and customer
retention improved to 80.5% (FY24: 80.1%).
Bolt‑on M&A activity continued, with 12 acquisitions completed (FY24: 13)
with combined revenues of c.$27m in the year prior to acquisition.
We continue to selectively pursue high quality M&A assets in the
North America region.
Improving profitable growth in North America –
2025 progress
At the beginning of 2025, we set out our evolved strategy to improve
Organic Revenue Growth by strengthening the core performance drivers
of customer retention, colleague retention and growth in lead volumes.
North America
These 2025 activities have delivered encouraging results with
improving growth in leads through the year, with 7.1% growth in the
second half, and growth in the value of our contract portfolio.
Enhanced digital marketing and investment in brand awareness
During the year we refocused our marketing investment towards more
efficient, higher return opportunities with a stronger focus on organic lead
generation and building brand awareness for long‑term brand health.
We have supported growth in leads through search engine optimisation
activity with new digital content, improved local web pages and
awareness campaigns. In total we have launched over 400 new branch,
metro and state pages across our major brands. For Terminix alone, in
Q4, this drove a five‑fold increase in the number of times the brand
appeared in ‘exterminator near me’ searches. We have also evolved
content to maximise AI optimisation driving significant increases in our
brands’ appearances in AI searches.
This activity has all been supported by, and continues to evolve through,
a focus on data‑driven marketing performance and efficiency, and we
can measure its success through a double‑digit reduction in the cost
of each lead and a meaningful shift in the proportion of organic leads.
Elevating our local marketing execution will remain in focus in 2026,
with continued investment in data and insights to better target the
highest value leads with the strongest conversion rates.
Improved customer proximity and local lead generation
In Q4 2024, we started a successful pilot of satellite branches. These are
smaller branches that are fully branded and operational, serving as
localised hubs with active facilities, but have a low cost to operate. These
branches increase local community presence, customer proximity and
lead growth in key metro areas with high‑value untapped customer
demand. We continued the roll‑out through 2025, taking the total number
of these smaller, local branches to over 150. As these branches mature
their performance improves and by Q4, branches with these localised
hubs connected to them recorded lead flow more than double that
of branches without. In 2026, we will expand this network of smaller,
local branches and expect to have around 220 by the end of the year.
34
Rentokil Initial plc
Annual Report 2025
Strengthened sales execution
At the beginning of 2025 we integrated sales teams back into field
operations leadership at the branch level to drive local accountability
with measurable results. By the second half we had improved key
metrics of sales visits per day and services proposed. There is
even more to do in 2026 to focus on execution and conversion.
We successfully piloted door‑to‑door sales across 25 territories to
penetrate an additional fast‑growing sales channel for residential
contracts in the peak US pest season. We expect to extend this to
cover around 40 territories in 2026.
Driving up customer retention through focus on customer satisfaction
We have continued to execute the ‘Drive to 85’ programme to improve
customer retention over time to be closer to the average outside North
America. This requires a relentless focus on improving the overall quality
of end‑to‑end service through getting the basics right including service
adherence, speed of sale to install, customer communications and billing
and scheduling. Our State of Service rate for 2025 was 99%, a strong
indication we are delivering on customer expectations. We have had
success reducing billing friction through initiatives such as autopay and
the investment in the ‘Customer Saves’ team at the start of the year has
delivered good results.
Another source of improving customer satisfaction has been through
investment in the Trusted Advisor programme, training field technicians
to build sticky relationships based on delivery of high‑value advice and
comprehensive pest prevention solutions in addition to recommendations
for add‑on services, which also provides an additional source of leads.
Participation in the Trusted Advisor programme is up 5% year‑on‑year
to 61.5%.
Overall, we have seen a 5.3 point year‑on‑year improvement in US
Commercial Pest customer Net Promoter Scores (NPS), with a 3.1 point
year‑on‑year increase for US Residential customers, and an improvement
in customer retention of 0.4%pts to 80.5% in North America. This is a
metric which is moving slowly, but where we see significant opportunity.
Investing in key capabilities – pricing and data
One of the key drivers of increase in the value of our contract portfolio
is pricing. There remains significant opportunity to optimise pricing (e.g.
through pricing segmentation) and in 2025 we invested in new leadership
and a new team in this area. There is also a clear opportunity to drive
performance through the increasing use of data science and analytics
across the organisation, which we have also invested behind in 2025
with new leadership and a new team.
Leveraging data and analytics
Through 2025 we focused on improving our data and analytics, with one
of the key benefits being a more granular branch‑level assessment of
performance across a full suite of metrics. We used this insight to inform
targeted growth initiatives, including replacing branch‑level leadership
across over 90 branches resulting in meaningful levels of acceleration
in growth.
Business simplification and cost efficiencies
At the same time as driving Organic Revenue Growth we are focused
on business simplification and efficiency. We made good progress in
2025 towards our target of a $100m cost reduction in 2027 from the
inflation‑adjusted 2024 spend level. A number of efficiency programmes
are underway to deliver this including a headcount reduction programme
during the period, procurement initiatives to benefit from purchasing scale
and the use of outsourcing and Global Capability Centres for back‑office
roles. In 2025, these initiatives delivered in‑year savings of $25m.
We continue to expect that, in 2027, the delivery of these cost savings,
together with an improved organic growth rate, will allow the North
American business to achieve Operating Profit margins of above 20%,
whilst delivering on the streamlined integration process, supported by
enhanced marketing investment and the increased branch network.
During the year, we incurred one‑time costs to achieve these savings
(cash and non‑cash) of $77m. We currently expect further one‑time costs
in 2026 in the region of $70m.
150
Smaller, local branches
operating at the
end of 2025
>2x
Lead generation from
branches connected
to a local hub
DRIVING
LOCAL
MARKET
PENETRATION
Expanding smaller, local branch network
to increase local community presence
In Q4 2024, we launched a successful pilot of smaller, local
branches which we called our satellite programme. These smaller
branches are fully branded and operational, serving as localised
hubs with active facilities, but a lower cost to operate.
This is a key part of our strategy to enhance customer proximity
and presence in the community, with locations targeted in key
metro areas with high‑value untapped customer demand.
The roll‑out of these low‑cost branches continued through 2025,
taking the total to over 150 by the end of the year. These smaller,
local branches are generating strong lead flow and operating
profitably, and we plan to open another c.70 in 2026, taking the
total to around 220.
Performance at these locations continues to improve as they
mature and build local five‑star reviews. By Q4 2025, branches
connected to a local hub were recording more than double the
lead flow compared to branches without.
SPOTLIGHT ON:
LEAD GENERATION
Rentokil Initial plc
Annual Report 2025
35
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our Regions:
North America
continued
Streamlining operations in 2026
At the start of 2025, we paused integration activity and began the
implementation of an evolved strategy to optimise the combination
of the Rentokil and Terminix businesses.
As we move into 2026, we will continue to progress this strategy with a
substantially streamlined approach which simplifies further integration
activity across brands, branches, systems and pay plans.
Optimising Brand strategy
In 2025, we laid out a plan to focus on two national brands and nine
well‑known regional brands. This focus has increased leads for these
brands substantially in the second half. Further data analysis confirms
that growth is optimised with multiple brand entry points to tap into
highly localised residential and SME demand across national, regional
and local brands with strong brand equity.
We now plan to retain around 30 brands which represent over 90% of
our revenues. Over time we will carefully and progressively retire the
remainder, shifting that business to the stronger and more salient
retained brands.
Optimising Branch strategy
Our evolved branch strategy prioritises local customer proximity and
protects service quality and customer retention by keeping more local
brands and their branches, and by expanding our network of small,
local branches from the satellite programme. Our plan is to create
a high‑quality network of around 800 branches by the end of 2026,
including around 220 of the small, local branches. This evolved strategy
will minimise change across branches and technicians, which will
support customer retention.
Simplified Systems approach
Following the pause in integration in 2025 we have developed an
alternative approach which uses branch data from our existing systems
(Mission and PestPac) to build an integrated Branch 360 data reporting,
insight and action system accessed through a unified branch BI (Business
Intelligence) scorecard which delivers consistent KPIs and insight into
the field on how to leverage best practice and target underperforming
branches with suggested areas of action. This dashboard enhances the
user experience driving accountability for performance, with ongoing
development from initial pilot phases already underway.
For Commercial branches, systems migration resumed in Q4 2025 with
encouraging results. This will continue in 2026, enabling all Commercial
customers to access our online portal, PestNet Online, as we
consolidate on a single branch system.
Integrating Pay Plans
The de‑coupled approach on systems allows for the harmonisation of
pay plans to proceed without the need to complete branch‑by‑branch
IT migration. We have completed the harmonisation of pay plans for
branch managers, updated Commercial sales plans to better incentivise
performance and there will be no change to Residential sales
colleagues plans in 2026. For our Technician colleagues, future changes
will involve onboarding new colleagues to the new plans, while existing
colleagues will be offered a ‘grandfathering’ choice between old and
new plans to ensure stability and talent retention.
We are confident this revised plan to optimise the combination of Rentokil
and Terminix in North America mitigates further risk of disruption while still
allowing us to deliver on our North America margin target of over 20% in
2027. Our plan for more branches and fewer brand combinations bolsters
our local presence, maximises our penetration of highest value demand
and minimises fewer technician changes, protecting customer retention.
Retaining our existing systems reduces risks to growth, and incremental
investment through 2025 gives us confidence we can deliver the right data
and insights to support performance and satisfy customer expectations.
During 2026, we will also remain focused on building momentum in
sales and operations through driving accountability and disciplined
execution and delivering on a renewed focus on Commercial as a key
growth segment through improved service, industry leading offerings
and dedicated local and national resources.
In North America, Business Services comprises high‑quality
businesses with deep expertise in specialist areas. They are
non‑route pest and hygiene operations sitting alongside our
core Pest Control activities in the region.
These include VDCI for public sector mosquito vector control,
SOLitude for lake management, Steritech for food hygiene and
brand standards auditing, and Target Specialty Products, our Pest
Control and Turf and Ornamental Products distribution business.
Business Services accounts for 15% of Revenue in North America.
In 2025, Revenue grew 8.7%, with 8.9% Organic Growth. The
largest business in the segment is currently Target while the
Vector Control, Lake and Food Audit markets are each expected
to grow at a CAGR of 5.5% through to 2030.
SPOTLIGHT ON:
BUSINESS SERVICES
STRONG
STANDALONE
BUSINESSES
5.5%
CAGR through to 2030
for each of Vector Control,
Lake and Food Audit markets
8.9%
Organic Growth across
Business Services
36
Rentokil Initial plc
Annual Report 2025
International
2025
$m
2024
$m
Change
(reported)
%
Change
(constant
currency)
%
Organic
Growth
Revenue
2,614
2,453
6.6%
4.8%
3.0%
Operating Profit
451
377
19.6%
16.8%
Adjusted Operating Profit
518
479
8.1%
5.7%
Adjusted Operating Margin
19.8%
19.5% 0.3%pts 0.2%pts
Organic Growth
Q1
Q2
Q3
Q4
Full Year
International
3.2%
2.0%
3.4%
3.4%
3.0%
Overview
The International Region accounted for 38% of Group Revenue in the full
year, comprising 59% from the Pest Control business and 41% from the
Hygiene & Wellbeing business.
The Region is made up of a portfolio of high‑quality businesses,
operating in strong, largely non‑cyclical markets, across 88 countries in
Europe, the United Kingdom, Asia, MENAT, Latin America, Sub‑Saharan
Africa and the Pacific. Rentokil holds leading positions in pest control in
key high‑demand growth markets such as India, China and Indonesia.
Initial Hygiene operates in 72 countries across the International Region,
growing its footprint in key Cities of the Future where urbanisation is
driving demand.
Strong structural growth drivers together with the increasing adoption
of digital innovation in pest management, continue to create attractive
opportunities across our International markets. We are focused on
capturing this growth through our industry leading operations, the roll
out of our connected technology, and our excellent M&A programme
which targets expansion in some of the fastest growth economies in the
world, supported by our Cities of the Future programme. We continue
to build scale and density in new and existing cities, while expanding
our presence in high‑potential territories including Latin America, India,
and Australia.
Performance
Revenue
Full year Revenue was up 6.6% to $2,614m and by 4.8% at constant
currency. Organic Revenue was up 3.0%. Performance improved in
the second half, with H2 Organic Revenue Growth of 3.4% (H1: 2.6%).
Europe incl. LATAM saw the strongest growth in the region, driven
by the Southern European markets of Spain and Portugal which
experienced good volume growth from healthy overall demand and
a solid pricing environment.
The UK & Sub‑Saharan Africa region and Asia & MENAT also saw good
growth. In the UK this was driven by the core UK Pest Control and Plants
businesses and an improving performance from our Property Services
division in H2. In Asia there was strong growth in Indonesia and India
benefiting from underlying demand growth in these fast‑growing
economies.
Growth in the Pacific region was softer across both one‑off and contract
revenue primarily due to weather related challenges which particularly
impacted rural and trackspray operations in the year.
Profit
Adjusted Operating Profit in our International region increased by
8.1% to $518m and by 5.7% at constant currency. Adjusted Operating
Margin was 19.8%, up 0.2%pts on the prior year. Statutory Operating
Profit was $451m, up 19.6% year‑on‑year (FY24: $377m).
The UK and Sub‑Saharan Africa region delivered double‑digit growth
in Adjusted Operating Profit reflecting the strong revenue performance.
Europe and Asia & MENAT also delivered Adjusted Operating Profit
growth ahead of the regional average, with Asia & MENAT’s margins
demonstrating resilience despite a backdrop of high wage inflation.
Within the Pacific region, Operating Profit grew slower than the overall
International region, consistent with the revenue growth.
Colleague retention of 90.3% was slightly below last year (FY24: 90.5%)
with small dips from exceptionally high levels in Asia and Latin America.
Customer retention improved to 85.7% (FY24: 85.1%).
The International region acquired 24 businesses with total revenues
in the year prior to acquisition of $36m.
A
UNIFIED CULTURE
ACROSS EUROPE
In November 2025, the top 150 leaders from across the Europe
business’s 19 countries gathered in Malaga, Spain, for a three‑day
summit to launch the European Culture Programme.
The Programme is designed to create a unified business across
diverse European nations – one that operates with speed and
simplicity while acting as a magnet for the best talent. It aims to
drive the practical impact of culture over time, moving towards
common ways of working across the region to simplify
operations.
Participants described the Programme as “inspirational”,
and it is set to be rolled out further across Europe in 2026.
SPOTLIGHT ON:
CULTURE AND ENGAGEMENT
Rentokil Initial plc
Annual Report 2025
37
Strategic Report
Other Information
Financial Statements
Corporate Governance
Financial Review
Operating Profit
In 2025, Group Adjusted Operating Profit was $1,070m, up 5.4% on
a constant currency basis, supporting Operating Profit margin growth
of 0.3%pts to 15.5%.
Increasing margins through cost efficiencies
At the start of this year, I set out a plan to begin to simplify the business
and create fuel for growth and margin improvement through cost
efficiencies, with a focus on North America. We are tracking well
towards our target of a $100m reduction in costs in 2027 in our
North America business compared to a 2024 inflation-adjusted base.
During the year we have moved some back-office functions to Global
Capability Centres, improved our discipline around procurement to
better leverage our scale purchasing power, and improved productivity
with the use of technology and automation. In the year, we have realised
around $25m of the total and have ambitious plans in place for the
future to deliver the full $100m.
Our confidence in these plans, and the improvements in Organic
Growth we have seen in 2025, underscore our North America
Operating Profit margin target of over 20% in 2027.
Data driving commercial insights and informing
improved decision making
We have made real progress this year enhancing our data and
commercial analytics capabilities and taken significant strides forward
in the use of insights to understand and improve performance.
In North America, this has driven a more informed understanding of
the drivers of performance at our best and worst performing branches.
In digital marketing, our insights facilitated the re-allocation of spend
to higher-return and more efficient channels, reducing our overall cost
per lead. There is more to be done in 2026 to ensure our technicians
and sales teams in the field are armed with the best data to deliver
an exceptional customer experience in the most efficient way.
Cash generation and balance sheet
In 2025, we have improved our Free Cash Flow Conversion with a more
disciplined focus on working capital and capital expenditure. We have
reported Free Cash Flow Conversion of 97.6%, compared to a target
of 80%, benefiting from real estate sales and some one-off benefits
in the overall working capital improvement. This remains an area
of significant focus.
Overall Free Cash Flow grew 24.5% to $615m, which combined with
the improvement in profitability, supported a reduction in our Net Debt
to Adjusted EBITDA ratio to 2.6x.
On 30 September 2025 we completed the sale of the France Workwear
business for $397m. Strategically this divestment reinforces our focus
on our core pest control and hygiene and wellbeing sectors and
financially it increases our cash generation going forwards, reducing our
capital expenditure needs and improving our cash conversion ratio.
Our capital allocation model remains consistent. We will invest in the
business organically and inorganically to drive our compounding growth
model, grow the dividend sustainably, and then return surplus capital
to shareholders whilst maintaining a strong balance sheet.
2026 priorities
Looking forward to 2026, across the Group, we will continue to focus
on growing organic revenues through more efficient and effective
marketing spend, pricing optimisation and improved customer retention.
We will also continue to seek out opportunities for improved cost
efficiency and cash flow conversion to fuel our long-term compounding
growth model of shareholder value creation.
We are encouraged to see the
positive impact on performance
of the strategic initiatives we
implemented at the start of this year
and will build on this in 2026 with
a continued focus on faster organic
growth, improving margins and
strong Free Cash Flow Conversion.
Paul Edgecliffe-Johnson
Chief Financial Officer
Introduction
2025 was a year of encouraging progress, with improving performance
through the second half, as we started to see the benefits of the
strategic initiatives implemented at the beginning of the year. In addition
to improving organic growth, when I joined Rentokil Initial just over a
year ago, I saw significant opportunities to improve our commercial
insights and decision making through enhancing data capabilities
across the organisation, to grow margins through cost efficiencies and
to improve free cash flow to fuel our capital allocation model. We have
made good progress in each of these areas in 2025, with more to go for
in 2026.
Revenue
We delivered Revenue of $6,908m in 2025, up 3.8% at constant
exchange rates, and including Organic Revenue Growth of 2.6%.
We were particularly pleased with the second half and fourth quarter
performance, with Organic Revenue Growth of 3.5% in the second half
of the year compared to 1.6% in the first half. This improvement was
primarily driven by North America Pest Control Services where Organic
Revenue Growth accelerated to 2.6% in the fourth quarter from 1.8% in
the third quarter and 0.1% in the first half.
38
Rentokil Initial plc
Annual Report 2025
Summary of financial performance
Regional performance
Revenue
Adjusted Operating Profit
2025
$m
2024
$m
Change
(constant currency)
%
Organic Revenue
Growth
%
2025
$m
2024
$m
Change
(constant currency)
%
North America
Pest Control
4,148
4,026
3.1%
2.2%
720
688
4.7%
Hygiene & Wellbeing
146
138
6.0%
4.0%
29
25
17.8%
4,294
4,164
3.2%
2.3%
749
713
5.1%
International
Pest Control
1,555
1,455
5.4%
3.7%
323
299
5.2%
Hygiene & Wellbeing
1,059
998
4.0%
2.0%
195
180
6.5%
2,614
2,453
4.8%
3.0%
518
479
5.7%
Central
(191)
(175)
(6.9)%
Restructuring costs
(6)
(9)
35.7%
Total
6,908
6,617
3.8%
2.6%
1,070
1,008
5.4%
Category performance
Revenue
Adjusted Operating Profit
2025
$m
2024
$m
Change
(constant currency)
%
Organic Revenue
Growth
%
2025
$m
2024
$m
Change
(constant currency)
%
Pest Control
5,703
5,481
3.7%
2.6%
1,043
987
4.9%
Hygiene & Wellbeing
1,205
1,136
4.3%
2.3%
224
205
7.8%
Central
–
–
–
–
(191)
(175)
(6.9)%
Restructuring costs
–
–
–
(6)
(9)
35.7%
Total
6,908
6,617
3.8%
2.6%
1,070
1,008
5.4%
Revenue
Group Revenue increased 3.8% to $6,908m (FY24: $6,617m) driven
by a strong demand and pricing environment across our scale markets.
Group Organic Revenue grew 2.6%. Revenue growth in North America
was 3.2% driven primarily by pricing. Organic Revenue Growth was
2.3%, with improvements through the year (Q1:0.7%; Q2:1.4%; Q3:3.4%;
Q4:3.6%). The International business grew Revenue 4.8% for the full year
with growth across the region particularly in the UK, Southern Europe
and the faster growing economies of India and Indonesia. Organic
Revenue Growth was up 3.0%.
Our Pest Control category grew Revenue by 3.7% to $5,703m.
Organic Revenue Growth was 2.6% with 2.2% Organic Revenue Growth
in North America and 3.7% Organic Revenue Growth in International
being driven primarily by pricing. Hygiene & Wellbeing Revenue
increased by 4.3% to $1,205m. Organic Revenue Growth was up 2.3%.
Revenue ($m)
H1
H2
Full Year
Group
3,364
3,544
6,908
North America
2,106
2,188
4,294
International
1,258
1,356
2,614
Organic Revenue Growth
H1
H2
Full Year
Group
1.6%
3.5%
2.6%
North America
1.1%
3.5%
2.3%
International
2.6%
3.4%
3.0%
Profit
Adjusted Operating Profit increased by 5.4% during the year to $1,070m
(FY24: $1,008m) reflecting revenue growth of 3.8% and the benefit of
cost efficiency activities. Performance reflected improved results across
the Group, with growth delivered in both North America and
International. Adjusted Operating Profit for Pest Control increased
by 4.9% to $1,043m (FY24: $987m).
Hygiene & Wellbeing Adjusted Operating Profit increased by 7.8% to
$224m (FY24: $205m).
Adjusted Operating Profit growth was 16.7% in the second half of the
year with the benefits from cost efficiency initiatives in North America
being weighted to later in the year.
Adjusted Operating Profit margin of 15.5% increased 0.3%pts
year-on-year. There was consistent growth across the Group with
year-on-year growth in North America of 0.4%pts and International
of 0.2%pts. On a category basis, Adjusted Operating Profit margins
in Pest Control grew 0.2%pts and by 0.6%pts in Hygiene & Wellbeing.
Adjusted Profit Before Tax, which excludes one-off and adjusting items
and amortisation costs, was $876m (FY24: $842m). Adjusted interest
was $204m, $29m higher year-on-year due to the interest cost of new
bond debt issued, lower bank interest received and a reduction in the
impact from hyperinflation accounting. One-off and adjusting operating
items of $287m (FY24: $110m) include an increase in the provision
for termite claims and costs related to North America transformation
and other strategic initiatives. Statutory Operating Profit was $584m
(FY24: $644m). Statutory Profit Before Tax was $390m (FY24: $462m).
Adjusted Operating Profit ($m)
H1
H2
Full Year
Group
511
559
1,070
North America
356
393
749
International
242
276
518
Adjusted Operating Profit Margin
H1
H2
Full Year
Group
15.2%
15.8%
15.5%
North America
16.9%
18.0%
17.4%
International
19.2%
20.4%
19.8%
Rentokil Initial plc
Annual Report 2025
39
Strategic Report
Other Information
Financial Statements
Corporate Governance
Financial Review
continued
Cash flow
Cash generation remained a key focus during the year, supported by
continued discipline in operational cash conversion and working capital
management.
Free Cash Flow from continuing operations was $615m (FY24: $494m),
with the improvement driven principally by the higher profits and
improved working capital position, partly offset by higher cash interest.
Free Cash Flow for the Group including discontinued operations was
$636m (FY24: $526m), $110m higher year-on-year.
Free Cash Flow Conversion of 98% exceeded our guidance as a
result of a particularly strong performance in debtor collection across
the Group.
One-off and adjusting items (non-cash) were an outflow of $214m
(FY24: $19m). The Group had a $59m working capital outflow in the year
(FY24: $126m outflow). The movement on provisions was a $142m inflow
(FY24: $76m outflow), primarily reflecting the increase in the provision
for termite damage claims of $201m offset by the $95m of cash settled
claims. Capital expenditure additions were $196m (FY24: $190m), with
disposals of property, plant and equipment of $20m (FY24: $5m). Lease
payments were $186m (FY24: $177m).
Cash interest payments were $222m, $41m higher than the prior year,
reflecting the impact of refinancing existing debt at higher prevailing
rates. Cash tax payments were lower year-on-year at $100m (FY24:
$107m) mainly due to a one-off benefit from a change to US tax
legislation. Free Cash Flow from discontinued operations was $21m
(FY24: $32m).
Cash spend on current and prior year acquisitions was $121m, receipts
from the disposal of France Workwear were $391m, dividend payments
were $304m and the cash impact of one-off and adjusting items was
$100m, largely related to North America transformation costs.
Disposal of France Workwear
The sale of our France Workwear business, which we announced
on 28 May 2025, completed on 30 September 2025, with net cash
proceeds of €339m ($397m). The business has been accounted for as
a discontinued operation since 31 May 2025. In FY24, France Workwear,
including flat linen textile and clean room business, generated Revenue
of $324m, Adjusted Operating Profit of $57m and had associated capital
expenditure of $93m. For the nine months ended 30 September 2025,
France Workwear, including flat linen textile and clean room business,
generated Revenue of $261m and Adjusted Operating Profit of $74m.
M&A
In 2025, we acquired 36 businesses, comprising 31 in Pest Control
and 5 in Hygiene & Wellbeing for a total consideration of $115m.
Revenues in the year prior to purchase were c.$63m. We added 12 new
businesses in North America during the period and 24 businesses in our
International region. Revenues acquired in the year prior to purchase
were c.$27m and c.$36m respectively.
M&A remains relevant for our strategy for growth. We continue to seek
attractive bolt-on deals, both in Pest Control and Hygiene & Wellbeing,
to build density in existing and new markets. Our pipeline of prospects
remains strong.
Central and regional overheads
Central and regional overheads of $191m were up $12m at CER ($16m at
AER) on the prior year predominantly as a result of inflationary increases
and increased investment in our proprietary digital applications,
AI capabilities and IT security.
Restructuring costs
With the exception of integration costs for significant acquisitions, the
Company reports restructuring costs within Adjusted Operating Profit.
Costs associated with significant acquisitions are reported as one-off
and adjusting items and excluded from Adjusted Operating Profit.
Restructuring costs of $6m were down $3m on prior year (FY24: $9m).
They consisted mainly of costs in respect of initiatives in our European
business.
Legacy termite warranty obligations
The legacy termite warranty provision is based on an assessment of
probable future cash outflows arising from historical and future claims
relating to the entire pool of Termite contracts acquired on the
acquisition of Terminix. It is based on a number of assumptions including
the number, and rate of claims arising, the costs anticipated to resolve
these claims, customer churn rate for this pool of contracts, inflation and
discount rate, and the actual claim outcomes versus the assumptions
which are reviewed in detail at each half year and year end.
In the year to 31 December 2025, we have increased the termite
provision by $201m to $384m. This increase has largely been driven by:
• A continued increase in the number of litigated claims for both
Residential and Commercial customers received in 2025 compared
to 2024, albeit at a lower level than at the time of acquisition
• A continued increase in the cost per claim, as our proactive strategy
to solve customer problems and reduce litigation continues
• The settlement of some of the larger, legacy complex Commercial
cases at a higher average cost than the historical average, due to the
particular nature of the underlying facts of these claims
• An increase in the long term inflation rate in the model from 2% to
3.2%. When the original provision was booked at the time of the
acquisition a long term inflation rate was assumed for the 20 year life
of the provision. Since then we have experienced higher levels of
general inflation and, specifically, we have seen an inflation premium
over general inflation in relation to the cost inputs for settling the
claims (namely legal defence costs, building materials and house
prices).
The cost of settling claims in the year to 31 December 2025 has been
$95m and we expect a similar level of cash payments in 2026.
Interest
Adjusted interest of $204m includes $31m of lease interest charges and
a $33m offsetting reduction from the impacts of hyperinflation and net
interest received. In the year, hyperinflation of $3m was $6m lower than
the prior year (FY24: $9m) due to a drop in hyperinflation in Argentina
and devaluation of the Argentinian peso. Cash interest in FY25 was
$222m (FY24: $181m), with the year-on-year increase principally
reflecting higher bond interest on new debt issuance in the year
and a reduction in bank interest received.
Tax
The income tax charge for the period at actual exchange rates was
$100m on the reported Profit Before Tax of $390m, giving an effective
tax rate (ETR) of 25.6% (FY24: 25.1%). The Group’s ETR before
amortisation of intangible assets (excluding computer software), one-off
and adjusting items and the net interest adjustments for FY25 was
25.3% (FY24: 24.2%). This compares with a blended rate of tax for the
countries in which the Group operates of 25.3% (FY24: 25.3%).
40
Rentokil Initial plc
Annual Report 2025
Net debt and cash flow
Group Free Cash Flow including discontinued operations was $636m,
$110m higher than the prior year, predominantly due to an improved
performance on trading and working capital. After M&A spend of $121m,
disposal receipts of $391m, dividends paid of $304m, the cash impact
of one-off and adjusting items of a $100m outflow and a net adverse
impact of foreign exchange and other items of $87m, net debt reduced
by $367m to $3,650m. The adverse foreign exchange impact was
caused by the translational impact on our EUR and GBP denominated
bonds carrying value as well as a positive impact on our EUR
denominated derivatives.
The debt related cash inflows of $532m resulted from the issuance of
the Group’s inaugural USD bond transaction in April, raising $1.25bn
across two tranches; $750m 5 year bond at 5.0% and a $500m 10 year
bond at 5.625%. Subsequently the Group repaid its $700m term loan
which was falling due in October 2025.
Funding
As at 31 December 2025, the Group had liquidity headroom of $2.6bn,
including $1bn of undrawn revolving credit facilities, with a maturity date
of October 2029. The Net Debt to Adjusted EBITDA ratio was 2.6x at
31 December 2025 (31 December 2024: 2.9x).
Dividend
The Board is recommending a final dividend in respect of 2025 of 8.24
cents per share. This equates to a full-year dividend of 12.39 cents per
share, up 3.0% year-on-year, in line with the Company’s progressive
dividend policy. The final dividend is first determined in US dollars and
the sterling amount will be announced on 23 April 2026 using the
average of the market exchange rates for the three working days
commencing 20 April 2026, using the closing spot rate. The dividend
is payable to shareholders on the register at the close of business
on 10 April 2026, to be paid on 18 May 2026. The last day for DRIP
elections is 24 April 2026.
Technical guidance update for FY26
P&L
• One-off and Adjusting items excl. North America Transformation costs:
c.$10-$15m
• North America Transformation costs*: c.$70m
• P&L adjusted interest costs: c.$210m-$220m, including $5-$10m
of hyper-inflation
• Estimated Adjusted Effective Tax Rate: 25%–26%
Cash
• One-off and Adjusting items: c.$80m-$85m
• Movement on provisions: c.$85-$95m
• Capex excluding right of use (ROU) asset lease payments:
$190m-$200m
• Cash interest: c.$195m-$205m
• Cash tax payments: $110m-$125m
• Anticipated spend on M&A in 2026 of c.$200m
*
Reported as one-off and adjusting items and excluded from Adjusted
Operating Profit and Adjusted PBTA.
Net debt and cash flow
$m at actual exchange rates
Year to Date
2025
$m
2024
$m
Change
$m
Adjusted Operating Profit
1,070
1,008
62
Depreciation
329
312
17
Other
31
45
(14)
Adjusted EBITDA
1,430
1,365
65
One-off and adjusting items (non-cash)
(214)
(19)
(195)
Working capital
(59)
(126)
67
Movement on provisions
142
(76)
218
Capex – additions
(196)
(190)
(6)
Disposals of Property, Plant and Equipment
20
5
15
Capital element of lease payments and initial
direct costs incurred
(186)
(177)
(9)
Cash interest
(222)
(181)
(41)
Cash tax
(100)
(107)
7
Free Cash Flow – continuing operations
615
494
121
Free Cash Flow – discontinued operations
21
32
(11)
Free Cash Flow
636
526
110
Acquisitions
(121)
(219)
98
Disposal of companies and businesses
391
–
391
Dividends
(304)
(292)
(12)
Cash impact of one-off and adjusting items
(100)
(99)
(1)
Debt related cash flows
Cash inflow/(outflow) on settlement of debt
related foreign exchange forward contracts
(9)
(11)
2
Net investment in term deposits
–
(1)
1
Proceeds from issue of debt
1,232
–
1,232
Debt repayments
(700)
(464)
(236)
Debt related cash flows
523
(476)
999
Net increase/ (decrease) in cash and cash
equivalents
1,025
(560)
1,585
Cash and cash equivalents at the beginning
of the year
467
1,062
(595)
Exchange gains /(losses) on cash and cash
equivalents
97
(35)
132
Cash and cash equivalents at end of the
financial year
1,589
467
1,122
Net increase/(decrease) in cash and cash
equivalents
1,025
(560)
1,585
Debt related cash flows
(523)
476
(999)
IFRS 16 asset/ (liability) movement
(3)
5
(8)
Debt acquired
(1)
(11)
10
Debt disposed
21
–
21
Bond interest accrual
(65)
(3)
(62)
Foreign exchange translation and other items
(87)
83
(170)
(Decrease)/increase in net debt
367
(10)
377
Opening net debt
(4,017)
(4,007)
(10)
Closing net debt
(3,650)
(4,017)
367
Rentokil Initial plc
Annual Report 2025
41
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
Reconciliation of non-IFRS measures to the nearest IFRS measure
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under
IFRS, but management believes that these measures provide valuable additional information for users of the Financial Statements, in order to better
understand the underlying trading performance in the year from activities that will contribute to future performance. The Group’s internal strategic
planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as complements
to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are calculated differently
from the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors should not place undue
reliance on these non-IFRS measures.
The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure. All non-IFRS measures exclude
discontinued operations unless explicitly stated otherwise.
Constant exchange rates (CER)
Given the international nature of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of the
Group when they are translated into US dollar (the presentation currency of the Group).
In order to help understand the underlying trading performance of the business, revenue and profit measures are often presented at constant exchange
rates. CER is calculated by translating prior year reported numbers at the average exchange rates for the current year. This represents a change from
prior periods in which CER was calculated by a translation of current year reported numbers at the average exchange rates for the prior year. It is used
to give management and other users of the accounts clearer comparability of underlying trading performance against the prior period by removing
the effects of changes in foreign exchange rates. The major exchange rates used to calculate CER in 2025 are $/€0.8917 and $/£0.7613.
Comparisons are with the year ended 31 December 2024 unless otherwise stated.
Organic Revenue Growth
Acquisitions are a core part of the Group’s growth strategy. The Organic Revenue Growth measures (absolute and percentage) are used to help
investors and management understand the underlying performance, of the business, by identifying Organic Revenue Growth excluding the impact
of Acquired Revenue. This approach isolates changes in performance of the Group that take place under the Company’s stewardship, and thereby
reflects the potential benefits and risks associated with owning and managing a professional services business.
Organic Revenue Growth is calculated based on year-over-year revenue growth at CER to eliminate the effects of movements in foreign exchange rates.
Acquired Revenue represents a 12-month estimate of the increase in Group revenue from each business acquired. Acquired Revenue is calculated
as: (a) the revenue from the acquisition date to the year end in the year of acquisition in line with IFRS 3; and (b) the pre-acquisition revenues from
1 January up to the acquisition date in the year of acquisition. The pre-acquisition revenue is based on the previously reported revenues of the
acquired entity and is considered to be an estimate.
In the year a business is acquired, all of its revenue reported under (a) above is classified as non-organic growth. In the subsequent first full financial
year after acquisition, Organic Revenue Growth is calculated for each acquisition as the reported revenue less Acquired Revenue.
At a Group level, calculating Organic Revenue Growth therefore involves isolating and excluding from the total year-over-year revenue change:
(i) the impacts from foreign exchange rate changes; (ii) the growth in revenues that have resulted from completed acquisitions in the current period;
and (iii) the estimate of pre-acquisition revenues from each business acquired. The sum of (ii) and (iii) is equal to the total Acquired Revenues for all
acquisitions. The calculated Organic Revenue is expressed as a percentage of prior year revenue. Prior year revenue is not ‘pro-forma’ adjusted in
the calculation, as any such estimated adjustments would have an immaterial impact.
If an acquisition is considered to be a material transaction, such as the Terminix acquisition in October 2022, the above calculation is amended in
order to give a ‘pro-forma’ view of any Organic Revenue Growth for the full financial year in the year of acquisition, as if the acquisition had been part
of the Group from the beginning of the prior year. The pro-forma calculation is completed using pre-acquisition revenues to normalise current and
prior periods as shown in the table below. These revenue normalisations are considered estimates, and ensure that the potentially larger Organic
Revenue Growth is measured over a denominator that includes the material acquisition.
While management believes that the methodology used in the calculation of Organic Revenue is representative of the performance of the Group,
the calculations may not be comparable with similarly labelled measures presented by other publicly traded companies in similar or other industries.
North
America
$m
International
$m
Total
$m
2024 Revenue
4,164
2,453
6,617
2024 Exchange differences
(3)
40
37
2024 Revenue (at 2025 CER)
4,161
2,493
6,654
2024 Revenue from closed businesses
1
(18)
(18)
Normalised 2024 Revenue (at 2025 CER) – base for Organic Revenue Growth percentage
4,143
2,493
6,636
Revenue from 2025 acquisitions (at 2025 CER)²
15
15
30
Revenue from 2024 acquisitions (at 2025 CER)³
41
31
72
Organic Revenue Growth 2025 (at 2025 CER)
95
75
170
2025 Revenue (at AER)
4,294
2,614
6,908
Organic Revenue Growth %
2.3%
3.0%
2.6%
1.
The adjustment removes revenue from 1 January 2024 to 31 March 2024 from the Paragon distribution business, closed with effect from 1 April 2024.
2. Revenue from completed acquisitions in the current period.
3. Estimate of revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.
4. Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group’s continuing operations as at 31 December 2024.
42
Rentokil Initial plc
Annual Report 2025
North
America
$m
International
$m
Total
$m
2023 Revenue
4,112
2,273
6,385
2023 Exchange differences
(3)
31
28
2023 Revenue (at 2025 CER)
4,109
2,304
6,413
2023 Revenue from closed businesses
1
(56)
(56)
Normalised 2023 Revenue (at 2025 CER) – base for Organic Revenue Growth percentage
4,053
2,304
6,357
Revenue from 2024 acquisitions (at 2025 CER)²
28
59
87
Revenue from 2023 acquisitions (at 2025 CER)³
18
30
48
Organic Revenue Growth 2024 (at 2025 CER)
62
100
162
Exchange differences
3
(40)
(37)
2024 Revenue (at AER)
4,164
2,453
6,617
Organic Revenue Growth %
1.5%
4.4%
2.6%
1.
The adjustment removes revenue from 1 April 2023 to 31 December 2023 from the Paragon distribution business, closed with effect from 1 April 2024.
2. Revenue from completed acquisitions in the current period.
3. Estimate of revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.
4. Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group as at 31 December 2023.
Adjusted expenses and profit measures
Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability of the
business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures are
calculated by adding the following items back to the equivalent IFRS profit measure:
• amortisation and impairment of intangible assets (excluding computer software);
• one-off and adjusting items; and
• net interest adjustments.
Intangible assets (such as customer lists and brands) are recognised on acquisition of businesses which, by their nature, can vary by size and amount
each year. Capitalisation of innovation-related development costs will also vary from year to year. As a result, amortisation of intangibles is added
back to assist with understanding the underlying trading performance of the business and to allow comparability across regions and categories
(see table on page 159).
One-off and adjusting items are significant expenses or income that will have a distortive impact on the underlying profitability of the Group. Typical
examples are costs related to the acquisition of businesses, gain or loss on disposal or closure of a business, material gains or losses on disposal of
fixed assets, adjustments to legacy environmental and legacy termite liabilities, and payments or receipts as a result of legal disputes. An analysis of
one-off and adjusting items is set out below.
Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and distort
understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge accounting.
Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit, Adjusted
Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.
One-off and adjusting items
An analysis of one-off and adjusting items is set out below.
One-off and adjusting items
cost/(income)
$m
One-off and adjusting items
tax impact
$m
One-off and adjusting items
cash (outflow)/inflow
$m
2023
Acquisition and integration costs
15
(2)
(16)
Fees relating to Terminix acquisition
1
–
(31)
Terminix integration costs
99
(26)
(92)
Other
4
(1)
6
Total
119
(29)
(133)
2024
Acquisition and integration costs
11
(4)
(19)
Terminix integration costs
75
(19)
(77)
Other
24
(6)
(3)
Total
110
(29)
(99)
2025
Acquisition and integration costs
(5)
1
(18)
Termite provision movement
195
(50)
–
North America transformation costs
77
(20)
(76)
Other
20
(3)
(6)
Total
287
(72)
(100)
Rentokil Initial plc
Annual Report 2025
43
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
continued
Adjusted Interest
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy
provisions and foreign exchange and hedge accounting ineffectiveness).
2025
$m
2024
$m
2023
$m
Finance cost
250
250
232
Finance income
(46)
(59)
(60)
Add back:
Amortisation of discount on legacy provisions
(12)
(13)
(14)
Foreign exchange and hedge accounting ineffectiveness
12
(3)
15
Adjusted Interest
204
175
173
Adjusted Operating Profit
Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets
to operating profit.
2025
$m
2024
$m
2023
$m
Operating profit
584
644
727
Add back:
One-off and adjusting items
287
110
119
Amortisation and impairment of intangible assets
1
199
254
218
Adjusted Operating Profit
1,070
1,008
1,064
1. Excluding computer software.
Adjusted Profit Before and After Tax
Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of
intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,
amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax.
2025
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
390
–
287
199
876
Adjusted Profit Before Tax
Income tax expense
(100)
1
(72)
(51)
(222)
Tax on Adjusted Profit
Profit for the period
290
1
215
148
654
Adjusted Profit After Tax
2024
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
462
16
110
254
842
Adjusted Profit Before Tax
Income tax expense
(116)
(4)
(29)
(55)
(204)
Tax on Adjusted Profit
Profit for the period
346
12
81
199
638
Adjusted Profit After Tax
2023
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
566
(1)
119
218
902
Adjusted Profit Before Tax
Income tax expense
(129)
(2)
(29)
(55)
(215)
Tax on Adjusted Profit
Profit for the period
437
(3)
90
163
687
Adjusted Profit After Tax
1. Excluding computer software.
44
Rentokil Initial plc
Annual Report 2025
EBITDA and Adjusted EBITDA
EBITDA (both continuing and discontinued operations) is calculated by adding back finance income, finance cost, share of profit from associates net
of tax, income tax expense, depreciation, amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year.
Adjusted EBITDA (both continuing and discontinued operations) is calculated by adding back one-off and adjusting items to EBITDA.
2025
$m
2024
$m
2023
$m
Profit for the period
290
346
437
Add back:
Finance income
(46)
(59)
(60)
Finance cost
250
250
232
Share of profit from associates net of tax
(10)
(9)
(11)
Income tax expense
100
116
129
Depreciation
329
312
300
Other non-cash expenses
31
45
37
Amortisation and impairment of intangible assets
1
199
254
218
EBITDA
1,143
1,255
1,282
One-off and adjusting items
287
110
119
Adjusted EBITDA
1,430
1,365
1,401
EBITDA attributable to discontinued operations
109
139
122
EBITDA for the Group
1,252
1,394
1,404
Adjusted EBITDA attributable to discontinued operations
109
139
122
Adjusted EBITDA for the Group including discontinued operations
1,539
1,504
1,523
1. Excluding computer software.
Adjusted Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of shares
in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. Adjusted Earnings Per Share is calculated by dividing
adjusted profit from continuing operations attributable to equity holders of the Company by the weighted average number of ordinary shares in issue
and is shown below.
For Adjusted Diluted Earnings Per Share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive
ordinary shares. The Group’s potentially dilutive ordinary shares are explained in Note A2 to the Consolidated Financial Statements.
2025
$m
2024
$m
2023
$m
Profit attributable to equity holders of the Company
290
346
437
Add back:
Net interest adjustments
–
16
(1)
One-off and adjusting items
287
110
119
Amortisation and impairment of intangibles
1
199
254
218
Tax on above items
2
(122)
(88)
(86)
Adjusted profit attributable to equity holders of the Company
654
638
687
Weighted average number of ordinary shares in issue (million)
2,524
2,521
2,516
Adjustment for potentially dilutive shares (million)
11
7
11
Weighted average number of ordinary shares for diluted earnings per share (million)
2,535
2,528
2,527
Basic Adjusted Earnings Per Share (cents)
25.91
25.31
27.31
Diluted Adjusted Earnings Per Share (cents)
25.80
25.24
27.19
1. Excluding computer software.
2. The tax effect on add-backs is as follows: one-off and adjusting items $72m (2024: $29m; 2023: $29m); amortisation and impairment of intangibles $51m
(2024: $55m; 2023: $55m); and, net interest adjustments $(1)m (2024: $4m; 2023: $2m).
Rentokil Initial plc
Annual Report 2025
45
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
continued
Adjusted cash measures
The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.
Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,
and Adjusted Free Cash Flow Conversion.
Free Cash Flow
Free Cash Flow (both continuing and discontinued operations) is measured as net cash flows from operating activities, adjusted for cash flows
related to the purchase and sale of property, plant, equipment and intangible assets, cash flows related to leased assets, cash flows related
to one-off and adjusting items, and dividends received from associates. These items are considered by management to be non-discretionary,
as continued investment in these assets is required to support the day-to-day operations of the business. Free Cash Flow is used by management
for incentive purposes and is a measure shared with and used by investors.
A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to Free Cash Flow is provided in the table below.
2025
$m
2024
$m
2023
$m
Net cash flows from operating activities
872
743
802
Purchase of property, plant, equipment
(136)
(134)
(122)
Purchase of intangible assets
(60)
(56)
(55)
Capital element of lease payments and initial direct costs incurred
(186)
(177)
(181)
Proceeds from sale of property, plant, equipment and software
20
5
17
Cash impact of one-off and adjusting items
100
99
132
Dividends received from associates
5
14
5
Free Cash Flow
615
494
598
Free Cash flow attributable to discontinued operations
21
32
22
Free Cash Flow for the Group including discontinued operations
636
526
620
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion
Adjusted Free Cash Flow Conversion (both continuing and discontinued operations) is provided to demonstrate to investors the proportion of
Adjusted Profit After Tax that is converted to cash. It is calculated by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed
as a percentage. Adjusted Free Cash Flow (both continuing and discontinued operations) is measured as Free Cash Flow adjusted for product
development additions and net investment hedge cash interest through other comprehensive income. Product development additions are adjusted
due to their variable size and non-underlying nature. Net investment hedge cash interest through other comprehensive income is adjusted because
the cash relates to an item that is not recognised in Adjusted Profit After Tax.
2025
$m
2024
$m
2023
$m
Free Cash Flow
615
494
598
Product development additions
13
11
13
Net investment hedge cash interest through Other Comprehensive Income
10
13
15
Adjusted Free Cash Flow (a)
638
518
626
Adjusted Profit After Tax (b)
654
638
687
Free Cash Flow conversion (a/b)
97.6%
81.2%
91.1%
Free Cash Flow conversion attributable to discontinued operations
69.4%
82.1%
62.6%
Free Cash Flow conversion for the Group including discontinued operations
96.3%
81.2%
89.7%
The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below
to provide a comparison in the calculation. Cash Conversion (both continuing and discontinued operations) is calculated as net cash flows from
operating activities divided by profit attributable to equity holders of the Company, expressed as a percentage. Management considers that this is
useful information for investors as it gives an indication of the quality of profits, and ability of the Group to turn profits into cash flows.
2025
$m
2024
$m
2023
$m
Net cash flows from operating activities (a)
872
743
802
Profit attributable to equity holders of the Company (b)
290
346
437
Cash Conversion (a/b)
300.7%
214.7%
183.5%
Cash Conversion attributable to discontinued operations
55.6%
271.7%
308.1%
Cash Conversion for the Group including discontinued operations
206.8%
221.4%
193.2%
46
Rentokil Initial plc
Annual Report 2025
Adjusted Effective Tax Rate (Adjusted ETR)
Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.
The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.
2025
$m
2024
$m
2023
$m
Income tax charge
100
116
129
Tax adjustments on:
Amortisation and impairment of intangible assets
1
51
55
55
Net interest adjustments
(1)
4
2
One-off and adjusting items
72
29
29
Adjusted Income Tax Charge (a)
222
204
215
Adjusted Profit Before Tax (b)
876
842
902
Adjusted Effective Tax Rate (a/b)
25.3%
24.2%
23.8%
1. Excluding computer software.
The Group’s effective tax rate (ETR) for 2025 on reported profit before tax was 25.6% (2024: 25.1%; 2023: 22.8%). The Group’s Adjusted ETR before
amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2025 was 25.3%
(2024: 24.2%; 2023: 23.8%). This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2024: 25.3%; 2023:
25.1%).
The Group’s tax charge and Adjusted ETR will be influenced by the global mix and level of profits, changes in future tax rates and other tax
legislation, foreign exchange rates, the utilisation of brought-forward tax losses on which no deferred tax asset has been recognised, the resolution
of open issues with various tax authorities, acquisitions and disposals.
Rentokil Initial plc
Annual Report 2025
47
Strategic Report
Other Information
Financial Statements
Corporate Governance
Responsible Business
Protecting People. Enhancing Lives.
Preserving our Planet.
0.28
Lost Time Accident rate
(2024: 0.29)
3,620
Lower Emission Vehicles (electric and
hybrid) in our global fleet (2024: 2,736)
600,000
PestConnect devices installed
c.100,000 added in 2025
Find out more on pages 22 and 50
Find out more on pages 25 and 57
Find out more on pages 31 and 56
Find out more on page 22
Find out more on pages 25 and 57
Find out more on page 23
Find out more on page 51
Find out more on pages 25, 62 and 64
Find out more on pages 23 and 52
87.4%
Colleague retention
(2024: 86.3%)
12.5%
Ultra-Low Emission Vehicles % in fleet
in the UK and Europe – achieving
our 10% by end of 2025 target
98.4%
State of Service.
5.7m post-service surveys carried out in
2025 with an average score of 4.94/5
2.2m
Training activities completed on U+.
540 new training items created
21.8%
Improvement in emissions intensity –
exceeding our target of 20% by the
end of 2025
60.6
Net Promoter Score, excluding
Workwear (2024: 57.8)
2025 highlights
During the year, we continued to make good progress across a range of responsible business initiatives.
We delivered more training and career development, launched new services, rolled out more
lower-emission vehicles and utilised more renewable energy. Most importantly, our safety performance
remained very strong.
The Company’s commitment to responsible business was validated by independent accreditation
and ratings in 2025, including an AA rating from MSCI and a Low Risk, Strong Management rating
from Sustainalytics.
48
Rentokil Initial plc
Annual Report 2025
Responsible business is good business.
As we look back at Rentokil’s 100th anniversary in 2025, it was a
year of significant progress across our responsible business agenda,
demonstrating the power of embedding our core mission –
Protecting People, Enhancing Lives and Preserving our Planet
–
across our global operations. We delivered measurable progress in
areas such as safety, training, service, innovation and sustainability.
Protecting People
starts with our commitment to safety and the
services we provide to customers, from the people at home to the
largest multinational food and pharmaceutical producers. With
millions of visits made to customers’ premises by our expert service
technicians and sales teams, we continue to maintain rigorous
training processes and implement best practices in safety. It was
encouraging to see another year of
world-class safety performance
.
Health and safety remains our first priority.
Customer
service standards remained very high
in 2025 and our
Net Promoter Score improved to an encouraging 60.6.
Enhancing Lives
is reflected in our vibrant culture, career
development and community impact. This year’s Your Voice Counts
(YVC) survey confirmed strong engagement, enablement and
intent-to-stay scores, proving our commitment to being a global
Employer of Choice
. We also continue to outperform global norms
for equal opportunities. Crucially, to mark our centenary, colleagues
rallied to support
over 180 charities and communities
, far exceeding
our initial goal of 100. This collective action highlights the deep
sense of purpose shared across our organisation.
Preserving our Planet
saw further execution of our environment
transition plan. Through the continued roll-out of sustainable
innovations – like the new
EcoCatch™ external fly control solution
– and the addition of 880
Lower Emission Vehicles
(LEVs), we are
actively decarbonising our operations.
We reached a notable milestone by
exceeding our 2025 target
with
over 10% of vehicles being Ultra-Low Emission (ULEVs) in the UK and
Europe. We also continue to support the vital work of Cool Earth in
preserving mature rainforests
, a critical front in the fight against
climate change. Our efforts are validated by external recognition,
including an AA ESG rating from MSCI.
I would like to extend my sincere thanks to all colleagues. Your
commitment to working safer and more sustainably and supporting
our communities is the driving force behind our responsible business
success. We are creating lasting value for all stakeholders as we look
forward to the next century, guided by a mission that is more critical
today than ever before.
Andy Ransom
Chief Executive
Responsible Business index
48
2025 highlights
50
Colleagues and culture
52
Suppliers
52
Customers
53
Communities
56
Environment
58
Task Force on Climate-related Financial Disclosures Report
64
Emissions data
65
Governance
66
Section 172(1) statement
A
CENTURY
OF SERVICE
AA rating
Low Risk, Strong
Management rating
S&P Global CSA –
92nd percentile
sector score
Member
Overall C rating
(as at March 2025)
Several countries
including Gold and
Silver ratings
Independent accreditation and ratings
We aim to engage positively with all stakeholders and continued to receive strong independent ratings for our activities:
Rentokil Initial plc
Annual Report 2025
49
Strategic Report
Other Information
Financial Statements
Corporate Governance
Responsible Business
continued
Rentokil Initial defines a responsible workplace as one focused on
safety, underpinned by a values-driven culture.
We support our colleagues to develop a long-term career with the
company. We are committed to being a
Employer of Choice
and employ
c.63,400 colleagues (2024: 68,500) in 90 countries. This reduction
in headcount mainly reflects the divestment of our France Workwear
operations in 2025.
Colleague retention in 2025 was 87.4% (2024: 86.3%). We are
committed to operating with a culture which is safe, inclusive,
customer-focused, and innovative. The Company’s shared values
are
Service, Teamwork, Relationships and Responsibility.
Colleague safety
This year, we have maintained our first-class level of colleague safety
– reducing both the frequency of accidents and the severity with a Lost
Time Accident rate of 0.28 (2024: 0.29), and we have further improved
Working Days Lost rate to 5.65 (2024: 6.25).
This performance was driven by our ongoing focus on safety, robust
management standards and commitment to best practices. Safety is the
first item on all management meetings. Our award-winning SHE Golden
Rules represent the company’s most significant global safety initiative,
mandatory for all colleagues. These rules clearly and unambiguously
define the essential knowledge and actions required to prevent serious
harm. There were no work-related colleague fatalities in 2025 (2024:
one fatality).
Colleagues and culture
73%
2015
68%
2015
73%
2015
74%
2015
79%
2025
80%
2025
84%
2025
83%
2025
Listening to colleagues
In 2025, we once again undertook a global confidential survey,
Your Voice Counts (YVC), which provides every colleague with the
opportunity to give feedback on workplace culture, leadership,
customer focus, development, and line manager performance. 91% of
colleagues participated. We maintained high levels of engagement and,
in particular, colleague enablement – we give people interesting and
challenging work, and the tools to do a great job for customers.
Answers to the questions ‘the Company cares about the health and
wellbeing of colleagues’ and ‘I am able to achieve a good balance
between my work and private life’ both scored above the global
company norm.
Colleague engagement
I receive the training I
need to do my job well
Colleague enablement
Line Manager Index
(combines ‘my manager’
questions)
Key performance indicators
2025
2024
2023
2022
2021
Lost Time Accidents (LTA)¹
0.28
0.29
0.31
0.39
0.38
Working Days Lost (WDL)²
5.65
6.25
7.05
7.90
8.71
1.
The LTA rate is calculated as the number of Lost Time Accidents (injuries and
illnesses) per 100,000 hours worked.
2. The WDL rate is calculated as the number of working days that colleagues
could not work because of Lost Time Accidents (injuries and illnesses) per
100,000 hours worked.
In 2025, Rentokil Initial was awarded
a Gold Medal for Health and Safety
for the eighth consecutive year.
50
Rentokil Initial plc
Annual Report 2025
Inclusive culture
A key aim of the company is to be recognised as a world-class Employer
of Choice which can attract, recruit and retain the best people from the
widest possible pool of talent.
We are committed to creating an inclusive working environment for all
colleagues, striving to be an organisation which values everyone’s
talents and abilities.
We want to draw from the best that the business environment and
markets in which we operate have to offer, to better serve our
customers. We are opposed to all forms of discrimination, harassment
and victimisation and will not accept any of these being committed
towards or by any of our colleagues.
We promote a working environment where everyone will receive equal
treatment regardless of (but not limited to) their age, religion, ethnic or
national origin, marital status, gender and disability.
Our 2025 gender pay gap data remains consistent with recent years,
with our female colleagues paid slightly more than their male
counterparts. Our median pay gap for 2025 is -2.0% and our mean pay
gap is -4.7%. This contrasts significantly with the UK national mean
average of +12.8%, as reported by the Office for National Statistics.
In this year’s YVC survey, results for Belonging & Inclusion scored 81%,
3% ahead of the Global Company Norm. When asked to consider
whether ‘the company appreciates differences among colleagues’ and
whether they ‘are treated with respect’, colleagues scored both 86%,
also above the global company norms. Please see the below diversity
data for 2025 as required by section 414C of the Companies Act 2006:
• 13,666 (21.6%) of colleagues were female and 49,722 (78.4%) male;
• 48 (32%) of our senior leaders were female and 103 (68%) male;
• 68 (28.7%) of our senior leaders (incl. subsidiary directors) were female
and 169 (71.3%) male; and
• 36% or four of our Board Directors were female and 55% or six were
male (with 9% or one not specified/prefer not to say).
Recruitment and training
Our Career+ app is the global platform for colleagues to apply for, refer,
or share our career opportunities easily across their social networks.
In 2025, total users reduced, as the content became more targeted,
but the conversion rate from applicant to recruitment improved.
Over 1,600 people were recruited through Career+ in 2025.
Colleagues are supported with a wide variety of training opportunities,
including technical training and online development through U+.
In 2025, using generative AI, many courses were translated into
a wider selection of languages, enabling broad distribution.
Rentokil Initial was first accepted as an employer provider on the Register
of Apprenticeship Training Providers in March 2017. Our apprentice
training is delivered in the field via field trainers and assessors, online
through U+, and in the classroom using qualified trainers.
The outcome for learners has been exceptionally good, with 767
distinctions and a 99% pass rate. During the year, we retained our
‘Good’ grading from Ofsted and achieved ‘Outstanding’ in the behaviour
and attitude category.
Over 10% of our UK Pest Control technicians are undertaking
a level two Customer Service apprenticeship.
Colleagues and culture
LEARNING
SUCCESS
540
new training items
created in 2025
>2,000
technical training days
were delivered in the
UK in 2025
2.2m
training sessions
in 2025
Our U+ learning platform and our Leading the RI Way initiative have
become central to our talent development strategy, showing strong
success in 2025. U+ delivered 2.2m training sessions, and the
introduction of DeepL for multi-language translation has
accelerated content delivery. Our focus on growth and colleague
development is reflected in positive YVC survey scores – in
particular for learning opportunities provided by the Company,
which are at global High Performance levels. Our global leadership
development programmes include Leading the RI Way, which has
been highly effective, recording over 700 attendances for critical
skills like Emotional Intelligence and Coaching, with a 100%
recommendation rate from participants, ensuring our leadership
pipeline remains robust and well-supported.
SPOTLIGHT ON:
COLLEAGUE DEVELOPMENT
Find out more about
career development
at Rentokil Initial
Rentokil Initial plc
Annual Report 2025
51
Strategic Report
Other Information
Financial Statements
Corporate Governance
Responsible Business
continued
Our Group Procurement team manages the supply of products to our
global businesses.
We purchase a wide variety of hardware and equipment, such as rodent
traps, insect light traps and bird protection devices, which are typically
designed internally and either manufactured in-house or sourced
externally from specialist suppliers.
In 2025, we reviewed our
Sustainable Procurement policy
and our
Supplier Code of Conduct
(third edition), which is available in 19
languages. We continued to expand the remit of the Environment and
Social sections on quality of products or services, zero tolerance of tax
evasion and protecting personal data. When making major sourcing
decisions, sustainability elements must be considered; for instance,
calculating air, sea or road freight transport impact to destination.
All our major suppliers are required to have clauses in their contracts
requiring compliance with the Supplier Code and specifically on bribery,
corruption and modern slavery.
We have aimed to make our Supplier Code more accessible by ensuring
it is available in multiple languages on our website. We encourage our
supplier employees or other stakeholders to report concerns over
malpractice, illegal acts, or failures to follow recognised standards of
ethical behaviour that they observe at any point within our global supply
chain through our Supplier Speak Up programme.
Supplier audits
are undertaken as set out in our Modern Slavery
Statement, which is available on our website. The environmental and
social impact of sourcing options is included in the criteria for evaluating
alternatives for the global supply of products. Three instances of
non-compliance were identified and actioned during the audits
conducted by the Group Product Quality. See the Company’s
2025 Modern Slavery Statement for further details.
At Rentokil Initial we are committed to continuous improvement of our
ESG standards and expect our suppliers to do the same. During 2025,
we enhanced the disclosures required from our suppliers, adding new
ESG questionnaires to the OneTrust data disclosure system used to
maintain and evaluate suppliers. All suppliers of goods and services
to Rentokil Initial have a role to play in protecting the environment,
improving the societies in which we operate, and maintaining the
highest ethical standards. We set a minimum standard that must be
achieved to continue to do business together.
Gold, silver and bronze standards have been developed to evaluate the
ESG performance of our suppliers, recognising existing accreditations
to avoid repetition without discriminating against smaller or less
developed companies:
•
Gold standard
– achieved if the supplier has an independently audited
process or standard in relevant areas
•
Silver standard
– achieved if the supplier has an internationally
recognised accreditation but does not include an independent audit
•
Bronze standard
– achieved where a supplier does not have any
recognised accreditations, but meets minimum acceptable standards.
Achieving the highest ESG standard of business conduct within our own
organisation and our wider supplier network is integral to our long-term
success, creating a world-class business for the benefit of all our
customers, suppliers and shareholders.
In 2025, we continued our work on improving standards and on raising
awareness of sustainability across our global procurement teams. Our
European Procurement Conference, held in Spain, was attended by our
country management and procurement teams. The conference focused
on ensuring the adoption of best practice, alignment of methodologies
and a collaborative approach. The event included a Sustainability
update and the introduction of the Sustainable Sourcing Policy.
Rentokil Initial’s services protect people from the health dangers of
pests, enhance lives with greater standards of hygiene and better
workplace environments, and seek to protect our planet through more
sustainable operations and services.
Providing outstanding customer service is a key component of our
business model. We set out to engage with our customers to fully
understand their needs and provide innovative services to meet their
requirements. Customers range from multinationals to local businesses
and people at home.
In 2025, 5.7 million post-service surveys were received from customers,
with an average rating of 4.94 out of 5.
Our Net Promoter Score for 2025 (which excludes data for the divested
France Workwear business) increased by +2.8 ppts to 60.6, with
increases in all business categories. Customer retention was up
50 basis points to 82.6% in 2025.
Innovation is an integral part of our business and organisational
culture, which not only provides our customers with more efficient
and best-in-class products and services, but also ensures that
our operations are conducted more efficiently and sustainably.
Our innovation pipeline is focused on developing more sustainable
products and digital services.
See page 56 for sustainable innovation and pages 29 to 31.
Suppliers
Customers
60.6
Net Promoter Score
2025, up 2.8 ppts versus 2024
4.94/5
Average post-service survey
rating in 2025
52
Rentokil Initial plc
Annual Report 2025
Our approach to charitable and community engagement is aligned with
our core mission of Protecting People, Enhancing Lives and Preserving
our Planet. We also aim to make a meaningful positive impact on the
local economy and to support the communities where we operate.
Rentokil Initial Cares (RI Cares) is our global charity and community
programme, which supports colleagues’ local efforts, alongside national
and global initiatives. It supports charities and good causes which have
significant impacts in many parts of the world.
We continued to support our long-term partnerships to protect lives
from malaria, enhance lives through our community health education
programme, and protect mature rainforests from deforestation in the
Pacific and Africa.
In 2025, we donated $562,000 to charities and good causes.
This excludes gifts in kind and product donations.
Communities
COOL EARTH
PARTNERSHIP
In alignment with our ‘Preserving our Planet’ pillar, Rentokil Initial
continues its impactful partnership with Cool Earth. By supporting
community-led conservation in Papua New Guinea, we help to
protect over 59,000 hectares of carbon-rich rainforest.
This partnership does more than just safeguard an estimated
75 million tonnes of carbon stores; it empowers indigenous
‘rainforest custodians’ to build sustainable livelihoods – ranging
from coconut oil production and beekeeping to climate-resilient
agriculture – ensuring that standing forests are more valuable
to local communities than cleared land. This year, our funding
helped provide clean water access and supported the installation
of rainwater harvesting systems, directly linking our mission with
the global fight against climate change and biodiversity loss.
SPOTLIGHT ON:
COMMUNITIES
$54,000
to Cool Earth
$33,000
to Street League
$70,000
to Malaria No More UK
Find out more
about our work
with Cool Earth
Rentokil Initial plc
Annual Report 2025
53
Strategic Report
Other Information
Financial Statements
Corporate Governance
Responsible Business
continued
Communities
Celebrating 100 years of service
In Rentokil’s centenary year we aimed to support 100 charities and communities. Countries across the globe participated, with charities
nominated by colleagues. By the end of the year we had supported over 180 charities and communities, with a strong focus on two areas:
•
Health, Hospice and Cancer Support
(including Alzheimer’s/dementia support groups); and
•
Children, Youth and Education
(including organisations such as Great Ormond Street Children’s Hospital, Teenage Cancer Trust,
and various centres for children with special needs).
Other significant areas of support included:
• Community and Poverty Support; Disability and Special Needs Support; and Animal Welfare and Conservation.
54
Rentokil Initial plc
Annual Report 2025
Living our values
Communities
Across North America, we
supported veteran organisations
and food distribution centres,
e.g. Lakeland Vet Centre,
the Greater Chicago Food
Depository and Food for Others.
We also supported the Odenton
Volunteer Fire Company.
Our teams in the UK volunteered
at the Soul Food homelessness
charity in Edinburgh. Colleagues
carried out a deep clean of the
kitchen facilities and undertook
building repairs, landscaping,
graffiti removal and pest control
services.
In Europe, colleagues competed
in a virtual race of 4,400km – the
distance between Europe’s most
easterly business (Helsinki,
Finland) and its most westerly
business (Lisbon, Portugal),
supporting local charities.
In Brazil we supported
Lar do Nenen, which provides
temporary shelter, care and
support for infants and toddlers
awaiting adoption.
In Honduras, we supported Casa
Asti, which works with children
and families living on the streets
in Tegucigalpa and Comayagüela.
In Chile we supported Fundación
TEAmo Más, which helps children
with autism spectrum disorder and
their families. Colleagues in Chile
also participated in a number of
environment initiatives, including
a family walk where they collected
more than 350kg of waste.
In the UAE, colleagues supported
Senses, a residential care facility
providing 24/7 care for children
with special needs.
Across India, colleagues carried
out local initiatives including the
donation of school equipment
and food, and together planted
2,500 saplings.
Colleagues in Australia chose
to support the National Breast
Cancer and Prostate Cancer
Foundations, and continued
to support the Daintree Rainforest,
through the Rainforest Rescue
charity.
Colleagues in Brunei planted
100 trees, while 100 rosewood
saplings were planted at Khlong
Takrao Forest Park, thanks to
our colleagues in Thailand.
Rentokil Initial plc
Annual Report 2025
55
Strategic Report
Other Information
Financial Statements
Corporate Governance
Sustainable Solutions
We continue to drive the adoption of
Integrated Pest Management
practices, digital connected solutions and new innovations to increase
the sustainability of our services. Every new customer visit begins with
a site risk assessment, using our dedicated app, to ensure consistent
and safe operations. We follow local regulations, and we adhere to the
standards outlined by the
Campaign for Responsible Rodenticide Use
.
All products used in our operations are carefully selected from our
authorised product list.
Product innovation is central to supporting customers’ sustainability
objectives. Our remote monitoring system,
PestConnect
, now has
600,000 devices in customers’ premises, enhancing environmental
performance by reducing chemical use and the number of technician
visits required. The
FlexiArmour
range was expanded to offer
innovative, durable rodent-proofing solutions. The
Eradico
rodent bait
stations are manufactured using recycled polymer.
In flying insect control, the
Lumnia LED fly control
range remains a
highly effective and energy-efficient service, offering energy savings
of up to 79% compared to traditional systems. A key launch in 2025
was
EcoCatch
, a new, more sustainable external fly control solution.
EcoCatch was shown to catch 60% more flies than the market-leading
trap in controlled tests, and its sustainability commitment is evident, with
over 30% of each unit made from recycled plastic. This was followed
by
EcoCatch Wasp
. The traps have been developed and designed
in-house by our technical team. The unique design is discreet, highly
effective and more sustainable.
Our
Signature AirFlow Scent
air freshening line, introduced in 2024,
features hardware made from 70% post-consumer recycled plastic
(material made from household or industrial waste) and reduces volatile
organic compounds by up to 70% compared with aerosol equivalents.
We continue to focus on
reducing the environmental impact of paper,
soaps, and plastics
. The ambitious target of achieving over 90%
compliance for hygiene paper products with recognised environmental
standards (FSC, EU Ecolabel, or Blauder Angel) has been exceeded,
with 96% compliance reported as of 2025.
We remain committed to responsible palm oil sourcing, with the target
of ensuring at least 90% of the palm oil used is sourced from Roundtable
on Sustainable Palm Oil approved supply chains.
In 2025 we continued to evaluate options to deliver more sustainable
fumigation
activities, driven by the Replace-Reduce-Recapture
initiatives. We are prioritising non-chemical methods such as heat
treatments, which has made good progress, notably in France, where
a centre of excellence has been established to support the rest of the
business. Elsewhere we have introduced initiatives to enhance gas
monitoring to optimise fumigant use and eliminate waste.
The overall quantity of fumigation gas used has increased slightly in
2025 by c.1%, this being in part due to increased regulatory export
requirements in various European and Asian markets. Where initiatives
and alternative treatments have been used, there has been good
progress, with 5% reduction in the US. Emissions equivalent from
sulfuryl fluoride (SF) in 2025 has reduced by 19.4% from the peak use
in 2022 following the Terminix acquisition.
Responsible Business
continued
Our environment plan, delivered through our country operations,
continues to drive progress across three foundational pillars:
Sustainable Solutions, Sustainable Operations and Sustainable
Workplace
. This comprehensive framework enables us to embed
sustainability in our operations while addressing the unique challenges
and opportunities in the diverse regions we serve.
Key elements of our transition plan are now well underway,
demonstrating measurable progress in the roll-out of our lower-emission
fleet and the ongoing shift towards renewable energy sources to power
our properties. Other areas remain challenging, such as developing
alternatives for fumigation which meet country regulatory requirements,
and the limited roll-out of EV charging infrastructure in some countries.
Environment
Local and
regional
activities
Activities specific to
individual territories
but all supporting
the overarching
goal
Executed through
our global
operations
Areas of specific
action, supported
by targets
Workstreams
– managing risks and
opportunities with the
local operations
North America
Adaptation to
local climate
conditions
Multi-local
distributed
operations
– sharing best
practices between
operations and
strong business
continuity
processes
Transition to
low-carbon
operations
Driving the
transition to
low-emission
operations based
on local market
differences
(e.g. availability
of infrastructure
for waste
management,
EV charging, etc.)
Sustainable
Solutions
• Pest chemicals
• Hygiene & Wellbeing
consumables
• Hardware
• Fumigation
• Mobility
• Service delivery
• Waste
• Energy and water use
• Culture and
communications
Sustainable
Operations
Sustainable
Workplace
International
Europe
Latin America
UK & Sub-Saharan
Africa
Asia & MENAT
Pacific
Overarching
long-term goal:
Rentokil Initial
targets having
net zero carbon
emissions from
its operations by
the end of 2040
Our transition plan
56
Rentokil Initial plc
Annual Report 2025
Sustainable Operations
Implementation of our
mobility strategy
has continued in 2025 as we
aim to reduce our mobility-related CO₂e. Measures included optimising
vehicle size, selecting vehicles with the lowest CO₂e emissions, using
route-planning tools and expanding telematics to encourage efficient
driving. The fleet now includes a variety of sustainable mobility options,
such as electric vehicles, hybrids and electric motorbikes.
By the end of 2025, this transition strategy saw a positive result with
3,620 LEVs, or approximately 10% of our global fleet. In the UK and
Europe, we now have 1,053 ULEVs, or 12.5% of fleet, surpassing the
2025 target of 10%.
However, challenges remain due to limited development of the electric
charging infrastructure and the limited availability of large ULEVs
suitable for operational needs. We are responding with a dynamic,
country-by-country transition strategy, which includes extending the
operating life of certain vehicles or acquiring secondary-market vehicles
to avoid manufacturing CO₂e.
We are committed to the
safe and sustainable disposal of waste
,
aiming for the highest possible standard supported by local
infrastructure.
Waste collected through our Washroom Services represents a
significant portion of the total waste we manage in countries where
these services are offered. In certain cases, such as the disposal of
medical or feminine hygiene waste, regulations require incineration
for health and safety reasons. Where regulations permit, strategies are
actively implemented to enhance sustainability, such as a partnership
in India that enables the recycling and remanufacturing of residual ash
from lower-temperature incineration.
Significant progress in
reducing plastic packaging
was demonstrated
in the Netherlands’ Ambius business, which eliminated plastic wrap
for caged deliveries and replaced it with reusable branded covers
–
an initiative planned for roll-out to other European markets in 2026.
In France, the business launched a programme to train colleagues on
waste separation and has established three workshops with dedicated
employees to refurbish products. This successful development will lead
to the launch of a
Second Life Programme
across other European
markets in 2026.
Sustainable Workplace
Our strategy to reduce emissions from purchased electricity in
properties is progressing with a focus on transitioning to
renewable
energy
and tariffs in owned buildings. Renewable electricity contracts
are in place in the UK, Italy, Germany, Greece, Portugal, Spain,
Netherlands, Australia, New Zealand, and India. This contributed
to a reduction of the carbon footprint by 2,459 tonnes in 2025.
Energy efficiency initiatives
are ongoing, including the installation of
LED lighting, solar panels and motion-sensor systems across facilities.
Furthermore, a programme of Sustainability Ambassadors in France,
which promotes best practices at the local branch level, is planned for
extension to other markets in 2026.
Our supply strategy is focused on sustainability, and on ensuring that
our suppliers share our values and commitments to high ESG standards.
In 2025 we have enhanced our supplier management system,
integrating ESG and sustainability questionnaires to ensure suppliers
disclose all relevant information. During the year, these questionnaires
were updated and enhanced, taking into account the latest regulatory
requirements such as the Deforestation Regulation.
We are continuing to work with transport and logistics suppliers to
reduce the environmental footprint of our supply chain. In 2025, our
sustainability team continued a project to analyse the
Product Carbon
Footprint
(PCF) value of our major spend items. Through collaboration
with key suppliers we have now been able to estimate the total product
carbon footprint for items supplied through our central supply chain
in Europe. The next step is to set reduction targets and widen scope
outside of central supply. In total, 767 PCFs have been received from
suppliers, as well as further detailed documents on life cycle reports
and steps suppliers are taking to reduce their environmental impact.
Finally, the Company recognises that achieving net zero depends on
colleague engagement. New
sustainability-focused training
modules
were added to the U+ platform in late 2024 and are being integrated
into induction training across all regions. A new
Sustainability Hub
has
been created to provide colleagues with access to sustainability data,
marketing materials and an AI agent responding to questions.
Find out more
Suppliers, page 52
2020
162
923
1,664
2,296
2,736
17
ULEV
Hybrid
195
330
666
1,018
145
728
1,334
1,630
2021
2022
2023
2024
1,718
3,620
1,479
2025
2,141
ULEVs are plug-in electric vehicles – less than 75 grams of CO
2
per km driven.
Hybrids are non-plug hybrid electric vehicles, classed as LEVs – less than 100 grams of CO
2
per km driven.
All ULEVs and hybrids – under 100 grams so all are classed as LEVs.
Environment
Growth of LEVs
Rentokil Initial plc
Annual Report 2025
57
Strategic Report
Other Information
Financial Statements
Corporate Governance
The Task Force on Climate-related Financial Disclosures’ (TCFD)
recommendations set out an important framework for understanding
and analysing climate-related risks, and Rentokil Initial is committed
to regular reporting to help communicate and track our progress.
In accordance with the UK Financial Conduct Authority’s Listing Rule
6.6.6 (8), we confirm that the business is consistent with the TCFD
recommendations and 11 disclosures and considered the updated TCFD
Annex guidance. We have responded to these in this report on pages
58 to 65, alongside cross-references to where additional disclosures
can be found.
These disclosures are also made under sections 414CA and 414CB of
the Companies Act 2006.
Our focus is to implement, embed and track progress at an operational
level in each country against our target to achieve net zero emissions
by the end of 2040. Details of our 2025 activities can be found on pages
56 to 57.
During the year, we acquired 36 businesses with revenues of $63m
in the year prior to purchase.
Responsible Business
continued
Task Force on Climate-related Financial Disclosures
Climate-related governance
We govern climate-related risks and opportunities across both our Board and executive management levels. Our Board is responsible for
reviewing the risks, opportunities and recommendations identified at management level, and responding by setting the strategy to create
long-term value and sustainability. Our management is responsible for the day-to-day implementation of strategy, the monitoring of progress
against targets and the identification of emerging risks and opportunities. The graphic below lays out the structure of our climate-related
governance.
Group Risk Committee
Comprising the Chief Financial
Officer and six other functional
executives, it reviews the
internal control environment
and emerging risks, and
considers internal policies and
procedures for identifying,
assessing, and reporting risks,
meeting quarterly. Details of
its discussions are reported
to the Audit Committee.
Chief Executive
Our Chief Executive is
responsible for ensuring
effective leadership and
day-to-day running of the
Company. As part of this,
he is responsible for setting
and executing strategies,
identifying and managing risks
and opportunities to achieve
the strategy, and promoting
the Company’s responsible
business agenda.
Chief Procurement and
Sustainability Officer
Our Chief Procurement and
Sustainability Officer leads the
Global Procurement, Safety,
Technical, Supply Chain, and
Logistics functions, working
closely with the regional
and functional teams to
drive the environmental and
sustainability agenda across
the Group.
Board
The Board has responsibility
for oversight of the long-term
climate change strategy
of the Group, including
climate-related opportunities
and risks.
The Board oversees these risks
through the Audit Committee.
Regional/SHE Management
Consolidates and assesses
country-level risks and
opportunities, drives regional
mitigation actions,
and oversees performance
through a monthly review
process.
Country Management
Reviews and assesses
climate-related risks,
implements country-level
mitigating actions, and
monitors their effectiveness
on an ongoing basis.
Operational Unit Management
Identifies local climate-related
risks and opportunities as part
of day-to-day operations and
maintains corresponding
mitigating actions and business
continuity plans.
Environment Steering
Committee
Comprising senior regional
and functional leaders, the
Environment Steering
Committee defines and reviews
the Company’s environmental
policies and procedures,
monitors performance through
monthly regional reviews,
and oversees Group-level
mitigating actions delivered
through eight specialist
environmental workstreams.
TCFD index
Governance:
pages 58 and 59
Risks and opportunities:
pages 60 to 62
Risks and Uncertainties:
page 68
Climate-related strategy
pages
60 and 61
Plan and targets:
pages 62 and 63
Transition plan:
pages 56 and 63
Metrics:
pages 64 and 65
Audit Committee
The Audit Committee has
responsibility for considering
climate change risks. It
monitors the assessment of
risks and opportunities, and
approves the processes for
both SHE and business
continuity risks, considering
these twice each year.
58
Rentokil Initial plc
Annual Report 2025
Board oversight
The Board is responsible for overseeing the long-term climate change
strategy for the Group, which includes oversight of climate-related risks,
opportunities and impacts. In 2025, Safety, Health, and Environmental
(SHE) updates were considered at each meeting of the Board, with
specific focus on the following:
• In February, the Board noted a summary of the environmental and
social content proposed for inclusion in the Company’s Responsible
Business Report;
• In July, the Board received an update on ESG and sustainability,
including recent regulatory changes and their impact on the wider
ESG and sustainability strategy; and
• In December, the Board received an update on culture and workforce
engagement, and on ESG and sustainability reporting.
Discussions included the Company’s longer-term sustainability
approach, progress and priorities, and climate risks and opportunities
including changes to proposed regulations, the move to more
sustainable fumigation, fleet transition, and the development of more
sustainable products and services.
Following direction from the Board, during the year, the SHE team has
evaluated and determined the most suitable ESG reporting software
system to manage the data across the Company. During November
2025, the preferred system and implementation plan was approved
and this will significantly enhance reporting capabilities and provide
competitive advantage in dealings with clients.
Engagement continued in 2025 with our key stakeholders, particularly
colleagues, customers, suppliers, shareholders and analysts, about our
environmental and social plans, progress and targets.
The Board is supported by the Audit Committee, which has
responsibility for considering climate change risks:
• In February, the Audit Committee approved the disclosures relating
to climate change within the 2024 financial statements. This included
a review of management’s assessment of climate change’s physical,
societal, and legislative impacts on the assets and trading of the
Group; and
• In December, the Audit Committee also approved the process the
Group had undertaken to identify the key risks facing the Group during
2025. The key risks included one in respect of safety, health,
environment and sustainability.
Find out more
Audit Committee Report, pages 99 to 106
Role of management
Our Chief Executive has overall accountability for the organisation’s ESG
agenda and is supported by the Chief Procurement and Sustainability
Officer and wider management team. The Group’s Executive Leadership
Team (ELT) and Group Leadership Forum (GLF) meetings have Safety,
Health and Environment as the first item on every agenda. One of the
ongoing environmental topics is vehicle emissions intensity. For our 25
largest operations, the vehicle fuel efficiency performance for each
country (1,000 litres of fuel used, per million of revenue in local currency)
is tracked against the prior year.
Each of our regions, overseen by a regional executive, has developed
sustainability initiatives in line with our overall Group net zero target.
They are reviewed quarterly with the Chief Executive (e.g. safety,
fumigation, etc.) with deep-dive sessions every six months.
Our Corporate Compliance curriculum is mandatory training for
all managers within 60 days of hire or promotion to Work Level three.
This includes Code of Conduct training, which reinforces the Company’s
commitments, including environmental matters.
We also conduct a range of SHE training, which includes our Pink Note
Training. This covers training on the safe use and control of the quantity
of chemicals – helping us to reduce our use of climate-impacting
substances.
Executive reward is linked to our ESG priorities through the Performance
Share Plan (PSP) awards, which are measured against seven
performance conditions, including Sales and Service colleague
retention, customer satisfaction, and vehicle fuel intensity.
Since 2018, Rentokil Initial has been supporting climate change charity
Cool Earth in its efforts to protect endangered rainforests in Papua New
Guinea, the Congo Basin, and the Peruvian Amazon to safeguard their
rainforest communities and fight the climate crisis. Together, we are
supporting 40 locally led projects that protect the rainforest by ensuring
those who live there can make an income.
Cool Earth’s activities align with the United Nations 2030 Agenda for
Sustainable Development, including the 17 Sustainable Development
Goals (SDG), and it has closely aligned its programme activities with
Rentokil Initial to 11 of these goals and their targets. Cool Earth is
working with Rentokil Initial to invest in the practical realisation of
high-level, ambitious SDGs at a local scale to deliver emissions
reduction achieved by rainforest protection. See page 53.
Task Force on Climate-related Financial Disclosures
Rentokil Initial plc
Annual Report 2025
59
Strategic Report
Other Information
Financial Statements
Corporate Governance
Potential climate-related risk
Overall risk likelihood and potential severity
Potential financial impact
Potential physical risks
(medium–long term)
Loss of physical inventory
from floods, wildfires, or
other climate disasters.
We do not see a material risk in the types of inventories we use being impacted. There is
a risk that storage of our physical inventories could be impacted. However, stock-holding
locations are small and immaterial, meaning that the severity of this risk is low. Stocks are
typically held locally, close to technicians and customers.
No material financial impact,
but on a local level some loss
of stock.
Loss of building and
infrastructure assets from
flood, wildfires, or other
climate disasters.
Our cost base is predominantly colleague-based and not dependent on significant
assets (e.g. large manufacturing plants) or complicated supply chains. In addition,
most of our buildings are leasehold, so we have the option to relocate over time.
No material financial impact,
but some disruption on a
local level.
Physical events such
as floods, wildfires, or other
climate disasters destroying
material value assets.
Most of the assets used for generating revenue (equipment for rental) are low-value
assets, meaning that the severity of this risk is low. The geographical spread of these
assets means that we do not face the risk of physical events, such as floods or wildfires,
destroying material value assets. Physical risks have a low likelihood of resulting in a
material risk to asset valuation at a Company level due to distribution of properties
across the globe.
No material financial impact.
Potential transition risks
(medium–long term)
Possibility of increased or
changing legislation related to
climate change, in the fields
of worker safety, vehicle use,
and property maintenance.
It is of a medium likelihood that over time legislative (e.g. carbon pricing) or societal
changes will impact our customers and the sectors that they operate in.
Should this risk materialise,
this could have a material
impact.
Cost and productivity impact
of transitioning to a lower
emission fleet of vehicles.
While the fleet of vehicles we have today is typically internal combustion engine-
powered, we have continued to make positive progress in the transition to LEVs which
emit under 100 grams of CO
2
per km driven (see chart on page 57). We aim to reach
100% LEVs in line with our goal of reaching our net zero target by 2040. However,
due to the current slow implementation of LEV availability and charging infrastructure
availability in many markets, there may be challenges in achieving this target. During
the year, in the UK and Europe, we reached 12.5% of our fleet as ULEVs (emit under 100
grams of CO
2
per km driven), ahead of our 2025 target of 10%. If we were to move fully
to LEV/ULEVs in the short to medium term, this would have a large impact on cost and
productivity. However that is not our strategy.
The cost of our fleet
transition remains within our
existing operational budgets.
Failure to decarbonise our
operations resulting in
reputation and brand
damage.
Rentokil Initial has a robust net zero transition strategy and plan in place, allowing us to
make regular progress towards decarbonising our operations. This means that this risk
is of a low likelihood. However, should it occur, the severity of the risk would be medium
to high.
Should this risk materialise,
this could have a material
impact.
Potential adaptation risks
(medium–long term)
Failure to adapt operations
to climate change impacts –
localised flooding and higher
temperatures.
Rentokil Initial has robust business continuity plans in place. The vast majority of
properties are leasehold, allowing us to move in a timely manner should a localised risk
increase. Our operational policies and infrastructure, products, and services continue
to operate effectively in countries which already have very high temperatures, such as
those in MENAT.
Should we fail to adapt, we
would expect potential loss
of revenue and increased
operating costs locally to not
be material.
Note: Short term is up to three years; medium term is four to 10 years; long term is 10 years plus, taking into consideration vehicle and property
leases, and workstream decarbonisation plans.
Climate-related strategy
Climate-related risks
For details on our process for managing risk across the business, including risk identification, assessment and management, see our risk
management process on page 62.
Responsible Business
continued
Task Force on Climate-related Financial Disclosures
60
Rentokil Initial plc
Annual Report 2025
Climate-related opportunities
Rentokil Initial continues to develop sustainable solutions, such as PestConnect for rodent control and Lumnia for flying insect control. Opportunities
to differentiate our services as sustainable will become increasingly important to customers of all sizes. To support this, we are launching an ESG
hub. This enables teams across the world to access the knowledge and tools available to offer the most appropriate and sustainable solutions
to address the needs of our customers.
Potential climate-related opportunity
Overall opportunity likelihood and potential severity
Potential financial impact
Increasing urban pest
populations (medium–long)
Various independent research articles link climate change to the increasing spread of
pests and longer breeding seasons, across countries and regions.
Increased revenue.
Lead in sustainable innovation
(short–medium)
The Company leads in innovation and digital in pest control, which also increases
efficiency and reduces cost. We focus our pipeline of innovations and digital projects to
add sustainability benefits.
Increased revenue and lower
operating costs.
Attract and retain customers
(medium)
Through the successful decarbonising of our operations and services, we will increase
our market differentiation and better support customers’ needs to make their supply
chain and their own workplaces more sustainable. Our resilient multi-local operations
and proven business continuity processes deliver increasing confidence to customers
that services will be maintained, particularly high-dependency food and pharmaceutical
customers.
Increased revenue.
Sustainable fumigation (short–
medium)
Working with global partners to substitute relevant fumigation services with more
sustainable alternatives.
Increased revenue and lower
operating costs.
In 2020, we developed a business-wide operational strategy for
climate-related environmental sustainability, and 2025 has seen us
continue the execution of our ambitious plans as we transition to a more
sustainable way of working. This is fully aligned with our strategy and
business model (see pages 16 to 19), has clear deliverables, and is one
of the ways in which we deliver with impact our mission of Protecting
People, Enhancing Lives and Preserving our Planet. Our environmental
strategy is aligned with the climate-related risks and opportunities that
we have identified and discussed previously. The financial impacts of
these are considered by our management forums and incorporated into
operational plans.
Climate-related scenarios
Our strategy is underpinned by an analysis of three climate scenarios.
In 2021, a specialist consultancy conducted an assessment of each
scenario, adopting a data-driven approach to identify and analyse
physical climate risks facing our operations and how those risks may
manifest differently in each scenario. The study identified risks and
how those risks may manifest differently under emissions scenarios
to 2045 (representing average conditions projected for 2031–2060):
RCP2.6, RCP4.5 and RCP8.5. These RCPs (representative concentration
pathways) represent three potential trajectories of global emissions set
by the Intergovernmental Panel on Climate Change.
The physical risk survey was conducted across 16 climate risk areas,
both acute and chronic. Acute risks are typically high-magnitude/
severity events that occur over a short period of time, while chronic
hazards are those that typically occur over a prolonged period.
The results, across all three scenarios, reinforced that, while physical
impacts do occur, the overall risk to the wider business was localised,
with most properties and customer bases not being at direct risk.
It found that the majority of risk, such as the increased threat of heat
stress, would fall on colleagues, and will require the Company to provide
mitigations in the field.
Details on our KPIs can be found
on pages 22 to 25
The study’s conclusions have supported the Company’s preparation
of similar measures that could be introduced elsewhere across the
globe as required. Our analysis and conclusions remain current for this
reporting period and materiality is unchanged.
An internal climate change report was also developed, analysing the
potential financial risks to the wider Company. This report found minimal
to moderate risk to the Company as an ongoing venture, with any
potential effects having little disruption to our global operations.
In addition, we have undertaken double materiality assessments of
our main business categories and continue to assess material topics
in preparation for the additional sustainability reporting requirements
that are due in the coming years.
Operational resilience
The Company has a very disaggregated customer base, both
geographically and across many sectors, with low average contract
values. We are not exposed to significant climate change risks in our
customer base over the short to medium term.
As we continue to experience and observe the emerging effects
of climate change, we are taking the appropriate steps to respond.
This includes a variety of mitigations across our business to minimise
the impacts upon our colleagues, customers and the communities
and environments in which we operate.
New product development
We take climate-related resilience into account as part of our new
product development. This includes considering temperature and
humidity. We test in the majority of regions to ensure that we cover
as many extremes as possible. We also have cold- and hot-temperature
cabinets at our Technology Centre where we undertake validation
testing, to rigorously stress-test products. For example, Eradico,
our rodent control unit, is highly durable and able to withstand
temperature extremes.
Task Force on Climate-related Financial Disclosures
Rentokil Initial plc
Annual Report 2025
61
Strategic Report
Other Information
Financial Statements
Corporate Governance
Transition monitoring
Rentokil Initial continues to monitor local legal changes to ensure that
we continue to remain fully compliant with all local, regional and national
regulations. City-based vehicle charging is also monitored, and we
analyse the availability of low-emission vehicle charging infrastructure
and the suitability of LEVs to meet the needs of our local operations.
Our local teams continue to monitor their markets and maintain
engagement with customers.
Climate-related risk management
Our climate-related risk management approach is embedded as part of
our overall organisational risk management process. For more details on
this approach, see page 60. Climate risks are included in our principal
risks under ‘Safety, health and environment (SHE) and sustainability’
(see page 75). Our principal SHE operational risk has an overall medium
risk and is stable.
Our operational and functional teams are responsible for identifying
and analysing climate-related risks. For example, our supply chain
and procurement teams identify risks related to supply resilience
and materials access, while our country and product regulatory teams
identify risks related to new laws and regulations.
We are regularly reviewing our climate-related risks to ensure that we
have identified and assessed the relevant risks and opportunities.
In 2024, we undertook an in-depth process of identifying and assessing
climate risks and opportunities as part of our double materiality process
in preparation for reporting against CSRD. This involved mapping
impacts and opportunities, impact drivers, underlying capital
dependencies and time horizons. A key component of this process was
the mapping and validation workshops, which included the validation
of impacts, risks and opportunities that had already been identified
and worked on, further identifying any additional or new risks that are
potentially material for the business.
The workshops were conducted with relevant internal stakeholders
at Rentokil Initial, representing different business lines and relevant
functions. We assessed the risk by evaluating the severity and likelihood
with subject matter experts. We also assessed the financial materiality
using the assessment scales for size of financial effect and likelihood,
to assess materiality of risks and opportunities arising from the various
sustainability topics, including climate. The Company is continuing
to review regulatory requirements.
Risks and opportunities are discussed at the relevant Boards –
Category Boards, and the Executive Leadership Team and the Board.
Annually, we update the Audit Committee on any changes in the
assessment of climate change, physical, societal, or legislative impacts
on the assets and trading of the Company. Our methodology to
prioritising climate risks is in line with the approach on risk taken by the
Group. Determining priority of actions relating to both opportunities and
risks are considered through the numerous management structures.
These consider high-level global data and trends combined with
operational-level local data to provide evidence to assess materiality
and inform decision-making and therefore priority.
Our climate risks and opportunities can be seen in the tables on
pages 60 to 61.
Find out more: Progress on our Environmental Plan, pages 56 and 57
and Metrics on pages 64 and 65
Climate-related metrics and targets
2025 marks five years since we set our key milestones on our transition
to net zero. This follows 20 years of publishing our emissions data,
demonstrating continuous improvement to the quality and range
of our environmental reporting.
In addition, we report on a number of operational metrics in relation to
our net zero transition plan, including the number of ULEVs, emissions
reductions as a result of our renewable energy usage (tonnes CO
2
e),
and reduction in fumigation use (tonnes CO
2
e).
Our GHG emissions are derived from energy use in our properties and
vehicles. Our absolute values of tonnes of CO
2
e are reported in line
with the GHG Protocol Corporate Accounting and Reporting Standard
(revised edition). We use UK Government conversion factors for
GHG reporting and International Energy Agency (IEA) conversion
factors for non-UK electricity.
We first set an emissions target in 2012 of a 10% reduction in our
emissions intensity index by 2016, which was achieved in 2015.
Then, using 2015 data as the baseline, we set a five-year emissions
target to achieve a 20% reduction in this intensity index by the end
of 2020, which we achieved a year early.
In 2020, we set a new target to improve the emissions intensity index
by a further 20% by the end of 2025 (using 2019 data as the baseline).
As of the end of 2025, we successfully achieved this target, reducing
our emissions intensity by 21.8%. In 2026, we will review our overall
emissions footprint and look to implement further improvement targets.
Around the world, some of our operations provide customers with
fumigation services that utilise sulfuryl fluoride (SF). The use of SF is
specified as a treatment by some destination countries to prevent the
spread of invasive pests, and in the treatment of termites to prevent
structural damage to buildings. Fumigation services account for a small
percentage of our revenues. We are committed to reducing the use of
SF, finding alternative, more sustainable solutions, in line with our net
zero by 2040 target.
Emissions equivalent from SF remains consistent with the previous
year in part due market demand; usage of 1,241,065 tonnes (2024:
1,228,486). However, 2025 is a reduction of 19.4% from the peak use
in 2022 following the Terminix acquisition. These interim targets form
part of our net zero target and approach.
Responsible Business
continued
Task Force on Climate-related Financial Disclosures
62
Rentokil Initial plc
Annual Report 2025
Net zero transition plan and targets
Our pathway to net zero emissions from our operations by the end of 2040 is built around three core pillars and workstreams. Key elements
of the plan are outlined in our Environment sustainability statement on pages 56 and 57. Each year we have undertaken a programme
of bolt-on acquisitions as part of our growth strategy. We do not itemise out their impact on our total carbon footprint.
• Net zero by 2040 target established
• New emissions intensity target –
20% reduction by the end of 2025
• 162 LEVs
• Emissions intensity improvement
reached 12.1%
• Fleet transition in UK and Europe;
more sustainable fumigation
service trials under way
• Acquisition of Terminix with
c.$2bn revenues
• No change to net zero target
• Target: net zero operations
• Any residual emissions are offset
• Transition plans underway
in countries
• First renewable energy
contracts introduced
• 15.3% reduction in our emissions
intensity index
• c.8% of Europe and UK fleet
is ULEV
• Emissions from fumigation reduced
by 16%
• 17.9% reduction in our emissions
intensity index
• Emissions from fumigation
reduced by 5%
2040
2025
2024
2023
2022
2021
2020
NET
ZERO
Task Force on Climate-related Financial Disclosures
• 2025 target: reduce our
emissions intensity by 20% –
achieved
• 2025 target: 10% of Europe and
UK fleet to be ULEVs – achieved
• 3,620 LEVs in fleet
Rentokil Initial plc
Annual Report 2025
63
Strategic Report
Other Information
Financial Statements
Corporate Governance
Index of CO
2
e emissions per $m revenue
1
As at the end of 2025, Rentokil Initial has successfully achieved our target of a 20% reduction in emissions intensity against a 2019 baseline, reducing
our emissions intensity by 21.8%. This milestone reflects the progress of our sustained actions across the group to embed more sustainable practices
into daily operations, demonstrating that disciplined execution of our Environmental Plan (see page 56) can deliver measurable results. Building on
this achievement, we will use 2026 to develop and implement new targets aligned with our net zero ambition.
Five-year intensity index
2025
2024
2023
2022
2021
-21.8%
-17.9%
-15.3%
-12.1%
-9.8%
1. Index of CO
2
e emissions is calculated as an index of kilograms per $m revenue on a CER basis. It provides an accurate like-for-like performance comparison,
removing the variables of currency, divestments, and acquisitions. In 2025 we divested from our France Workwear business and have subsequently adjusted our
historical emissions to remove these operations.
Rentokil Initial (including in-year acquisitions)
Absolute values of energy and fuel-derived emissions – tonnes of CO
2
e – decreased by 1% year-on-year despite the company making 36
acquisitions with revenues of c.$63m in the year prior to purchase.
Type of scope
2025
2024
2023
2022
2021
Total Scope 1
274,988
276,099
274,616
194,259
166,853
Total Scope 2
18,149
19,898
21,133
17,549
15,049
Total Scope 3 – Category 3
74,511
75,010
74,299
52,520
44,726
Total outside scope
16,030
16,711
15,056
7,468
6,886
Total – all scopes and outside scopes (location-based)
383,678
387,718
385,104
271,796
233,514
Total Scope 2 market-based emissions reduction
2,459
2,543
2,006
1,773
1,295
Total – all scopes and outside scopes (market-based)
381,219
385,175
383,098
270,023
232,219
Scope 1 – emissions from our vehicles and the operation of our facilities. The majority of emissions derived from the use of petrol and diesel across our fleet,
with a small amount of gas, fuel oil, LPG and aviation fuels. Reductions in the previously reported Scope 1 emissions for 2022 are due to a review of data collection
in a few countries. Excludes fumigation-related emissions, which are not part of our 2025 intensity target (outlined above). See page 62 for details.
Scope 2 – emissions derived from the purchase of electricity. This has been split between location- and market-based to account for those operations switching
to green and renewable tariffs. Slight changes to prior-year figures are due to updates in the International Energy Agency conversion factors.
Scope 3 – includes Category 3 relating to fuel- and energy-related activities not included in Scope 1 and 2. Slight changes to prior-year figures are due to updates
in the IEA conversion factors. We continue to evaluate and build our insight about our Scope 3 emissions.
Outside scope – biogenic emissions derived from the use of petrol and diesel across our fleet.
Market-based emissions reductions – these being emissions deducted under the renewable electricity contracts we have implemented in the UK, Italy, Germany,
Greece, Portugal, Spain, Netherlands, Australia, New Zealand and India. There are four new countries included in these reductions in 2025.
Increase in 2022–2023 reflects Terminix acquisition.
In 2025 we divested our France Workwear business and have subsequently adjusted our historical emissions to remove these operations.
Responsible Business
continued
Emissions data
21.8%
reduction in CO
2
e
emissions intensity index
as at the end of 2025
2,459 tonnes
reduction in our carbon footprint
through the use of renewables
Find out more in our
Responsible Business
Report
64
Rentokil Initial plc
Annual Report 2025
Rentokil Initial has a global policy framework which underpins how we
operate. The framework includes items such as Safety, Environment,
Human Rights and Inclusion, together with the training and reporting
processes to provide assurance of the integrity of our operations.
We continue to focus on ensuring that the framework and tools are in
place and operating robustly to deliver the target level of professional
services while operating with the utmost professional integrity.
The Company has a single set of policies and Code of Conduct. During
the year, these policies were reviewed and updated.
In the Human Rights section of the Code of Conduct, we state that
we will under no circumstances make use of forced or coerced labour,
servitude or slavery and will only employ individuals who are working
of their own free will.
We are mindful modern slavery is an increasing issue globally and have
reinforced training and awareness among our colleagues. Allied to this,
as part of our risk management processes, we have conducted a
thematic audit on temporary recruitment in 12 markets where it is
estimated there is a greater prevalence of modern slavery. Draft findings
from the thematic audit discovered three temporary employees in
Indonesia that were being asked to work excessive levels of overtime.
This arrangement was by mutual consent, but has been stopped due
to the increased health and safety risk.
Corporate Sustainability Reporting
In 2025, the European Union delayed the introduction and altered the
scope of the Corporate Sustainability Reporting Directive (CSRD).
Reporting will commence in 2028 for Financial Year 2027.
As a result, we continue to consider the developing guidance and
advice from corporate advisors.
Rentokil Initial recognises that double materiality, as required under
CSRD, is key to underpinning our responsible business approach.
This refers to sustainability-related impacts, risks and opportunities for
a company. The CSRD defines it as comprising impact materiality and
financial materiality. We continue our assessment of the applicability
of CSRD and the associated requirements.
During the year, the Board approved the implementation of a new ESG
platform which will consolidate all sustainability data, enabling reporting
by country and ensuring Rentokil Initial is well placed to meet both
existing and future statutory disclosure requirements, such as CSRD.
This platform is being implemented during 2026, with data migrated
from other existing systems, and will report in accordance with the
corresponding material topics in 2027.
In addition, we have identified statutory disclosure requirements in
California and the UAE relating to emissions. These will be included
in the scope of the new ESG platform.
In 2025, renewable energy contracts across the Group contributed
to a reduction in our carbon footprint of 2,459 tonnes. Alongside this
transition, we continue to invest in improving the energy efficiency
of our properties through a range of measures, including:
• Installing LED lighting in branches and warehouses, and solar panels
where feasible, particularly across our operations in Asia, Latin
America, Europe, and at our Global Head Office;
• Implementing motion-sensor systems for lighting, heating, and air
conditioning to ensure systems switch off automatically when not
in use;
• Introducing more energy-efficient equipment and systems across
our facilities; and
• Purchasing renewable electricity where it is available and
commercially viable.
Emissions data
Governance
Rentokil Initial: UK and global energy consumption
1
Since 2018, we have also reported our energy consumption and the UK operations’ percentage. In 2025, global energy consumption was
1,272,374 MWh, with the UK and offshoring representing 72,004 MWh or 5.7% (2024: 6.0%).
Energy MWh
2025
2024
2023
Source of energy
Group
UK and
offshore
Group
UK and
offshore
Group
UK and
offshore
Direct GHG emissions
1,222,731
67,655
1,232,289
73,124
1,221,668
68,015
Indirect GHG emissions
49,643
4,349
50,282
4,423
53,438
4,482
Totals
1,272,374
72,004
1,282,571
77,547
1,275,064
72,497
1.
Our total energy consumption is calculated using electricity purchased (MWh) and fuel volumes converted to MWh using the UK government greenhouse gas
(GHG) conversion factors for company reporting. Direct GHG emissions relate to fuel combustion and operation of any facility. Indirect GHG emissions relate to the
purchase of electricity, heat, steam or cooling.
Rentokil Initial plc
Annual Report 2025
65
Strategic Report
Other Information
Financial Statements
Corporate Governance
Section 172(1) Statement
Section 172(1) of the Companies Act aims to ensure that the board
of directors of a company has a comprehensive understanding of
its key relationships with a broad range of interested groups, such
as employees, suppliers, and customers, and that there is consideration
of the impact on both internal and external stakeholder interests
in order to secure the company’s long-term success.
This section sets out how our Board of Directors (the Board), both
individually and collectively, have paid due regard to these factors
during 2025 when undertaking the duties set out under section 172(1),
and where key disclosures in respect of each of the section 172(1)
matters can be found.
The sections of the Corporate Governance Report on pages 91 to 94
expand upon the Board’s activities and principal decisions in 2025 and
evidence how the Board considered the impact of its decisions on the
factors set out in section 172(1). These pages are incorporated by
reference into the Strategic Report.
Our stakeholders
We identify our key stakeholders as colleagues, customers, shareholders,
communities, and suppliers. We classify the environment as strongly related
to communities and so often consider them together. We also recognise the
broadening impact the environment has on all our identified stakeholders
and its increasing importance to areas of our business operations.
In discharging its section 172(1) duties, the Board has had regard to
these key stakeholders and the associated impacts, although some
factors may have been more relevant than others, depending on
the nature of the matter under consideration. Where appropriate, the
Board also gave consideration to other factors or interested parties
relevant to the decision being made, such as regulators, industry
bodies, or other business relationships.
You can read more about how the Board and the Company engage with
and respond to the interests and needs of our key stakeholders in the
Corporate Governance Report on pages 95 to 98.
Our strategy
Board decisions and actions are aimed at creating long-term value
for our shareholders through our sustained economic success while
furthering the Company’s mission of Protecting People, Enhancing Lives
and Preserving our Planet. The Board agenda is designed to ensure
that key strategic priorities are captured and considered throughout
the year, with an in-depth review of the longer-term direction of the
business undertaken as part of its annual strategy day sessions.
The Board and Committee paper templates encourage paper authors
to consider and highlight the impact on the Group’s stakeholders of the
matters covered, and management ensures that sufficient information
is provided to enable the Board to make informed decisions on any
impact to stakeholders. Details of how our Board operates and the way
it reaches decisions, including the matters discussed and debated
during the year, can be found in the Corporate Governance Report.
When considering the needs of relevant stakeholder groups, conflicting
requirements inevitably arise and in those circumstances we aim to make
judgements that balance and serve the long-term interests of the
stakeholders. We acknowledge that not every decision the Board makes
will necessarily result in a positive outcome for all stakeholders. However,
by considering key stakeholder groups and aligning our activities with our
strategic plan, as well as the Company’s culture and values, we aim to act
fairly, transparently, responsibly, and in the best interests of the Company
over the long term.
In making their decisions and choices, and in setting policies and strategy,
our Directors also consider any associated risks when discharging their
duties. Maintaining effective systems of risk management and internal
control, reviewing and mitigating our principal risks, and identifying
emerging risks all help underpin the Group’s overall strategy and allow
the Board to have regard to factors that could affect stakeholder
relationships and their impact on our long-term success.
Our responsible business
Our reputation is of utmost importance to our business’s success,
as we rely on customers’ satisfaction and the continued investment
of shareholders. The Group’s culture model includes our mission and
values, along with our five core culture themes: customer focused,
commercial, belonging, down to earth, and innovative. The Board
monitors our culture, recognising the important and evolving role it plays
in driving behaviours that bring the business sustainable long-term
success. Our comprehensive set of policies and procedures drive high
standards of professional business conduct, including embedding
adherence to our Code of Conduct. We strive to act fairly and
transparently between stakeholders of the Company at all times.
Section 172(1)
Relevant disclosure
The likely consequences
of any decision in the
long term
• Our Business at a Glance: pages 6
and 7
• Our Strategy and Business Model:
pages 16 to 19
• Our Businesses: pages 26 to 33
• Dividend policy: page 20
• Responsible Business: pages 48 to 65
• Viability Statement: page 76
• Board activities: pages 91 to 93
The interests of the
Company’s employees
• Our Business at a Glance: pages 6
and 7
• Our Strategy and Business Model:
pages 16 to 19
• Responsible Business: pages 48 to 65
• Non-Financial and Sustainability
Information Statement: page 67
• Board activities: pages 91 to 93
• Our Stakeholders: pages 95 to 98
• Directors’ Remuneration Report:
pages 113 to 139
The need to foster business
relationships with suppliers,
customers, and others
• Our Business at a Glance: pages 6
and 7
• Our Strategy and Business Model:
pages 16 to 19
• Responsible Business: pages 48 to 65
• Non-Financial and Sustainability
Information Statement: page 67
• Our Stakeholders: pages 95 to 98
The impact of the
Company’s operations on
the community and the
environment
• Responsible Business: pages 48 to 65
• Non-Financial and Sustainability
Information Statement: page 67
• Our Stakeholders: pages 95 to 98
The desirability of the
Company maintaining
a reputation for high
standards of business
conduct
• Corporate Governance: pages 78 to
139
• Non-Financial and Sustainability
Information Statement: page 67
The need to act fairly as
between members of the
Company
• Our Strategy and Business Model:
pages 16 to 19
• Board activities: pages 91 to 93
• Our Stakeholders: pages 95 to 98
We report here on how our Directors have performed their duties under
section 172(1) of the Companies Act 2006 (the Companies Act).
66
Rentokil Initial plc
Annual Report 2025
Non-Financial and Sustainability Information Statement
This table and the information incorporated by reference constitutes the Company’s non-financial and sustainability information statement as
required by sections 414CA and 414CB of the Companies Act 2006. We have made climate-related financial disclosures for the year ended
31 December 2025 which are compliant with section 414CB (2A): (a) pages 58 and 59 –
Climate-related governance
; (b), (c) pages 60 to 62 –
Climate-related risk management
; (d), (e), (f) page 60 and 61 –
Climate-related strategy
; and (g), (h) pages 62 and 63 –
Climate-related metrics and
targets
.
You can find further details throughout the Responsible Business section on pages 48 to 65. You will find details of our strategy and business model
on pages 16 to 19, our Key Performance Indicators on pages 22 to 25, and our principle risks on pages 70 to 75.
Our key policies are published on our website at
rentokil-initial.com/responsible-delivery
.
Our approach and key policies
Outcomes of policies
and impacts of activities
More information
Environmental matters
Rentokil Initial recognises the responsibility we have in protecting the environment and managing
climate-related risks and opportunities. We are on a journey toward our target of net zero emissions by
the end of 2040 and have a clear strategy in place to help us achieve this. Our environmental strategy
consists of three core pillars: Sustainable Solutions, Sustainable Operations, and Sustainable Workplace.
Within these pillars it addresses key components of our business, including: Chemicals, Consumables,
Hardware, Waste, Mobility, Supply Chain, Properties, and Culture.
Our
Code of Conduct
states that all our colleagues must conduct their work in a way that complies with
environmental laws and minimises any adverse effect on the environment. Our
Environmental Policy
sets out our commitment to carrying out our business in an environmentally responsible way.
We expect our suppliers to adopt a similar approach to us in protecting the environment. As a minimum,
our
Supplier Code
requires that they comply with applicable laws and respect the environment in work-
related activities, on any of our premises, our customers’ premises and sites, and their own premises.
The Chief Executive has overall responsibility for managing climate-related risks and opportunities within
the Company, supported by oversight of the Board and the work of the Executive Leadership Team.
Further information on our climate-related risks and opportunities can be found in our TCFD Report.
21.8% reduction in
our five-year
emissions intensity
index vs. our target
of 20%.
We seek to help
mitigate our carbon
emissions through
our partnership with
Cool Earth.
Environmental matters,
pages 56 and 57
TCFD, pages 58 to 63
Risk management, pages
68 and 69
Audit Committee Report,
pages 99 to 106
Corporate Governance,
pages 78 to 139
Principal risk:
Safety, health,
environment (SHE) and
sustainability
Colleagues and social matters
We aim to be an Employer of Choice and our c.63,400 colleagues are integral to our business model.
Our
Code of Conduct
sets out our Group standards and applies to everyone at Rentokil Initial. It includes
sections on health and safety, equality and fairness, human rights, and protecting personal information.
There is nothing more important at Rentokil Initial than ensuring everyone goes home safely at the end
of their working day. Our approach to making sure this happens is set out in our
Code of Conduct
and
our
Health and Safety Policy
.
We aim to be an inclusive employer and our policies include a
Group Inclusion Policy
and
Dignity at
Work & Human Rights Policy
.
Our mission is to protect people, enhance lives, and preserve our planet. As well as making a meaningful
contribution to the economy, we aim to support the communities in which we operate and where our
colleagues live. As detailed in our
Code of Conduct,
we make corporate donations and raise funds for
various charitable causes and operate a matched-giving scheme to support colleagues’ efforts.
Corporate Compliance courses are mandatory training. Completion is mandatory for all managers (work
level 3+) within 60 days of the original hire date, or promotion to work level 3. In December, content
completions on U+ were at 4.49 per active user with safety and winter awareness training continuing to
be the most popular modules.
0.28 Lost Time
Accident rate in
2025.
5.65 Working Days
Lost rate in 2025.
32% of our senior
management are
female.
$562,000 donated
to charities in 2025
(excludes donations
in kind and product).
Colleagues, pages 51 and
52, and our engagement
with communities, page
53 to 55
Principal risks:
Safety, health,
environment (SHE) and
sustainability; failure
to deliver consistently
high levels of service
to the satisfaction of
our customers
Respect for human rights
We support the rights of all people as set out in the Universal Declaration of Human Rights. Our
Dignity
at Work & Human Rights Policy
outlines the human rights principles that reinforce colleagues’ expected
behaviour in respecting the human rights of colleagues and business partners.
As detailed in our
Code of Conduct
and our
Supplier Code
, we will only employ individuals who are
working of their own free will, and we have a zero-tolerance approach to child labour, bonded labour,
or other forms of slavery in any part of our business or our suppliers.
The majority of revenue earned by our business is through route-based service activities carried out by
full-time employees of the Company and therefore under our direct control. We mandate the highest
employment standards in all countries of operation, as outlined in the
Code of Conduct
. Products are
sourced from suppliers that are robustly audited before being commissioned (see our
Modern Slavery
Statement
for more information).
No human-rights
violations were
identified in 2025.
We publish a Modern
Slavery Statement
each year, which
is available on our
website.
Our Code of Conduct and
Supplier Code, pages 84
and 52
Principal risk:
Breaches
of laws or regulations
Anti-corruption and anti-bribery
We expect our colleagues to maintain the highest standards of conduct and act with integrity at all
times. Anti-bribery and corruption policies and controls are addressed within the
Code of Conduct
and
a separate
Anti-Corruption Policy
, and these are reinforced by mandatory online training, reviews and
supplier audits, tracking registers, and our ethics reporting system, Speak Up.
c.5,700 Core
Corporate
Compliance
training courses
were completed by
colleagues in 2025.
Policies and practices,
page 85
Principal risk:
Breaches
of laws or regulations
Colleagues
Shareholders
Customers
Communities
Suppliers
The icons used above correspond to our stakeholder groups as set out on pages 95 to 98.
Rentokil Initial plc
Annual Report 2025
67
Strategic Report
Other Information
Financial Statements
Corporate Governance
Risks and Uncertainties
How the business manages uncertainty and risks
Purpose
To establish a Group-level approach to manage risk, protect assets,
safeguard reputation, maintain resilience, and enable compliance.
The framework ensures that risk management is linked to business
opportunities and risks, helping colleagues to make decisions that
support the Group’s strategy and goals.
Risk management activity
Group Risk Committee
The Committee assists the Executive Management Team in fulfilling
its risk management responsibilities. The Committee also supports
the Audit Committee (and, in turn, the Board) with its oversight
responsibilities of establishing, reviewing and monitoring the
effectiveness of the Company’s system of risk management, and the
processes for compliance with laws and regulations. The Committee
meets regularly to consider risks, and copies of the minutes of the
Committee are shared with the Audit Committee.
Group policies
The Company maintains a suite of Group policies with assigned owners
and defined review frequencies. Group policies are accessible to all
colleagues. Specific policies related to the risk management process
cover Culture and Governance, Compliance, Environment, Health and
Safety, and Operational procedures.
Process
The Group’s approach to risk management is structured into four
phases: identification, categorisation, mitigation and monitoring.
Defined formal risk management activities are mapped to these
phases with clear ownership, and associated internal controls are
embedded within the risk management activities.
Criteria have been defined to enable assessment of the effectiveness
of the risk management and internal control process. There is a
governance structure that establishes the policies and procedures
that define the process for risk identification and monitoring.
1. Risk identification
Identifying potential risks that
could impact the business
2. Risk categorisation
Categorisation of identified
risks
4. Reporting and monitoring
Ensures that the risk
environment and the
effectiveness of mitigation
strategies are periodically
tracked, reviewed, and
appropriately reported
3. Risk mitigation
Documenting mitigation
actions and controls
Risk
management
approach
Phases
Group risk register
The Company maintains a formal risk register with input from country,
regional, and functional management. The register is centrally held,
periodically updated, and reviewed by members of the Group Risk
Committee. The register categorises the individual risks, documents the
mitigating actions and maps them to the principal risks and the Internal
Audit Plan. The register also tracks the risk trends and new/emerging
risks, determines if the risk is mitigated or accepted by the Company,
and includes an assessment of the likelihood and impact at a
summary level.
Fraud risk assessment
The Company completes a fraud risk assessment to identify potential
significant exposures to fraud risk. The risks identified are mapped to
controls within the framework and reviewed against the risk register
and the Internal Audit Plan. The results are communicated to the
business via the Finance Leadership Team.
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Annual Report 2025
Assurance of risk management and internal
control
Assurance criteria
Management has defined the following criteria for assessing
risk management and internal control assurance:
• Evaluating the comprehensiveness of risk identification
and assessment
• The design and operational effectiveness of controls
• The presence of a strong ethical culture and governance
• Reporting and monitoring
• Evidence of continuous improvement and adaptation to change
Our risk consolidation process
Governance
• Oversight via Audit Committee and Board
meetings
• Approval of risk process annually
• Review of Group Risk Committee minutes
• Review of Group strategy annually
Reporting and
monitoring
Categorisation
Identification
and mitigation
• Consolidation and assessment of country risks
• Regional mitigation actions and operational
priority definition
• Second line of defence, internal monitoring
and oversight functions
• Functional risk identification and assessment
• Monthly performance review process
• Coordinate risk identification, reporting,
and governance activity via a central risk
register updated annually
• Assessment and categorisation of risk
• Group mitigating actions
• Define/review Group policies and
procedures annually
• Review and update Group strategy annually
• Monitoring via regional monthly performance
reviews
• Review and assessment of local risks
• Country-level mitigating actions
• Monitoring via monthly business unit reviews
• First line of defence manages local risk
identification as part of day-to-day operations
• Local mitigating actions as part of day-to-day
operations
Regional
Management
Country
Management
Operational
Unit
Executive
Management
Functional
Management
Group Risk
Committee
Board
Audit Committee
Internal Audit
function
Emerging risk – Identification and escalation
Internal audits & second line – Compliance verification
Rentokil Initial plc
Annual Report 2025
69
Strategic Report
Other Information
Financial Statements
Corporate Governance
Risks and Uncertainties
continued
Principal risks and risk profile
The Group’s business model remained broadly the same in 2025 as in
previous years. It incorporates a number of elements that moderate the
risk profile of the Company:
• Clear and simple geographic model: Our decentralised model has
single-country management teams leading integrated operations,
with combined back-office functions underpinned by shared systems.
• Low capital intensity and high portfolio retention rates: Our categories
exhibit strong defensive qualities, and require minimal upfront
investment.
• Local market operations: The limited dependency on cross-border
flows of people or products reduces the impact of geopolitical risks,
and foreign exchange risk is muted since revenue is earned and costs
are incurred in local currency. There is natural resilience to fluctuations
in market dynamics in individual markets, and geopolitical and trade
risks due to our local market operations.
The Group’s overall risk management approach is designed to provide
reasonable, but not absolute, assurance across the Group that risks are
being effectively identified and robustly managed.
The Board is satisfied that, through the processes set out above, it is
able to effectively identify and manage risks. The Board is further
satisfied that the responsible managers have the necessary skills and
expertise to ensure that the relevant risk management processes and
control systems are in place and fully operative. The Board relies on the
assurances provided by management and Internal Audit through
periodic reports presented to the Board and Audit Committee.
Using the process set out above, the Board confirms that it has
undertaken a robust assessment of the principal risks which may impact
or otherwise threaten the delivery of the strategy and the long-term
viability of the Group. In addition, the Board has assessed the
identification and assessment of emerging risks, and is satisfied
that appropriate mitigation plans are in place for both emerging and
principal risks.
Full details of our financial risks can be found in Note C1 on pages 181
and 182. The exact financial impact of one or more of our principal risks
materialising will depend on the precise operational impact of the risk,
its interaction with other risks, and whether mitigating actions are
successful in reducing the overall financial impact. The Group is
exposed to other risks and uncertainties related to environmental,
political, social, economic, and employment factors in the territories
in which we operate. Additional risks and uncertainties not presently
known to management or deemed to be of lower materiality may, if they
manifest themselves, have an adverse impact on the Group’s growth,
profitability, cash flow, and/or net assets.
Risk by impact
1
Risk trends
1
Emerging risks
1
Operational
63%
Strategic
16%
Compliance
15%
Reputational
4%
Financial
2%
Stable
53%
Increasing
36%
Decreasing
11%
Continuing
79%
Emerging
21%
Principal risks by category
Strategic
1. Failure to integrate acquisitions and execute disposals from
continuing business
2. Failure to develop products and services that are tailored and relevant
to local markets and market conditions
Financial
3. Failure to grow our business profitably in a changing macroeconomic
environment
4. Failure to mitigate against financial market risks
Operational
5. Breaches of laws or regulations
6. Failure to ensure business continuity in case of a material incident
7. Fraud, financial crime, and loss or unintended release of personal data
8. Safety, health, environment (SHE) and sustainability risk
9. Failure to deliver consistently high levels of service to the satisfaction
of our customers
Changes in the company’s risk profile in 2025
We continue to monitor existing and emerging risks regularly at both
the Audit Committee (see pages 99 to 106) and the Group Risk
Committee (see page 68), and to take mitigating action as appropriate.
Areas where the risk profile of the business has improved in 2025
include:
• Continued roll-out of our target financial and operational systems
across the globe, including upgrades to SaaS solutions were possible
• Standardisation and continued investment into technical infrastructure
to mitigate the risk of a successful cyber attack, including a structured
training programme for colleagues on threats related to phishing
• Targeted expansion of Sarbanes-Oxley (SOX) standard IT general
controls across non SOX countries
• Continued strong cash flow giving financial headroom to continue
to strategically acquire businesses
• Fraud risk assessment including additional risks that cover offences as
defined by the Economic Crime and Corporate Transparency Act 2023
‘failure to prevent fraud’ offence
• Deep-dive management awareness sessions on management of risks,
including ESG reporting and Modern Slavery, Employer of Choice key
performance indicators, organic growth, the use of AI, and cost and
cash management
• Review and update of the risk framework to include: defined
effectiveness assessment criteria, structured taxonomy, and impact
and likelihood assessment
1.
Percentages refer to the number of risks rather than the scale of potential reputational and financial impact.
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Annual Report 2025
Focus areas for risk mitigation in 2026
We continue to look for ways to improve both our risk process and
mitigating actions to address the identified risks. In 2026, we plan
to focus on the following areas:
• Assess material controls as required by provision 29 changes to the
UK Corporate Governance Code
• Continue to prepare for our reporting requirements under CSRD and
ESG risks
• Drive additional understanding of and further embed risk management
in the business and linkage to business objectives
• Define and implement a formal structure and cadence for risk reviews
with the regions, to include a consistent agenda for discussion focused
on stability of operational risks
• Regular reviews with the second line of defence teams, including
attendance at the functional meetings, to drive risk awareness and
to deep dive into the mitigation actions for significant and high risks
• Pre-agreed risk topics for discussion at the Group Risk Committee
and Group Leadership Forum meetings, with a focus on emerging
and operational risks
• Strengthen the risk management skill set by the recruitment of a senior
auditor with strong risk management experience
Identified and emerging risks
Emerging risks are identified at an individual country and functional
level and consolidated to the Group level as part of the risk register
review activity, as well as identification via the Group Risk Committee
quarterly meetings.
Notable emerging risks:
Compliance:
Increased legislation in areas such as pay transparency
and corporate governance requirements and non-toxic pest
management requirements
Operational:
Increasing use of AI, internal risks from inappropriate
usage or lack of effective use in future technologies, and externally
from increasingly sophisticated phishing and spoofing attempts
Strategic:
Increasing trend for non-toxic pest management
requirements
The Company has a strategy that includes growth by acquisition, and 36
new businesses were acquired in 2025. These companies need to be
integrated quickly and efficiently to minimise potential impact on the
acquired business and the existing business.
Impact should the risk materialise
If the Company fails to successfully integrate acquisitions into its
existing organisational structures and IT systems, fails to deliver the
revenue and profit targets, or fails to deliver expected synergy savings,
the business may not achieve the expected financial and operational
benefits, which may adversely impact growth, profitability, and cash
flow.
Our business may be required to recognise impairment charges or be
subject to asset re-evaluations.
Business disposals also have to be managed efficiently to minimise risk
to the businesses being disposed of and the residual business.
Mitigating actions
• Integration plans considered by the Investment Committee as part of
the acquisition approval process. Integration activities and progress
discussed during monthly performance reviews.
• Dedicated project teams established for the largest acquisitions and
demergers, with clear deliverables over defined time periods.
• Continuity of management/leadership in acquired companies, where
possible.
• Use of transaction structures including deferred consideration to
mitigate deal risk, monitored via performance measures.
• Group departments involved with acquisitions to drive integration
plans and compliance with Group standards, especially when entering
new geographies.
• Formal post-acquisition review of every acquisition by Investment
Committee against original business plan within 18–24 months; Board
post-investment review of acquisitions in aggregate every six months.
• Board approval of acquisitions involving new countries, new business
lines, or above a defined financial threshold.
• IT integration playbook to support an effective and timely integration
of IT systems.
Changes in 2025 versus 2024
• Review and refresh of the Day Zero IT checklist for acquired
businesses
• Appointment of a Chief Transformation Officer in North America
to oversee the integration and replatforming related to the Terminix
integration, with a defined team structure and governance framework
• Dedicated resources in France to support the disposal of the
Workwear business
• Use of expert consultants if skills are outside our business expertise
Performance measures to monitor risk
• Integration plans (day one, 30 days, 100 days, one year)
• Reviews of integration plans for specific large acquisitions
• Post-acquisition review completions
• Post-investment review by the Board of aggregate performance
of investment in M&A
• Regular steering committee to assess progress
Overall risk:
High
Trend: Stable
The ongoing integration of Terminix
together with ongoing acquisition
activity retains the risk level as high.
Strategic priorities
Principal risk:
Strategic
Failure to integrate acquisitions and execute
disposals from continuing business
North America
Accelerate profitable
growth in North America.
M&A
Accelerate growth
through targeted M&A.
International
Pest Control
Invest in innovation
and digital to grow
International Pest Control.
Organisation
Build a high-quality
service company through
investment in colleagues
and technology.
Hygiene & Wellbeing
Deliver operational
excellence in global
Hygiene & Wellbeing.
Financial
Focus on efficiency,
cash flow and disciplined
capital allocation.
Strategic priorities key:
1
4
2
5
3
6
1
2
3
4
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Annual Report 2025
71
Strategic Report
Other Information
Financial Statements
Corporate Governance
Risks and Uncertainties
continued
The Company’s two core categories (Pest Control and Hygiene &
Wellbeing) operate in a global macroeconomic environment that is
subject to uncertainty and volatility.
Impact should the risk materialise
Changes in the macroeconomic environment could have a number
of different impacts on the ability of the business to grow profitably,
to sustain recruitment, and to deliver against targets.
Examples include:
• Recession and economic slowdown in some of our key markets.
• Changes to the global job market and the dual challenges of
recruitment and retention.
• Increased costs of doing business, with rising costs as a consequence
of political instability, increasing interest rates, and civil unrest.
• Low-growth economies with inherent cost inflation where the
Company has weak pricing power may make it difficult to maintain
profitability, especially in areas of hyperinflation.
• Growing market presence of multinational competitors may increase
the cost of acquisitions and drive down prices, impacting profitability.
• Legislation (including CSRD ESG), regulation, or society expectation
limits our ‘licence to operate’.
• Inflationary pressures causing us to pass on costs potentially pricing out
customers in challenging financial positions, and with wage inflation
demands.
Mitigating actions
• Resourcing being driven by the capital allocation model, differentiated
by line of business to maximise opportunities.
• Maintaining a low-cost operating model, focused IT investment,
incentives to deliver efficient operations, and back-office process
alignment and standardisation programme.
• International Key Accounts team developing business with
multinational customers to take advantage of the unique global
capabilities.
• A regionally focused defined pricing programme to drive profitability
on existing portfolio, build insight, and enable profitable growth from
new business and innovations.
• Group Procurement team tasked to deliver economies of scale while
ensuring robust supply chain.
• Regular reviews of customer contracting minimum standards to drive
consistent contracting across the Group.
Changes in 2025 versus 2024
• Specific programmes at regional level to focus on reduction of back
office SG&A costs
• Increased focus at regional level on inflationary impacts and mitigating
actions through the use of data and profitability tools
• Continued focus on governance of pricing decisions in region
• Recruitment of colleagues in North America with strong pricing experience
Performance measures to monitor risk
• Revenue and Organic Revenue Growth, in total and by category
W
• Revenue contribution from acquisitions
• Adjusted Operating Profit
W
• Group Adjusted Operating Margin
• Adjusted Free Cash Flow Conversion
W
• Net capital expenditure
• Customer retention
W
• Colleague retention
W
Principal risk:
Financial
Failure to grow our business profitably in a
changing macroeconomic environment
We operate across markets that are at different stages in the economic
cycle, at varying stages of market development, and have different
levels of market attractiveness. We must be sufficiently agile to develop
and deliver products and services that meet local market needs, which
allows us to meet our growth objectives and stay ahead in a highly
competitive industry.
Impact should the risk materialise
If we are not able to adapt to local business and consumer needs,
our existing customers may choose not to renew contracts, or seek
reductions in prices. This would negatively impact our ability to maintain
or increase margins and cash flow.
Examples include:
• We must adapt to changes to the regulatory environment that may
ban certain products or service models from being used, such as
permanent rodent baiting.
• We need to respond to the expectations from customers and society
for us to reduce our own environmental impact and support our
customers in reducing their environmental impact.
• We need to develop products that are networked and capable
of being monitored in real time, or react to competitor technology
developments that are disruptive to the market.
Mitigating actions
• Acquisition of targets with specific capabilities that address future
changes in our markets, governed by a defined authority matrix.
• Investment Committee to approve targeted investment in innovation
to meet market and regulatory needs.
• Category Boards for Pest Control and Hygiene & Wellbeing categories
overseeing the roll-out of innovations at pace across our regional
businesses.
• Continued investment in digital platforms to support Sales and Service
frontline colleagues.
• Formalised Group key performance indicators (KPIs) for innovation
at a customer and colleague level to monitor progress.
• Further development of our range of sustainable, non-toxic, and
humane pest control solutions, with the Technical Compliance team
working closely with all relevant governing bodies.
Changes in 2025 versus 2024
• The use of digital technologies at customer sites was increased
• Increased use of data analytics to deliver enhanced business insights,
in both the International businesses via the Command Center and the
North America business via the Rentokil Terminix data hub
• Ongoing research into non-toxic pest control solutions
Performance measures to monitor risk
• Sales growth for key innovations
• Percentage of sales revenue from innovation
• Number of sites with digital solutions
• Percentage of commercial customers registered for digital platforms
• Percentage of colleagues using digital applications
Emerging risk
• Potential for increasing regulatory requirements
Overall risk:
Medium
Trend: Stable
No significant changes,
resulting in a stable trend.
Overall risk:
High
Trend: Reducing
Remains high but reducing due to less
economic volatility in our larger countries.
Principal risk:
Strategic
Failure to develop products and services that are
tailored and relevant to local markets and market
conditions
1
2
3
1
2
34
Strategic priorities
Strategic priorities
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Annual Report 2025
Our business is exposed to foreign exchange risk, interest rate risk,
liquidity risk, counterparty risk, and settlement risk.
Impact should the risk materialise
If any or a combination of the above risks materialise, this may have
a negative impact on profitability, cash flow, and financial statements,
and may negatively impact financial ratios and credit ratings, impacting
our ability to raise funds for acquisitions or to refinance upcoming debt
maturities.
Mitigating actions
• Financing policy in place to ensure that the Company has sufficient
financial headroom to finance operations and bolt-on acquisitions.
• Commitment to target credit rating of BBB.
• Treasury policies that limit the use of foreign exchange and interest
rate derivatives, set limits for financial counterparty exposure, govern
how financing is raised in bank and other debt capital markets, and
provide rules around Treasury-related matters at operating company
level.
• Quarterly Treasury Committee to report and monitor financial rating
agency metrics, and compliance with treasury policies, supplemented
with monthly treasury reports to the Treasury Committee.
• Monitoring the impact of exchange rate movements on non-USD
profits and net debt.
• Cash pooling and debt financing arrangement to match, as far as
possible, currency availability/demand across borders.
• Revolving credit facility (RCF), unlikely to be affected by adverse credit
and financial market events.
Changes in 2025 versus 2024
• No material changes
Performance measures to monitor risk
• Liquidity headroom at the year end of $2.6bn
• Counterparty ratings of A- or above
• Monthly reporting against ratings metrics
• If economically feasible, no unhedged foreign exchange positions
above $15m, fixed interest >50%; and matching currency of net debt
to underlying profitability
• Monitoring of amounts outstanding against counterparty credit limits
Principal risk:
Financial
Failure to mitigate against
financial market risks
As a responsible company, we aim to comply with all laws and
regulations that apply to our businesses across the globe.
Impact should the risk materialise
Failure to comply with local laws, including bribery and corruption,
anti-competitive practice, employment law, data privacy, health and
safety, or financial and tax reporting requirements, may result in fines or
withdrawal of licences to operate, which could adversely impact growth,
profitability, and cash flow, as well as causing reputational damage.
The Sarbanes-Oxley Act and other US legislation applies to the Group,
and the risk of failing to establish and maintain an effective system of
internal controls to meet these laws could impact the Company both
financially and operationally. Additionally, the Group operates across
many different tax jurisdictions and is subject to periodic tax audits
which sometimes challenge the basis on which local tax has been
calculated and/or withheld. Successful challenges by local tax
authorities may have an adverse impact on profitability and cash flow.
Mitigating actions
• Group legal oversight of acquisitions.
• Annual Board review and approval of tax strategy.
• Pre-agreement with the Group Tax Director and Chief Financial Officer
for all significant tax planning opportunities, with independent tax
advice obtained where necessary.
• Regular review of tax exposures.
• Group and regional authority schedules in place and subject to regular
review.
• Group and local policies in place and subject to regular review.
• Mandatory reporting of breaches in controls and/or laws to the Group
General Counsel and the Director of Internal Audit & Risk.
• Follow-up by Group General Counsel on any significant legal or
regulatory breach in any country.
• Mandatory training on Code of Conduct and other core compliance
topics to ensure a highly principled culture of ethical behaviour;
completion rates reported to senior management monthly.
• All major business transactions or internal reorganisations are subject
to rigorous internal and where appropriate external review.
Changes in 2025 versus 2024
• Continued development of reporting and monitoring of audit issues
• Refresh of a number of corporate policies including the Customer
Contracts, Group Data Protection, IP Policy, Procurement Contracts,
Minimum Standards and Sanctions Policy
• Group authority schedule updated and distributed
• Compliance monitoring dashboards on core mandatory training
updated to include Failure to Prevent Fraud training
• Launch of a Sanctions Screening Tool to support our sanctions compliance
Performance measures to monitor risk
• Central management of material litigation, including quarterly
reporting to the Audit Committee
• Regular review of tax exposures and the status of tax audits by the
Audit Committee
• Completion rate monitoring for mandatory U+ training modules
• Monthly monitoring and reporting of audit issues to executive management
Emerging risk
• Increasing corporate governance requirements
Principal risk:
Operational
Breaches of laws or regulations (including tax,
competition, and antitrust laws)
Overall risk:
Medium
Trend: Stable
Unchanged, no significant changes,
resulting in a stable trend.
Overall risk:
Medium
Trend: Stable
Albeit provision 29 of the UK Corporate
Governance Code (2024) came into force in 2026.
5
6
Strategic priorities
Strategic priorities
Rentokil Initial plc
Annual Report 2025
73
Strategic Report
Other Information
Financial Statements
Corporate Governance
Risks and Uncertainties
continued
Collusion between individuals, both internal and external, could result
in fraud if internal controls are not in place and working effectively.
The business holds personal data on colleagues, some customers
and suppliers; unintended loss or release of such data may result in
sanctions, fines, and reputational risk.
Impact should the risk materialise
• Loss of personal data of customers, suppliers, or colleagues could,
if significant, result in regulatory intervention, which may result in
substantial fines and damage to the Company’s reputation.
• Theft of Company assets, including property, customer, or colleague
information, or misstatement of financial or other records via deliberate
action by colleagues or third parties may constitute fraud and result in
financial loss to the business, damage to the Company’s reputation,
and/or fines by regulators.
Mitigating actions
• Robust programme to ensure that all businesses are compliant with
data privacy requirements.
• Dedicated data privacy team, supporting local privacy officers and
privacy champion networks.
• Mandatory online training by all senior colleagues on the Code of
Conduct.
• Compliance with Code of Conduct and other key policies affirmed
by the annual Letter of Assurance by all senior management.
• Standardised financial control framework operating in all locations.
• Confidential Speak Up hotline and email address, monitored and
followed up by Internal Audit.
• Suspected frauds investigated by fraud specialists as required and
lessons learned implemented by management.
• Periodic fraud risk assessment process.
• User security awareness guidance and policies refreshed and
reissued.
• Provision of Citrix-only access combined with global patching
programmes.
• Deployment of anti-ransomware to our data centres.
Changes in 2025 versus 2024
• Fraud risk assessments refreshed to include additional risks covering
offences as defined by the Economic Crime and Corporate
Transparency Act 2023 ‘failure to prevent fraud’ offence
• Increased use of data analytics to detect potential fraud
• Targeted expansion of IT general controls to non SOX countries
• Mandated fraud training included in the mandated U+ training modules
Performance measures to monitor risk
• Completion rate for mandatory U+ training modules
• Speak Up investigations and remediation
• Key financial controls pass rates
• Periodic review of IT access for critical applications
Emerging risk
• Inappropriate use of AI potentially exposing personal data
Overall risk:
Medium
Trend: Stable
Unchanged, no significant changes,
resulting in a stable trend.
Principal risk:
Operational
Fraud, financial crime, and loss or unintended
release of personal data
The Company needs to have resilience to ensure that the business
can continue if impacted by external events, e.g. cyber attack or
global events.
Impact should the risk materialise
Failure to service our customers may affect our ability to retain those
customers and damage the Company’s reputation. This may negatively
impact growth, profitability, and cash flow.
Examples of incidents that could impact our ability to service customers
include:
• A significant cyber attack or IT failure which impacts our ability to plan
efficient routing, or ability to invoice, and is not recovered quickly.
• Fire, flood, or climate event impacting our premises or transportation/
supply chain network, preventing goods from being available to
enable our technicians to service our customers.
• Industrial action by colleagues.
• Disruptions to our operations due to the insolvency or operational
issues of our third-party suppliers.
Mitigating actions
• Locations maintain and regularly review business continuity plans.
• Key data and applications located within regional data centres with
enhanced backup capability and disaster recovery plans.
• A dedicated Security Operations Centre is in place to monitor and
tackle ongoing cyber threats.
• Specific tools deployed at data centres to detect and prevent
spreading of cyber attacks.
• Data encryption and implementation of Workspace ONE (VMware)
on devices and mobile phones.
• Ongoing user education awareness programmes.
• Penetration testing on all systems to test external firewalls and
address any identified weaknesses.
• Annual inspections of key sites by insurers, on a rotating basis,
to identify potential risks.
Changes in 2025 versus 2024
• Formal definition of a business continuity framework
• Completion of an Executive Leadership Team Cyber Incident
Simulation Exercise
• Standardisation and continued investment into technical infrastructure
to mitigate the risk of a cyber attack
• Targeted expansion of standard IT general controls across countries
• Adoption of a standard project management framework to all regions
to govern projects
• Quarterly reviews focused on cyber incidents, patching and exposure
management
Performance measures to monitor risk
• Number of serious IT incidents and time taken to respond
• Major Incident Review actions
• Actions arising from IT security self-assessments and monitoring of
cyber exposure score and security risk rating
• External testing and benchmarking of our IT security environment
Emerging risks
• Increasingly sophisticated phishing and spoofing attempts
• Increase in volume of cyber attacks driven by AI
Overall risk:
High
Trend: Increasing
Increasingly sophisticated phishing and spoofing attempts
result in this risk being classified as high and increasing.
Principal risk:
Operational
Failure to ensure business continuity in case of a
material incident
5
5
6
Strategic priorities
Strategic priorities
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Rentokil Initial plc
Annual Report 2025
The Company is responsible for minimising its environmental impact
and ensuring the health and safety of its employees, customers,
and other stakeholders in the workplace.
Impact should the risk materialise
• The Company operates in hazardous environments and situations,
for example:
– using poisons and fumigants in Pest Control;
– driving to and working at customers’ premises;
– working at height; and
– exposure to needlestick injury/biohazards from medical waste.
• Non-compliance with internal policies or industry regulations could
lead to personal injury, substantial fines or penalties, including
withdrawal of licences to operate and reputational damage.
• Environmental risks may arise from former activities at sites currently
operated by the Group or acquired by the Group. Legislation and changing
expectations may require the business to alter its methods of operation.
Mitigating actions
• SHE is considered as the first item at all Board and senior management
meetings; review of standardised SHE KPIs.
• Robust SHE policies supplemented by technical policies address
higher-risk and regulated activities.
• SHE officers in all jurisdictions, supported by a dedicated central SHE team.
• Mandatory training of all relevant colleagues in safe working practices.
• Focus on implementation of Group fumigation standards throughout
the appropriate businesses and in all new acquisitions.
• Formal review of accidents and circulation of lessons learned
(e.g. Safety Moments videos and SHE alerts).
• Vehicle telematics now deployed in 31 countries to reduce accidents
and/or vehicle emissions.
• Electric and low-emission vehicles deployed in countries to reduce
emissions and drive towards our net zero target.
• Strategies to further develop environmentally friendly approaches.
Changes in 2025 versus 2024
• Continued expansion of digital site risk assessment application now
fully deployed in 77% of our markets
• Enhanced training to include sustainability awareness and updated
Safety Golden Rules awareness
• Further development of our proprietary MySHE platform with new tools
and applications to support our colleagues to implement best practices
• Ongoing preparation for ESG climate change reporting under CSRD
• Fumigation reduction initiatives further embedded
Performance measures to monitor risk
• Lost Time Accident and Working Days Lost rate
W
• Total emissions and emissions intensity
• Fuel intensity metrics (litres of fuel used per USD of revenue)
• Energy usage and percentage of green energy purchased
• Electric vehicle deployment (number of vehicles and countries)
• Completion rates for mandatory U+ training
Emerging risks
• Regulatory approval of more environment-friendly alternatives to
current fumigants is slow
• Slower than expected rate of policy and regulatory support hindering
the ecosystem and infrastructure necessary for rapid corporate
progress (e.g. charging networks, green energy availability)
• Inability of third-party suppliers to decarbonise, impacting Scope 3
emissions
Overall risk:
Medium
Trend: Stable
No significant changes,
resulting in a stable trend.
Principal risk:
Operational
Safety, health, environment (SHE) and
sustainability
Our business model depends on servicing the needs of our customers
in line with internal high standards and to levels agreed in contracts.
Impact should the risk materialise
If our operatives are not sufficiently qualified, or do not have the right
skills, or we fail to innovate successfully, this may negatively impact
our ability to acquire or retain customers, adversely impacting growth,
profitability, and cash flow.
Industrial action in key operations could result in diminished customer
service levels; if prolonged, it could damage the Company’s reputation
and ability to secure or renew contracts.
In markets where overall employment rates are high, and/or our
business is growing fast organically or via acquisition, we may have
difficulty attracting and retaining key management of the right capability
and the right calibre of operational personnel.
Changes in the global job market resulting in difficulty in recruiting
and retaining colleagues at all levels of the organisation may impact
our ability to service our customers to the highest standards.
Major digital change programmes could disrupt our ability to deliver
high levels of service to our customers.
Mitigating actions
• HR development processes, including Employer of Choice programme.
• Regular tracking of customer satisfaction and the perception of
Rentokil Initial by both customers and non-customers, benchmarked
against competitors.
• A dedicated Operational Excellence team to drive superior customer
service and safe working practices and to establish key metrics, combined
with a strong focus on safety by supervisors and frontline staff.
• Incentives for Sales and Service staff are closely aligned with strategic
priorities and based on delivering improved customer service levels.
• Oversight of key industrial relations matters by the Group HR Director
and regular review by the Chief Executive for countries where
industrial relations risk is elevated.
• HR-led recruitment initiatives, including recruiting ahead of time,
benchmarked pay plans, and global careers and recruitment websites.
• Regular review of major IT programmes by the Chief Information Officer.
• An IT Investment Committee to ensure the sufficient allocation
of resources, with a quarterly IT risk meeting to ensure oversight
of IT transformation plans.
• System migration in regions, aligning to standard processes.
Changes in 2025 versus 2024
• Further development of the U+ training platform, our primary training
tool for colleagues
• Continued deployment of IT programmes and tools to frontline colleagues
• Ongoing development of our external recruitment website, enhancing
our internal job referral platform
• Initiative in North America to improve customer retention
Performance measures to monitor risk
• Sales and Service colleague retention
W
• U+ learning views
• State of Service
W
• Customer satisfaction (Customer Voice Counts)
W
• Customer retention
W
Overall risk:
Medium
Trend: Stable
No significant changes,
resulting in a stable trend.
Principal risk:
Operational
Failure to deliver consistently high levels of service
to the satisfaction of our customers
1
2
3
1
2
3
4
6
Strategic priorities
Strategic priorities
Rentokil Initial plc
Annual Report 2025
75
Strategic Report
Other Information
Financial Statements
Corporate Governance
Viability Statement
In accordance with provision 31 of the Corporate Governance Code,
the Board of Directors has assessed the viability of the Group, taking
account of the Group’s current financial position, the latest three-year
strategic plan, and the potential impact of our principal risks described
on pages 71 to 75. Based on this assessment, the Board confirms that it
has a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the period to
31 December 2028.
The business model of the Group is focused on the delivery of services to
customers at their premises. These are professional and often highly
technical services, where customers have a need that we can help resolve.
While these needs are subject to some seasonality and macroeconomic
cycles, overall they are highly stable and growing at GDP rates or faster.
The drivers of this growth are key to the Group’s prospects. Population
growth, growth of the ‘middle class’ and urbanisation around the world
bring growing numbers of humans closer together, increasing the need for
hygiene and for control of pests where sources of food are more available.
While climate change will undoubtedly have some adverse impacts on the
Group, the disaggregated nature of our services at customer locations
materially reduces our physical risks. Finally, the change in environment will
likely bring upsides as pest breeding seasons are longer, mortality rates are
lower, and infestations are able to move into markets where they historically
could not survive. Overall, the combination of business model and
macroeconomic factors suggests that recent growth trends should
foreseeably continue in line with our medium-term targets and beyond.
Period of assessment
Although the Directors have no reason to believe that the Group will
not be viable over a longer time frame, because of the degree of
uncertainty, the period over which the Directors have a reasonable
expectation as to the Group’s viability is the three-year period to
31 December 2028. Having considered whether the assessment period
should be extended, it is the view of the Directors that a three-year
period is still appropriate as it is consistent with the historical periods
in the budgeting and strategic planning process. Three years is also
aligned with the most frequent duration of both the customer and
supplier fixed-term contract periods entered into by the Group.
Strategic planning process
The budget and longer-term plan have been prepared in line with the
Group’s strategy as described in detail in the Strategic Report on pages
16 to 19. The Board reviews the Group’s performance at its meetings,
and depending on the external environment and its potential impact
on the Group’s latest full-year forecast and strategic plan, may model
a number of scenarios.
Viability assessment
In making their assessment, the Directors have considered the current
position of the Group and have undertaken a robust evaluation of the
principal risks, in particular the ones that could impact on the liquidity,
solvency and viability of the Group. The Directors have taken account
of the Group’s liquidity position and the Group’s ability to raise finance
and deploy capital. The results consider the availability and likely
effectiveness of the mitigating actions that could be taken to avoid
or reduce the impact or occurrence of the identified underlying risks.
Mitigating actions that were identified as part of the viability assessment
in previous years, and which were found to be effective during the
pandemic, include securing additional liquidity, deferring shareholder
distributions, pausing M&A activity, reducing planned capital
expenditure, use of recognised tax payment deferral mechanisms, and
actively managing the cost base of the Group. Should these measures
be insufficient then the Group would consider raising equity funding;
however, that has not been required to date.
Although the review considered all the emerging and principal risks
identified by the Group, the focus was also on how global events,
like a worldwide pandemic, could impact the Group’s future financial
performance and its cash generation under different scenarios.
As a result, severe but plausible downside sensitivities were applied
to the three-year plan approved by the Board.
The three-year plan is most sensitive to the reduction in revenue due
to customer suspensions over extended durations. With that in mind,
the directors have chosen scenarios reflecting the principal risks to
stress test the three-year plan for the following downside scenarios:
• Revenue reduces by 20% against the budget for six months of 2026.
This scenario is significantly worse than the customer suspensions
experienced during the first half of 2020, before the acquisition of
Terminix (which increased the size of the Group by c.60%), which
peaked at slightly below 30% for one month only.
Risks: failure to grow our business profitably in a changing
macroeconomic environment; failure to deliver consistently high levels
of service to the satisfaction of our customers; failure to develop
products and services that are tailored and relevant to local markets
and market conditions; failure to ensure business continuity in case
of a material incident; and failure to integrate acquisitions and execute
disposals from continuing business.
• A prolonged downturn where revenue reduces by 20% for 12 months
in 2026 in the model.
Risks: failure to grow our business profitably in a changing
macroeconomic environment; failure to deliver consistently high levels
of service to the satisfaction of our customers; failure to develop
products and services that are tailored and relevant to local markets
and market conditions; failure to ensure business continuity in case of
a material incident; and failure to integrate acquisitions and execute
disposals from continuing business.
• A significant one-off charge of $250m either in the form of a number
of bank failures or as a result of a major fine.
Risks: failure to ensure business continuity in case of a material
incident; breaches of laws or regulations (including tax, competition
and antitrust laws); failure to mitigate against financial market risks;
fraud, financial crime and loss or unintended release of personal data;
and safety, health, and the environment.
We have also considered two joint scenarios of the above: 1) the
six-month scenario and a substantial fine; and 2) the twelve-month
scenario and a substantial fine. Reverse stress tests were considered
to demonstrate the resilience of the Group. A loss or fine exceeding 8%
of 2026 Revenue or 39% of 2026 Revenue would be required for
existing committed facilities to be used up. With mitigation actions
possible, a 94% global downturn in global revenue would need to occur
before existing committed facilities were fully used up.
The impact of the scenarios has been modelled to test projected
liquidity headroom over the three-year viability period. In each of the
individual and joint scenarios, the Group continues to retain sufficient
liquidity headroom with the mitigating actions it can deploy. In the
scenario of a significant one-off charge of $250m, this could be
managed using ordinary liquidity management processes.
In the three-year period of the viability statement, the Group has three
debt maturities: €500m bond in May 2026, €850m bond in June 2027
and €600m bond in October 2028. The May 2026 bond was redeemed
on 2 March 2026 as per Note D5 on page 192. As at 31 December 2025,
the Group had total undrawn committed facilities and unrestricted cash
of $2.5bn.
In addition to its committed headroom, the Group also has a $250m
accordion linked to its RCF, a £1bn Commercial Paper Programme,
and an uncommitted, undrawn overdraft facility amounting to £20m.
Throughout 2025, the Group maintained its long-term (BBB with
a Stable outlook) and short-term (A-2) credit ratings.
The combination of a strong investment-grade credit rating, the RCF
banks’ willingness to provide debt funding free of financial covenants, the
flexibility the Group has to make material reductions in its cash outflows,
which was demonstrated during 2020, and the fact that the Group has
continued to generate cash provides the Directors with confidence that
the Group could raise additional debt finance if required.
The geographical spread of the Group’s operations helps minimise the
risk of serious business interruption. Furthermore, the Group is not
reliant on one particular group of customers or sectors.
Based on this assessment and having carefully considered the Group’s
current standing, debt servicing, and the risks and uncertainties referred
to above, in line with the UK Corporate Governance Code, the Directors
have a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the three-year
period ending 31 December 2028.
76
Rentokil Initial plc
Annual Report 2025
78
Chair’s Governance Overview
80
Board of Directors
82
Executive Leadership Team
84
Our Governance
95
Our Stakeholders
99
Audit Committee Report
107
Nomination Committee Report
113
Directors’ Remuneration Report
140
Independent Auditors’ Report
Corporate
Governance
Rentokil Initial plc
Annual Report 2025
77
Strategic Report
Other Information
Financial Statements
Corporate Governance
Chair’s Governance Overview
The Governance Report that follows provides a summary of the Board’s
role and activities, and an overview of the key considerations of the
Board during the year.
Board changes
Board succession has been a key area of focus this year. In May 2025,
we announced the retirement of our Chief Executive, Andy Ransom,
ahead of our 2026 AGM. After an extensive global selection process,
Mike Duffy joined the Company as CEO Designate on 16 February
2026, and will become Chief Executive on 16 March 2026. Andy will
remain available until May 2026 to ensure a seamless handover. Leanne
Sheraton and Sam Mitchell joined the Board as Non-Executive Directors
in June 2025. Sarosh Mistry stepped down as a Non-Executive Director
on 31 July 2025 and Linda Yueh will step down from the Board at the
conclusion of the 2026 AGM.
The Board and Committees
During 2025, the Board continued to support the Company’s delivery of
its strategy to promote its long-term sustainable success. This included
approving the Annual Operating Plan as well as the Medium-Term
Strategic Plan. The work of the full Board is complemented by the work
of its Committees.
The Audit Committee has an important role to play in monitoring the
integrity of financial reporting, and reviewing the effectiveness of
our internal controls and risk management framework. In 2025, the
Committee continued to oversee the Group’s control environment,
in particular our compliance with Sarbanes-Oxley (SOX), and monitored
the progress of the Group’s implementation of Provision 29 of the
UK Corporate Code.
The changes to the composition of the Board in the past year highlight
the importance of the Nomination Committee in succession planning,
including taking the lead in the search for and recruitment of
new Directors. The Committee also monitors the Group’s talent
development programme, with consideration given to the bench
strength for key roles.
The Remuneration Committee has also supported the Board on the
appointment of our new Chief Executive, and in the departure of the
incumbent. The Committee also reviews the remuneration
arrangements of our colleagues across the Group.
Annual General Meeting
The 2026 Annual General Meeting (AGM) will be held at, and broadcast
live via webcast from, the Company’s registered office on 7 May 2026
at 2.00pm. We consider the AGM to be a valuable opportunity for
us to engage with our shareholders, and to provide an update on
the business.
UK Corporate Governance Code
The Board is pleased to confirm that the Company has applied the
Principles and complied with the Provisions set out in UK Corporate
Governance Code (the Code) for the period under review. Our
application of the Code’s Principles and its compliance with the
supporting Provisions during the year is evidenced throughout the
Annual Report.
Find out more
on page 109
Find out more
on pages 91 to 94 and 99 to 139
Find out more
on pages 84 to 87
Our governance framework is
designed to ensure that we deliver
our strategy and protect the
interests of all our stakeholders
by building our business for the
long term.
Richard Solomons
Chair
78
Rentokil Initial plc
Annual Report 2025
Board and Committee attendance at scheduled meetings held in 2025
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Chair and Executive Directors
Richard Solomons
7/7
–
4/4
–
Andy Ransom
7/7
–
–
–
Paul Edgecliffe-Johnson
7/7
–
–
–
Non-Executive Directors
Brian Baldwin
7/7
–
4/4
4/4
David Frear
7/7
–
3/4
4/4
Sally Johnson
7/7
5/5
4/4
–
Sarosh Mistry
4/4
–
0/2
1/2
Sam Mitchell
3/4
2/3
2/3
–
John Pettigrew
7/7
5/5
4/4
–
Leanne Sheraton
4/4
–
4/4
3/3
Cathy Turner
7/7
–
4/4
4/4
Linda Yueh
7/7
5/5
4/4
4/4
Sarosh Mistry, Sam Mitchell and David Frear were unable to join a small number of meetings due to conflicting commitments which could not be
rearranged. While we endeavour to avoid conflicts with other commitments of Board members by setting our calendar in advance, it is sometimes
impossible to avoid. A number of ad hoc Board and Committee calls were also held during 2025. Due to the short notice owing to the nature
of business and the timing of the calls, a minority of Board members’ prior commitments or their time zones prevented them from attending.
Where a Director was unable to attend a meeting, they received and reviewed the papers in advance of the meetings, and their comments
were communicated to the Chair or Committee Chair. They received the minutes and were briefed on the outcomes of the meetings.
42–53
37%
54–63
36%
64–73
27%
Asian/Asian
British 9%
White British
or other
White 82%
Prefer not
to say 9%
Independent
Non-Executive
Directors 73% (8)
Executive
Directors 18% (2)
Non-Executive
Chair 9% (1)
Gender
Ethnicity
Nationalities
1
Independence
Brian Baldwin
1 year 3 months
Sally Johnson
Sam Mitchell
J
ohn Pettigrew
Leanne Sheraton
Cathy Turner
2 year 9 month
s
8 year
s 0 months
7
months
7 month
s
5 years 9 month
s
Linda Yueh
8 years 2 mont
hs
David Frear
3 years 3 month
s
Non-Executive Directors’ tenure
Age of Directors
Snapshot of our Board
at 31 December 2025
7
4
1
UK
USA
Australia
Female 36%
Male 55%
Prefer not
to say 9%
1. Linda Yueh has dual US and UK nationality.
Rentokil Initial plc
Annual Report 2025
79
Strategic Report
Other Information
Financial Statements
Corporate Governance
Cathy Turner
Non-Executive Director
Appointed:
April 2020
Skills, experience, and contribution
Cathy is an experienced Non-Executive Director
with significant business leadership experience
and a deep knowledge of HR and remuneration
matters. Her executive career in financial
services has included responsibility for strategy,
investor relations, HR, corporate affairs, legal,
internal audit, branding, and marketing.
She brings experience of leading international
customer-focused businesses operating in
complex, highly regulated industries and
navigating challenging environments. She was
previously a Non-Executive Director of Quilter
plc, Aldermore Bank plc, and MotoNovo Finance
Limited, and a Trustee of Gurkha Welfare Trust.
She was also Senior Independent Director
and Chair of the Remuneration Committee
of Spectris plc until 4 December 2025.
Current external commitments
• Senior Independent Director and Chair of the
Remuneration Committee, Lloyds Banking
Group plc
• Partner, Manchester Square Partners
Board of Directors
Sally Johnson
Non-Executive Director
Appointed:
April 2023
Skills, experience, and contribution
Sally brings substantial commercial and
strategic finance experience from her
extensive executive career to the Board.
Sally is the Chief Financial Officer of FTSE 100
company Pearson plc, which is also listed on
the NYSE. Since joining Pearson in 2000, she
has held various finance and operational roles
across The Penguin Group, the education
business, and at a corporate level at Pearson.
She was also a Trustee for the Pearson
Pension Plan from 2012 to 2018. Sally is
a member of the Institute of Chartered
Accountants in England and Wales and
completed her training at
PricewaterhouseCoopers.
Current external commitments
• Chief Financial Officer, Pearson plc
Richard Solomons
Chair
Appointed:
March 2019, and became Chair
in May 2019
Skills, experience, and contribution
Richard has a strong track record of commercial
and strategic development. As former Chief
Executive Officer of InterContinental Hotels
Group plc, he has experience of leading a
successful multinational, delivering growth,
and enhancing the effective use of digital tools.
Richard trained as a Chartered Accountant with
KPMG, and was previously a Non-Executive
Director of Marks and Spencer Group plc and
the Senior Independent Director of Aston Martin
Lagonda Global Holdings plc. Until 12 February
2026, Richard was Chair of HBX Group
International plc.
Current external commitments
• Non-Executive Director and Chair of the
Audit Committee, Mandarin Oriental
International Limited
Andy Ransom
Chief Executive*
Appointed:
May 2008, and became
Chief Executive in October 2013
*We announced in January 2026 that Andy
would be stepping down as Chief Executive
and as a Director on 16 March 2026.
Skills, experience, and contribution
Andy joined the Board in 2008 as Executive
Director, Corporate Development, and brings
a focused operational management style,
together with a broad range of commercial
and strategic skills gained in senior executive
positions and legal roles earlier in his career,
including several years in the US and Canada.
He has more than 30 years of experience
creating value through M&A around the world,
and has a strong record of engaging with a
diverse range of stakeholders. He is a qualified
solicitor and a patron of Malaria No More UK.
Current external commitments
• Non-Executive Director, Informa plc
Mike Duffy
Chief Executive*
Appointed:
March 2026
* We announced in January 2026 that Mike
would be appointed as Chief Executive and
a Director on 16 March 2026.
Skills, experience, and contribution
Mike brings more than 25 years of leadership
experience with large US businesses across
B2B and B2C industries. Through his career
he has delivered successful business
transformations and accelerated profit growth
through strategic initiatives including network
expansion and optimisation, the effective
deployment of technology, and enhanced
portfolio management. Prior to joining Rentokil
Initial, he served as Chief Executive of OnTrac
Logistics, Inc.
Current external commitments
• Non-Executive Director, Republic Services, Inc.
Paul Edgecliffe-Johnson
Chief Financial Officer
Appointed:
January 2025
Skills, experience, and contribution
Paul has extensive financial and operational
experience in listed international businesses.
Prior to joining Rentokil Initial, he served
as Chief Financial Officer of Flutter
Entertainment plc. Before that, he was
Chief Financial Officer and Group Head of
Strategy at InterContinental Hotels Group plc,
and was also an Associate Director in
Corporate Finance at HSBC Holdings plc.
Paul is a qualified chartered accountant and
is a member of the Association of Corporate
Treasurers.
Current external commitments
• Non-Executive Director and Chair of the
Audit & Risk Committee of Watches of
Switzerland Group plc
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
Key
80
Rentokil Initial plc
Annual Report 2025
David Frear
Non-Executive Director
Appointed:
October 2022
Skills, experience, and contribution
David brings financial experience and a wealth
of knowledge of the US market to the Board.
He was a Non-Executive Director of Terminix
Global Holdings, Inc. prior to its acquisition
by Rentokil Initial in October 2022. David
previously served as Chief Financial Officer
of Sirius XM, Savvis Communications
Corporation, Orion Network Systems Inc.,
and Millicom Incorporated. He was also a
Non-Executive Director of The Nasdaq Stock
Market LLC, Nasdaq PHLX LLC, Nasdaq BX,
Inc., Nasdaq ISE, LLC, Nasdaq GEMX, LLC,
and Nasdaq MRX, LLC until 1 July 2025.
Current external commitments
• None
John Pettigrew CBE
Senior Independent Director
Appointed:
January 2018, and became
Senior Independent Director in May 2019
Skills, experience, and contribution
John has a strong track record of developing
and implementing global strategies for profitable
growth, deep experience of running a major US
business, a strong economic background, and
engineering leadership experience. John served
as the Chief Executive of FTSE 100 company
National Grid plc, which is also listed on the
NYSE, for ten years until 16 November 2025.
Through his broad executive career, he has
experience of dealing with regulatory bodies in
the UK and the US, and leading the development
of ESG strategies. His skill set also includes
service provision to a large commercial and
residential customer base, delivering world-class
levels of safety performance, and driving
transformational change.
Current external commitments
• Non-Executive Director, BAE Systems plc
Sam Mitchell
Non-Executive Director
Appointed:
June 2025
Skills, experience, and contribution
Sam has significant executive experience
in US retail services, having served as the
Chief Executive Officer of Valvoline Inc.
from 2016 until 2023. He brings deep
expertise in marketing, brand management
and general management, alongside a proven
track record in corporate leadership, including
serving as President of Valvoline since 2002
and successfully leading its spin-out from
Ashland Inc. through its 2016 IPO. Sam joined
Ashland in 1997.
Current external commitments
• None
Linda Yueh CBE
Non-Executive Director
Appointed:
November 2017
Skills, experience, and contribution
Linda brings strong commercial experience
gained through her work in corporate law
and non-executive positions, as well as
deep insights into economics, including key
emerging and rapidly developing markets.
She was Chair of the Royal Commonwealth
Society and acted as advisor to the World Bank
and the European Commission. Linda is a fellow
of St Edmund Hall, Oxford University and an
Adjunct Professor of Economics at London
Business School. She is also a Non-Executive
Director of the Independent Football Regulator
and a member of the UK Soft Power Council
and the English Law Promotion Panel.
Current external commitments
• Chair of the Board and Chair of the Nomination
Committee, The Schiehallion Fund Limited
• Non-Executive Director, SEGRO plc
• Chair of the Royal Parks
• Non-Executive Director, Standard Chartered plc
Brian Baldwin
Non-Executive Director
Appointed:
October 2024
Skills, experience, and contribution
Brian brings extensive experience in
investment analysis and operations. As a
Partner and Head of Research at Trian Fund
Management L.P., he has played leadership
roles in many of Trian’s investments, including
Ferguson, Allstate, Pentair plc/nVent, Invesco,
Janus Henderson, Legg Mason, The Bank
of New York Mellon, Lazard, Ingersoll Rand,
Wendy’s, Mondelēz, PepsiCo, and Cadbury.
Current external commitments
• Partner and Head of Research at Trian Fund
Management L.P.
• Non-Executive Director, Janus Henderson
Group plc
Leanne Sheraton
Non-Executive Director
Appointed:
June 2025
Skills, experience, and contribution
Leanne brings a wealth of commercial and
strategic experience in global marketing,
honed across a significant executive career.
Leanne has extensive experience in building
global brands, digital transformation, and
driving customer-led growth strategies across
various sectors. Leanne most recently served
as Chief Marketing Officer for PayPal Holdings,
Inc., having joined as Director of Marketing in
2013. Prior to PayPal, Leanne held leadership
roles in marketing and sales for global brands
including Nestlé, Yahoo and Qantas.
Current external commitments
• None
Rentokil Initial plc
Annual Report 2025
81
Strategic Report
Other Information
Financial Statements
Corporate Governance
Executive Leadership Team
Rachel Canham
Group General Counsel & Company Secretary
Appointed:
April 2022
Role
Rachel has responsibility for legal, corporate
governance, and data privacy across
the Group.
Skills and experience
Rachel is an experienced corporate and
commercial lawyer. She spent 10 years at BT
Group plc where she performed various roles,
including General Counsel of its Enterprise
division, Company Secretary and Chief
Counsel for M&A, joint ventures and
restructuring. Rachel is a qualified solicitor,
with experience as a corporate lawyer at US
law firm Latham & Watkins, and Dickson Minto.
Rachel became the Company Secretary in
April 2024.
Vanessa Evans
Group HR Director
Appointed:
January 2016
Role
Vanessa is responsible for shaping and
executing our Employer of Choice strategy,
ensuring that we can attract, recruit, train,
engage, reward, and retain the talent we need
to deliver our business strategy. Vanessa will
be stepping down from the ELT at the end
of March 2026.
Skills and experience
Vanessa brings valuable business experience
and expertise in human resources
management. She joined Rentokil Initial from
RSA Group plc where she was Group HR,
Communications and Customer Director.
Prior to that, Vanessa was Global HR Director
at Lego and Head of UK HR at GAP. She is a
Fellow of the Chartered Institute of Personnel
and Development and until October 2024
was a Non-Executive Director of Care UK.
Mark Gillespie
Managing Director, Asia & MENAT
Appointed:
April 2022
Role
Mark oversees our businesses throughout
Asia, the Middle East, and North Africa.
Skills and experience
During his career at Rentokil Initial, Mark has
held a number of roles, including Group
Director of Internal Audit & Risk Management
and Regional Managing Director for the Rest
of World region. He has extensive finance,
general management, and M&A experience,
and previously held senior roles at Honeywell
and Pfizer. Mark is a member of the Institute of
Chartered Accountants in England and Wales.
Chris Hunt
Group M&A and Global Accounts Director
Appointed:
July 2019
Role
Chris leads our efforts to evaluate, negotiate,
and integrate acquisitions and disposals.
As Head of Global Accounts, he leads the
strategy and execution for acquiring, retaining,
and expanding multinational partnerships
across core sectors.
Skills and experience
Chris has completed more than 400 deals for
the Group. Prior to joining Rentokil Initial, he
held various senior roles at AstraZeneca plc,
including Head of Finance at AstraZeneca
UK’s Marketing Company, Corporate Strategy
Director, and Group M&A Director. Prior to
that, he was a Director at KPMG Transaction
Services. He is a Chartered Accountant
and a member of the Institute of Chartered
Accountants in England and Wales.
Alain Moffroid
Interim CEO, North America
Appointed:
March 2016, and became Interim
CEO, North America in January 2025
Role
In his role as CEO, North America, Alain
oversees our businesses in North America.
Skills and experience
Alain has served as Chief Commercial Officer,
Managing Director, Pacific, and Managing
Director, Europe. Prior to joining Rentokil Initial,
he held several senior roles at Unilever plc
across multiple geographies, with significant
experience in marketing, sales, and business
development.
The ELT supports the Chief Executive in
managing the business at Group level,
overseeing safety, performance, operational
plans and actions, governance, and risk
management. The Chief Executive and
Chief Financial Officer are also members
of the ELT. Their biographies can be found
on page 80.
The Chief Executive chairs the ELT, which
meets regularly throughout the year, and
the Managing Director of our Latin America
and Caribbean region also attends
ELT meetings.
In January 2025, we announced that Brad
Paulsen was stepping down and that Alain
Moffroid had been appointed as Interim
CEO, North America. John Myers stepped
down from the ELT on 1 April 2025.
82
Rentokil Initial plc
Annual Report 2025
Mark Purcell
Chief Information Officer
Appointed:
April 2019
Role
Mark ensures that a ‘safe and secure first’
approach is applied to Rentokil Initial’s global
IT systems and infrastructure. He works
alongside the regional and functional teams
to ensure that the IT strategy and investment
is aligned to business priorities.
Skills and experience
During his career at Rentokil Initial, Mark has
held a number of roles, including Global IT
Delivery Director, UK Hygiene and Textiles IT
Director, Pest Control and Ambius Division
IT Director, IT Director for UK & Rest of World,
and CIO Europe. Mark has significant
experience in business transformation, as well
as expertise in M&A integration. Prior to
Rentokil Initial, Mark held an executive officer
position in IT with the Civil Service.
Fabrice Quinquenel
Managing Director, Europe
Appointed:
April 2024
Role
Fabrice oversees our businesses throughout
the Europe region.
Skills and experience
Fabrice was previously Managing Director,
France, Nordics & Poland. Having joined from
Hertz, he also has a wealth of experience
in fulfilling senior leadership roles across
different jurisdictions and geographies,
including as the Vice President Sales for
Hertz International.
Andrew Stone
Managing Director, Pacific
Appointed:
September 2019
Role
Andrew oversees our businesses throughout
the Pacific region.
Skills and experience
Andrew joined Rentokil Initial in 2013
as Finance Director, Pacific. Andrew has
extensive commercial, finance, and supply
chain experience and previously held several
senior finance and sales roles at Unilever
within Australasia. Andrew is a Certified
Practising Accountant.
Brian Webb
Chief Procurement and Sustainability Officer
Appointed:
August 2019
Role
Brian leads the Global Procurement, Supply
Chain and Logistics functions, as well as being
responsible for product quality, safety, and
technical governance, and for driving the
environmental and sustainability agenda
across the Group.
Skills and experience
Brian joined Rentokil Initial in 2011 as Supply
Chain Director for Hygiene and Pest Control.
His career has included roles in design and
project engineering, production management,
and operations in the petrochemical, food,
beverage, and personal care sectors at global
companies including Sasol, SABMiller,
Mars Confectionery, and Sara Lee. Brian
is a Chartered Engineer.
Phill Wood
Managing Director, UK & Sub-Saharan Africa
Appointed:
October 2013
Role
Phill oversees our businesses throughout
the UK & Sub-Saharan Africa region.
Skills and experience
Phill joined Rentokil Initial in 2006, holding
various senior Pest Control roles in Europe
before his appointment to lead the UK
businesses in 2009. Prior to joining Rentokil
Initial, Phill held management positions at
Lex Services/RAC plc, where he served for
15 years. Phill has extensive commercial
and business development experience.
He is a Chartered Management Accountant.
Rentokil Initial plc
Annual Report 2025
83
Strategic Report
Other Information
Financial Statements
Corporate Governance
Compliance with the 2024 UK Corporate
Governance Code
For the year ended 31 December 2025, we have applied the
Principles and complied with all of the applicable Provisions
of the 2024 UK Corporate Governance Code (the Code).
Our application of the Code’s Principles and compliance with the
supporting Provisions during the year is evidenced throughout the
Annual Report. We have set out below an overview of how we have
applied the Principles of the Code over the 2025 year, with links
to relevant sections in the report.
During the year, the Board, with the support of the Audit Committee,
has been monitoring the work being undertaken to prepare the
Company for reporting under Provision 29 of the Code, which is
effective from the financial year beginning 1 January 2026.
Further details can be found on page 105.
The full text of the Code is available on the FRC’s website at
frc.org.uk
.
Statement of application of Code Principles
1. Board leadership and Company purpose
A. The role of the Board
The Board promotes the long-term sustainable success of the
Company through the decisions it takes about the services, customers,
and markets in which the Group operates, and maintains a dividend
policy to share the value generated by these operations with
shareholders. The Directors’ diverse range of skills, experience and
industry knowledge, and ability to exercise independent and objective
judgement, help the Board to operate effectively in its oversight of
delivery of the Group’s strategy, and its contributions to wider society.
The biographies of our Directors are outlined on pages 80 and 81, and
include details of their respective skills, experience and contribution.
The Board ensures that the necessary resources are in place to help the
Company meet its objectives and measure its performance against
them. The Board’s effective operation is underpinned by our
governance structure, as described on page 88.
B. Purpose, values, culture and strategy
The Board believes that our mission, to protect people from the dangers
of pest-borne disease and the risks of poor hygiene, and to enhance
lives with services that protect the health and wellbeing of people,
and our vision, to be the most loved and respected services business
on the planet, position the Company for long-term sustainable success.
Our Code of Conduct and our values (service, relationships, teamwork
and responsibility) underpin how we work together, and set the baseline
for cultural guidance. Dedicated cultural updates and employee
engagement activities frame the Board’s assessment of culture in
practice. Our culture is summarised on page 7, 50 and 51, and an outline
of the Board’s ongoing monitoring of the Company’s values and culture
is provided on page 92.
The Board is responsible for setting our strategy and policies,
overseeing risk and corporate governance, and monitoring progress
towards meeting the Group’s objectives. The Board conducts an annual
review of the Group’s overall strategy, as summarised on page 91.
C. Governance reporting
The Board retains a Schedule of Reserved Matters for its decision,
alongside a wider Board Governance Manual, which governs Board
operations and pertinent Group-wide matters. The Schedule of
Reserved Matters can be accessed on our website, alongside the
Group’s key corporate governance documents.
The Board activities section elaborates on some of the Board decisions
taken during the year, such as those made in regard to people, risk,
and financial management, and the outcomes of those decisions
in the context of the Company’s strategy and objectives, as set out
on pages 91 to 94.
Our Governance
We have a comprehensive Group-wide framework in place to
supplement local policies and legislation. The cornerstone of this
policy framework is our Code of Conduct.
• The Code of Conduct sets out a fundamental commitment to
comply with all legal requirements that apply, and to operate with
high ethical standards. It outlines responsibilities to colleagues,
customers, and the business, and highlights our determination
to establish our values, and a culture of integrity, everywhere
within the business.
• Clear guidelines are provided to all colleagues on how to seek
further advice or report concerns, and we also operate a
whistleblowing (Speak Up) facility for colleagues and third parties.
This is designed to allow colleagues across the Group to raise
concerns confidentially internally and to disclose information
which the individual believes highlights or would indicate
illegality, unethical behaviour, or other serious malpractice.
• The Group’s Dealing Policy governs the purchase, sale, and other
dispositions of the Company’s securities by Directors, senior
management, and colleagues, and are designed to promote
compliance with applicable insider trading laws, rules, and
regulations.
Specific programmes are in place to support the Code of Conduct
and underlying policies, national laws, and regulations, while also
monitoring and reporting on compliance. This includes the use
of e-learning training on our online learning and development
platform, U+, and we track dissemination and adoption across
the Group.
We review policies periodically to ensure they meet current
best practice and legislative requirements, and our technical
and safety standards and practices often exceed local
regulatory requirements.
Examples of our key policies are available on our website at
www.rentokil-initial.com/responsible-delivery/policies
.
Code of Conduct
YOU ARE
THE BRAND
CODE OF CONDUCT
OUR
CODE OF
CONDUCT
– OUR
CORNERSTONE
SPOTLIGHT ON:
POLICIES AND PRACTICES
84
Rentokil Initial plc
Annual Report 2025
D. Stakeholder engagement
The Board recognises the importance of our stakeholders to our
business, with our values influencing how the Company engages with
them. The Board’s oversight and understanding of the views of our
stakeholders are achieved through Board engagement. Further details
can be found on pages 95 to 98, with the Directors’ section 172(1)
statement being found on page 66.
E. Workforce policies and practices
The Company’s Code of Conduct sets out our values, and the standards
of behaviour expected from all colleagues. It empowers colleagues
to make decisions in the best interests of the Group, customers, and
society, and is applicable to the Group worldwide, including the Board.
The Code of Conduct also provides guidance on the Company’s
whistleblowing facility, Speak Up. This facility ensures colleagues and
third parties are empowered to speak up in relation to wrongdoing.
The Audit Committee receives regular reports on our whistleblowing
arrangements, covering performance and case trends. These updates
support the Committee’s assessment of the effective operation of the
whistleblowing arrangements. The Board has full oversight of these
matters by way of the Audit Committee Chair’s reports to the Board
after each Committee meeting.
2. Division of responsibilities
F. Role of the Chair
The Chair of the Board, Richard Solomons, is responsible for the Board’s
overall effectiveness in directing the Company. His key responsibilities
are defined on page 89.
Richard was first appointed to the Board in March 2019, and was
considered to be independent on his appointment as Chair in May 2019.
The performance of the Chair, which is assessed annually, is led by
John Pettigrew, our Senior Independent Director. Further details can
be found on page 90.
G. Board composition, independence and division of responsibilities
The Board comprises the Chair, eight independent Non-Executive
Directors and two Executive Directors. Excluding the Chair, over half
of its membership is independent.
The Directors are collectively responsible for the success of the Group.
The roles of the Board, Board Committees, Chair, Senior Independent
Director, Chief Executive, and Chief Financial Officer are documented,
as are the Board’s reserved powers and delegated authorities.
The Board’s responsibilities and the governance structure by which
it delegates authority are outlined on page 88.
Each Director has a duty to disclose any actual or potential conflict
of interest, as defined by law, for consideration and approval, if
appropriate, by the Board. This requirement is supported by a formal
process which manages situations where a Director may have a
potential conflict of interest. As part of the process, the Board considers
each potential conflict situation on its merits, with authorisation given
in accordance with our Articles of Association and the Companies Act
2006. No material conflicts have been declared when requested at
each meeting. The current register of conflicts is noted at each Board
meeting. The Board also oversees an annual authorisation process
which informs the ongoing assessment of the Non-Executive Directors’
independence.
The independence of Directors is considered on their appointment, and
subsequently reviewed as part of the individual Director performance
evaluation process annually to ensure all Non-Executive Directors retain
necessary independence of judgement. The Board has determined
that all our Non-Executive Directors are independent and have retained
their independence of character and judgement. The Non-Executive
Directors’ ongoing independence is reflected through their continued
challenges to the executive team and senior management.
The Board also takes account of the identified indicators of potential
non-independence, as set out in the Code, when reaching its
conclusion. No Director took part in the Board’s consideration of their
own independence.
H. Role of the Non-Executive Directors and time commitment
The Non-Executive Directors exercise objective judgement in respect
of Board decisions, providing scrutiny and challenge and holding
management to account. Non-Executive Directors offer strategic
guidance and specialist advice based on their breadth of experience
and knowledge. Further details can be found on page 89.
The Non-Executive Directors regularly meet without the Executive
Directors or other management present.
Currently, the expected time commitment of the Chair is an average
of two days a week, while Non-Executive Directors are required to
commit at least 20 days a year. All Directors may accept positions on
other boards if they can demonstrate that the additional commitments
will not compromise their time commitment with us or represent a
conflict of interest. Any new external appointment must be approved
by the Board in advance, which gives due consideration to the nature
of the appointment and the anticipated time commitment. We consider
significant appointments (as referred to in Provision 15 of the Code) to
be either a role with a listed company or a role with a time commitment
equal to or greater than their time commitment with us. In 2025, the
Board considered and approved the appointment of John Pettigrew as
a Non-Executive Director of BAE Systems plc and the appointment of
Linda Yueh as Chair of the Royal Parks. The Board also considered and
approved certain educative and advisory appointments which did not
require a significant time commitment of the Directors. The significant
external commitments of the Directors can be found in their biographies
on pages 80 and 81.
We monitor, in line with published investor guidance, the topic of Board
Directors becoming over-committed by taking on too many potentially
significant positions (otherwise referred to as ‘overboarding’), and the
need to remain flexible to deal with unforeseen circumstances. The fact
that some of the members of the Board hold multiple non-executive
positions has not presented any problems regarding their ability to
manage potentially competing demands for their time. In addition
to published investor guidance, the Board considers a Director’s
time commitment in aggregate and takes into account whether a
Non-Executive Director holds any executive appointments. A table
detailing the number of Board, Audit, Nomination, and Remuneration
Committee meetings held in 2025, and Director attendance at those
meetings, is provided on page 79.
The performance of the Non-Executive Directors is assessed annually
as part of the Board’s performance evaluation, as described on page 90.
I. Board policies, processes, information, time, and resources
The Group General Counsel & Company Secretary works with the
Chair of the Board, the Chairs of the Committees, the Chief Executive,
and other members of management to ensure that the Board has the
policies, processes, information, and resources it needs in order to
function effectively and efficiently. Board and Committee meetings
are structured around a pre-agreed annual plan of business, with
consideration for the status of projects, strategic workstreams, and the
overarching operating context. Adequate time is allocated to support
effective and constructive discussion, and guidance is available to
the authors and presenters of Board materials. An electronic meeting
portal allows efficient navigation of papers, information and requests.
In addition, any Director can request further information or advice
to support their individual duties or collective Board role.
Rentokil Initial plc
Annual Report 2025
85
Strategic Report
Other Information
Financial Statements
Corporate Governance
3. Composition, succession, and evaluation
J. Appointments to the Board
The Nomination Committee (which comprises all the Non-Executive
Directors and the Chair) and, where appropriate, the full Board regularly
review the composition of the Board and the status of succession to
both the ELT and Board-level positions. Directors have regular contact
with, and access to, succession candidates for the ELT positions.
There is a formal, rigorous and transparent procedure for appointments
to the Board. The Nomination Committee Report details the process
for appointments approved during the year from page 109.
The Nomination Committee also reviews succession plans for the Board
and senior management. This work considers the length of tenure of
the Non-Executive Directors and the talent pipeline for the Executive
Directors. Succession for senior leadership roles is considered by the
Committee with support from Group HR. In accordance with the Articles
of Association of the Company, all Directors retire at each AGM and may
offer themselves for re-election by shareholders. The Notice of AGM will
give details of those Directors seeking election or re-election.
The Board conducts a review of the skills and experience of the
individual Directors and the collective Board, where Directors rate
their experience and expertise, and the experience and expertise
of the Board as a whole, on an annual basis. A ten-point rating scale
is used for the individual ratings, whereby each Director indicates
their level of experience and expertise in each area based on a set
of descriptors for each level. Scoring under five indicates little or no
recent experience and expertise, and scoring closer to ten indicates
recent and senior experience.
The Board and Nomination Committee use the skills review to
identify areas to focus upon when considering succession planning
for the Board, and to identify topics for the ongoing training and
development of the Board.
In the 2024 review, the Board identified US experience and
marketing/brands expertise as core areas for training and
succession. The Board’s US experience and marketing/brands
expertise was bolstered in 2025 with the appointments of
Leanne Sheraton and Sam Mitchell.
In the 2025 review, the Board identified technology and marketing/
brands expertise as areas for consideration in succession planning.
Our skills matrix details the average of the individual ratings for the
respective skills.
Further details on succession planning may be found in the
Nomination Committee Report on page 109.
Environment, health & safety:
Understanding of environmental, corporate
social responsibility, and community issues, global external reporting
standards, and the relationship between sustainability and corporate
strategy.
Executive leadership:
Experience as a Board member or executive.
Finance:
Experience as an executive or senior management in financial
accounting and reporting.
Governance:
Experience as an executive or senior management in a large
company subject to rigorous governance, legal, and regulatory standards,
and experience of considering the interests of different stakeholder
groups.
Marketing/Brands:
Experience as an executive or senior management
in consumer marketing/brand management.
Remuneration:
Experience serving on a remuneration committee and/or
as an executive or senior management in relation to global remuneration
programmes.
Risk:
Experience at Board, executive, or senior management level of the
identification, evaluation, and prioritisation of risks.
Strategy and M&A:
Experience developing and implementing a successful
strategy for a large company and/or with significant corporate
transactions.
Technology and digital:
Experience at Board, executive, or senior
management level of digital transformation and/or an understanding
of new and established technologies.
UK listed company experience:
Experience as a Board member or
executive in a company listed in the UK.
US listed company experience:
Experience as a Board member or
executive in a company listed in the US.
E
nvironment, health & safety
E
xecutive leadership
F
inance
R
emuneration
R
isk
G
overnance
M
arketing/Brands
S
trategy and M&A
T
echnology and digital
U
K listed company experience
U
S listed company experience
7.3
8.6
8.3
9.6
9.4
8.4
7.6
6.9
7.6
6.3
7.2
K. Board skills, experience, and knowledge
The Nomination Committee identifies the skills, knowledge and
experience required of the Board for the effective leadership and
long-term success of the Company, managing the balance of
competencies through succession planning, training and development,
and recruitment. This is supported by an assessment of the Board’s skills
matrix to identify where a gap or further work may be required. The key
skills and experience of each of the Directors are included in the Board
biographies on pages 80 and 81, and the output of the skills matrix
review can be found below.
The Nomination Committee is also mindful of Directors’ lengths of tenure
and the need to refresh Board membership over time.
L. Board performance review
The Board monitors and improves performance by reflecting on the
continuing effectiveness of its activities, the quality of its decisions, and
considering the individual and collective contribution made by each
Director. This is assessed annually through the Board performance
review process, which is facilitated externally at least every three years.
In 2025, the Board undertook an internally facilitated review. The outcomes,
and a review of the 2024 actions, are described on page 90.
REVIEWING
OUR
DIRECTORS’ SKILLS
SPOTLIGHT ON:
SKILLS OF DIRECTORS
Our Governance
continued
86
Rentokil Initial plc
Annual Report 2025
4. Audit, risk, and internal control
M. Independence and effectiveness of internal and external auditors
The Audit Committee is responsible for reporting to the Board on
a range of matters concerning audit, risk, and internal controls.
The Audit Committee oversees the relationship with our external
auditor, PwC, to ensure that the independence, quality, and challenge
of the external audit process is maintained.
The Audit Committee also assesses the role of Internal Audit, reviewing
the independence and effectiveness of its function and work.
The Audit Committee reviews significant financial judgements
to monitor the integrity of the financial and narrative statements.
For more information about the role and work of the Audit Committee,
see the Audit Committee Report, from page 99.
N. Fair, balanced, and understandable assessment
The Board considers whether the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model, and strategy.
The Board’s approach to ensuring reporting is fair, balanced, and
understandable is detailed on page 103, and the Directors’ statement
on ‘fair, balanced, and understandable’ can be found on page 224.
O. Risk and internal control
The Board is responsible for the Company’s risk management and
internal control framework, and its effectiveness. The Board delegates
some responsibilities for risk management and internal control oversight
to the Audit Committee, as summarised on pages 105 and 106.
The Group’s approach to risk management and internal control,
together with the Group’s principal risks, is set out on pages 68 to 75.
5. Remuneration
P. Remuneration Policy and practices
The Remuneration Committee is responsible for determining
remuneration policies and practices which support the strategy and
promote the long-term sustainable success of the Group. For more
information about the work of the Remuneration Committee, see the
Directors’ Remuneration Report from page 113.
The Directors’ Remuneration Policy was approved with over 95% of
shareholders’ support at the AGM on 8 May 2024. It is intended the
Policy will apply for a period of up to three years and will need to be
re-approved at the 2027 AGM at the latest. A copy of the policy can
be found on our website at
www.rentokil-initial.com/investors/
governance/board-committees
.
Q. Executive remuneration
The Remuneration Committee routinely reviews the Directors’
Remuneration Policy and executive remuneration arrangements to
ensure they continue to promote the delivery of the long-term strategy
and support the Company’s ability to recruit and retain executive talent
to deliver against that strategy. The Remuneration Committee also
considers remuneration arrangements in the context of corporate
governance best practice and arrangements for the wider workforce,
and regularly consults with its major investors on remuneration
proposals.
Details of how the policy was applied during 2025 and how the
Remuneration Committee has undertaken its duties can be found
in the Directors’ Remuneration Report on pages 113 to 139.
R. Independent judgement and discretion
The Remuneration Committee determines remuneration outcomes
for the Executive Directors and other members of senior management,
and in doing so exercises independent judgement and discretion in
the context of Company performance and individual performance and
the wider circumstances, as appropriate. No Director or member of
management is involved in determining their own pay. In addition,
external remuneration advisors (Willis Towers Watson) provide advice
to the Remuneration Committee, and they adhere to the Remuneration
Consultants’ Group Code of Conduct.
2025 AGM voting outcomes
At the 2025 AGM, Resolution 4 to re-elect Richard Solomons as a
director received votes cast against of more than 20% (21.15%). Prior to
the AGM, the Chair met with a number of significant shareholders as
part of his annual engagement exercise. Following the AGM, the Chair
contacted the Company’s largest shareholders to offer additional
meetings to further understand matters important to each shareholder.
The Chair continues to hold periodic meetings with shareholders to hear
their views. The Senior Independent Director has also engaged with key
shareholders to understand their views on the AGM voting result, and in
some cases the reasons for voting against. During these meetings with
the Chair and the Senior Independent Director respectively, feedback
was provided on the Board’s oversight of financial performance in
North America and the Terminix integration, Board diversity, and on
succession planning. These views have been carefully considered
by the Board, the Nomination Committee and management (as
appropriate). In line with usual practice, the Chair will meet with
shareholders as part of the annual engagement exercise ahead
of the 2026 AGM, to understand their views on governance and
strategy matters.
Rentokil Initial plc
Annual Report 2025
87
Strategic Report
Other Information
Financial Statements
Corporate Governance
Governance framework
A strong system of governance throughout the Group is essential to achieving our mission and delivering our strategy. The Board reserves certain
responsibilities, with specific responsibilities delegated to the Board Committees, and the day-to-day management of the Group delegated to the
Chief Executive, who is supported by the ELT. This governance framework provides the Board with confidence that the appropriate decisions are
taken at the appropriate levels, and further allows the Board to ensure it meets its obligations to our shareholders and other stakeholders.
Audit Committee
Provides effective financial governance and
oversees the Group’s financial and narrative
reporting, risk management, and internal
control environment, and the external
and internal audit process.
Nomination Committee
Ensures the correct balance, structure,
and composition of the Board and its
Committees, and reviews Board and
executive succession planning, talent
programmes, and diversity and inclusion.
Remuneration Committee
Reviews and agrees with the Board the
remuneration framework, determines the
remuneration packages of the Executive
Directors and senior management, and
considers workforce remuneration
arrangements.
The Board
The Board’s role is to set the strategy to create sustainable, long-term value for shareholders and other stakeholders. It governs within
a framework of prudent and effective controls that enable it to manage and assess risk. The Board strives to operate in a constructive,
ethical, and transparent manner at all times, and to set the tone for the rest of the business.
Matters reserved for the approval of the Board are set out in writing and reviewed periodically. They are available to view on our website.
Chief Executive and the ELT
The Board delegates the execution of the Company’s strategy and the day-to-day management of the business to the Chief Executive.
The Chief Executive cascades authority to the ELT and wider management team through a documented Group Authority Schedule,
which the Board reviews annually. The ELT also manages ESG matters.
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
Board Committees
Disclosure Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller, Group
General Counsel & Company
Secretary, and Head of Investor
Relations, the Disclosure
Committee supports the
Board’s responsibility for the
accuracy and timeliness of
external disclosures and
compliance with the Market
Abuse Regulation. Details of its
meetings and decisions are
reported to the Audit
Committee.
Treasury Committee
Comprising the Chief Financial
Officer, Group Treasurer, and
Group Financial Controller, it
reviews and approves the
capital structure and financing
strategy, as well as risk and
cash management.
Group Risk Committee
Comprising the Chief Financial
Officer and six other functional
executives, the Group Risk
Committee reviews the internal
control environment and
emerging risks, and considers
internal policies and procedures
for identifying, assessing, and
reporting risks, meeting
quarterly. Details of its
discussions are reported to
the Audit Committee.
Investment Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller, and Group
General Counsel & Company
Secretary, the Investment
Committee reviews and
approves investments below
the threshold requiring Board
approval, including M&A, and
expenditure on property and
environmental remediation. It
also conducts post-acquisition
reviews of completed M&A
transactions and reviews
material litigation quarterly.
Find out more: Key activities during 2025,
pages 91 to 93
Find out more: Strategy and Business Model,
pages 16 to 19
Find out more: Board biographies,
pages 80 and 81
Find out more, pages 99 to 106
Find out more, pages 107 to 112
Find out more, pages 113 to 139
Find out more: Strategy and Business Model,
pages 16 to 19
Find out more: Executive Leadership Team biographies,
pages 82 and 83
Management Committees
Operating under authority delegated by the Board to the Chief Executive and Chief Financial Officer, these Committees each have
specific remits and authority to approve decisions within set limits approved by the Board.
Our Governance
continued
88
Rentokil Initial plc
Annual Report 2025
Division of responsibilities
The Board has collective responsibility for the governance of the Company, using clear authority and reporting governance structures to undertake
its duties as set out on page 88. This clear division of responsibilities enables the Board to operate effectively, fulfil its responsibilities, and provide
valuable oversight. The responsibilities of the Board members are set out below. The pro-forma appointment letters for a Non-Executive Director
and the Chair of the Board are also available on our website.
Chair of the Board
Richard Solomons
• Leading the effective operation and
governance of the Board
• Setting the Board agenda, including
discussing issues of strategy,
performance, accountability, risk,
and sustainability
• Demonstrating objective judgement
and providing constructive challenge
to management
• Facilitating active engagement by all
Directors
• Setting clear expectations on culture,
values, and behaviour
• Ensuring effective communication with
shareholders and other stakeholders
• Leading the annual evaluation of the
performance of the Board and Chief
Executive
Senior Independent Director
John Pettigrew
• Leading the Non-Executive Directors
in the annual appraisal of the Chair of
the Board
• Working with the Chair on the
effectiveness of the Board
• Providing an alternative channel of
communication for investors, primarily
on corporate governance matters
• Being a sounding board for the
Chair of the Board
• Chairing the Nomination Committee
when it is considering succession
to the role of Chair of the Board
Chief Executive
Andy Ransom
• Ensuring effective leadership and
day-to-day running of the Company
• Recommending and executing strategies
and strategic priorities
• Managing operational and financial
performance, including monthly
performance reviews with all regions,
and identifying and managing risks to
achieving the strategy
• Keeping the Chair and Board appraised
of any key matters
• With the Chief Financial Officer,
explaining the Company’s performance
to shareholders and other stakeholders
• Reviewing the organisational structure,
including executive management
capability, development, and planning
for succession
• Overall development of Group policies
and the communication of the Company’s
mission, vision, and values
• Promoting the Company’s responsible
business and ESG agenda
Independent Non-Executive Directors
Brian Baldwin, David Frear, Sally Johnson,
Sam Mitchell, Leanne Sheraton,
Cathy Turner, Linda Yueh
• Contributing independent challenge
and rigour
• Providing external experience and
knowledge to the Board’s agenda
• Assisting in the development of the
Company’s strategy
• Ensuring the integrity of financial
information, internal controls, and risk
management processes
• Monitoring the performance of the
Executive Directors to agreed goals
and objectives
• Advising and being a sounding board
for Executive Directors and members
of the ELT
• Performing their Committee
responsibilities
Chief Financial Officer
Paul Edgecliffe-Johnson
• Supporting the Chief Executive in
developing and implementing strategy
• Supporting the Chief Executive in
managing the operational and financial
performance of the Group
• With the Chief Executive, explaining
performance to shareholders and other
stakeholders
• Presenting and reporting accurate and
timely historical financial information
• Recommending appropriate financing,
tax, and treasury arrangements
Company Secretary
Rachel Canham
• Assisting the Chair in developing the
Board calendar and agendas
• Ensuring that the Board has the policies,
processes, information, time, and
resources it needs in order to function
effectively and efficiently
• Assisting the Chair and Senior
Independent Director in their evaluation
of the Board’s effectiveness
• Advising the Board and its Committees
on governance matters, and managing
effective corporate governance and
compliance arrangements for the Board
• Facilitating Board induction and
development programmes
• Facilitating Board engagement with
the business and key stakeholders
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Other Information
Financial Statements
Corporate Governance
Board and Committee performance review
The performance and effectiveness of the Board, its Committees, and
individual Directors are comprehensively assessed annually through
a formal performance review. In accordance with Provision 21 of the
UK Corporate Governance Code, we have adopted a three-year cycle
of external Board performance review, with the last external
performance review undertaken in 2023.
During 2025, we undertook an internal review of the Board and the
Committees, conducted through a questionnaire completed by all
Directors. The outcome of the evaluation was then reviewed by the
Chair and Committee Chairs ahead of discussions on themes and
actions being held at the Board meeting in March 2026.
The 2025 Board performance review revealed positive feedback on the
Board visits to North America, the Board’s role in setting the Group’s
strategy, and access to high-quality information and advice from the ELT
and Group General Counsel & Company Secretary between meetings.
The review concluded that the Board was operating effectively.
Following its review of the themes, the Board agreed a certain
number of opportunities for improvement and actions noted below.
The review process included separate questionnaires for the
Committees, completed by Committee members, and by regular Board
attendees. In all Committee reviews, positive feedback was given for
the relevant Committee Chair. The Committee performance reviews
concluded that the Board Committees operate effectively and are
well-integrated into Board decision-making processes. Further details
are set out in each Committee report on pages 106, 108 and 118.
2025 evaluation recommendations and actions to be taken during 2026
Board succession planning
and talent development
• The Nomination Committee will focus on succession planning for the Non-Executive Directors due to reach
their nine-year tenure in the near term, utilising the areas of focus identified in the Board skills review.
• The Nomination Committee identified that depth of talent for succession planning in key roles across the
business would continue to be a focus for 2026.
Further enhance the
oversight of performance and
progress by region
• The Board will continue to focus on its oversight of the regions this year. Regional MDs will be asked
to enhance the presentation of KPIs.
Further build the Board’s
understanding of technology
developments, including AI
and cybersecurity
• The Board will hold further deep dives during the year into technology developments applicable to our
business, including AI and cybersecurity.
2024 evaluation recommendations and progress made during 2025
Oversight of performance
and progress by region
• The Board continued to focus on its oversight of the regions this year. Board papers were developed
to include further operational metrics and business performance against plan and prior year.
Further build the Board’s
understanding of customers
and competitor strategy
• The Board held a deep dive into lead generation, customers, and competitors, as part of its strategy session.
Board succession planning
and talent development
• The Board welcomed two new Non-Executive Directors, Leanne Sheraton and Sam Mitchell, in 2025.
• The Nomination Committee reviewed the depth of talent for succession planning in key roles across the
business.
Location and scheduling of
Board meetings
• The Board held two meetings in North America in 2025, to allow for further engagement with the
North America Leadership Team.
Director evaluation
Evaluation of individual Director performance was carried out by
the Chair. The reviews are used to inform the recommendation
to shareholders for the re-election of Directors at the AGM.
In the Chair’s one-to-one discussions with each Director, topics covered
included:
• Their performance and individual effectiveness, including their
contributions to Board and Committee meetings;
• Their time commitment and external appointments;
• The Board’s composition and balance of skills, including
Non-Executive Director succession plans; and
• The overall effective functioning of the Board.
The review of the performance of the Chair was led by John Pettigrew,
Senior Independent Director. John sought feedback in one-to-one
discussions with Non-Executive Directors, without the Chair present,
and also took into account the views of the Executive Directors.
The feedback was collated and shared with the Chair.
Executive Directors are subject to regular review, with the Chief
Executive appraising the performance of the Chief Financial Officer as
part of the annual Group-wide performance evaluation of all colleagues.
The Chair evaluates the performance of the Chief Executive as part of
the same process. The Remuneration Committee also reviews Executive
Director performance as part of its discussions on remuneration,
including bonus payments.
The Nomination Committee takes the outcome of these evaluation
processes into account each year in order to inform the Nomination
Committee’s recommendation for Board members to be put forward for
re-election by shareholders. All Directors were deemed to be effective
members of the Board and are recommended for re-election at the
Company’s AGM.
Our Governance
continued
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The Board monitors the Group’s performance against its strategy, as
defined at the annual strategy review sessions, throughout the year.
Strategy updates provided to the Board include reports by the Chief
Executive at each scheduled Board meeting, which among other things
include an overview of health and safety results, information on our
financial and non-financial key performance indicators (KPIs), an update
on M&A activity, external insights (including media commentary), and
a summary of people matters. The Board also receives performance
management reports from the Chief Financial Officer, which include an
overview of financial and operational business performance, an update
on investor relations, and the outcome of regional business and
functional reviews.
The Board’s annual strategy session was held over two days in October
and November and gave the Board the opportunity to conduct a
comprehensive review of the Group’s strategic plan. The event was
designed to provide a comprehensive review of the key immediate
priorities that would shape the Group’s future success. The acceleration
of growth in the North America business was considered, as well as the
evolution of our technology strategy, with a particular focus on AI and
data. The presentations on our North America business included an
update on our growth model for North America, the
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plan.
There was a deep dive on lead generation and the acquisition and
retention of customers as part of the ‘Drive to 85’ customer retention
initiative.
The Board also received an update on the Terminix integration,
with a focus on priorities and next steps. The presentations on our
International business included an overview of the Pest Control and
Hygiene & Wellbeing markets, the structure of the international
business, and a deep dive into the Group’s innovations. The Board
also received a corporate finance update, which focused on our M&A
activity, and a financial update on the medium-term strategic plan.
During 2025, the Board undertook regional deep dives with the
management teams for the North America, Latin America, Asia &
MENAT, and UK & Sub-Saharan Africa regions. These sessions provide
an overview of operational performance and future strategy for the
relevant region, and highlight specific areas of progress or challenge.
They also allow the Board the opportunity to gain further knowledge
and engage with the leadership team in the region on particular areas
of focus.
The deep dive for North America took place in Miami in June 2025. The
Board reviewed the performance of the business, with a particular focus
on growth and performance drivers in the region. They also considered
potential strategic opportunities, including benchmarking against our
key competitors. Following the presentations, the Board joined the
North America management team for dinner.
In July and December, the Board considered the Group’s sustainability
strategy, including the steps being taken towards achieving the net zero
target by 2040 (see the Responsible Business section on pages 48 to
65 for more information).
In June, the Board received an update on the Investor Relations
function, including the composition of the Company’s share register and
planned investor engagement activities. The Board also discussed the
Company’s ADR programme and the key areas of focus for investors.
Customer and supplier contracts over an agreed threshold are also
reviewed and approved by the Board. In 2025, this included a vehicle
supply contract.
Board activities 2025
In order to discharge responsible leadership and optimise the breadth
of Board oversight, the Board conducts discussions at formal meetings
facilitated by carefully structured agendas which are agreed in advance
with the Chair, in conjunction with the Chief Executive and Group
General Counsel & Company Secretary.
A review of safety, health, and environment performance is the first item
on the agenda at scheduled meetings. The Chairs of our Board
Committees also provide verbal reports on the proceedings of those
meetings, highlighting key discussion points and particular concerns
for the Board’s attention. Other standing agenda items comprise reports
on operational and financial performance, and legal and governance
updates. Details of the key matters receiving Board attention at
meetings in 2025 are set out below.
As an acknowledgement of the value of understanding the views of our
stakeholders and their importance in the ability to deliver our strategy
and purpose, the Board takes into account the Group’s key stakeholders
and their diverse perspectives as part of the Board’s discussions.
Examples of this approach in relation to certain principal decisions
taken by the Board during the year can be found on page 94.
Colleagues
Shareholders
Customers
Communities
Suppliers
Key to stakeholder groups:
Strategy
ENABLING
EFFICIENCY
THROUGH
AI
At the annual strategy session, the Board conducted a
comprehensive review of the Group’s technology roadmap,
specifically focusing on AI as a primary enabler for operational
efficiency. This review emphasised the critical importance of
establishing a trusted single source of truth through modernised
data foundations and a global governance framework to ensure the
responsible and ethical deployment of AI technologies across all
our regions. We scrutinised specific high-impact initiatives,
including the rollout of an AI agent platform designed to automate
complex administrative workflows, and evaluated our transition
towards becoming an ‘AI First’ enterprise.
North America
Accelerate profitable
growth in North America.
M&A
Accelerate growth
through targeted M&A.
International
Pest Control
Invest in innovation
and digital to grow
International Pest Control.
Organisation
Build a high-quality
service company through
investment in colleagues
and technology.
Hygiene & Wellbeing
Deliver operational
excellence in global
Hygiene & Wellbeing.
Financial
Focus on efficiency,
cash flow and disciplined
capital allocation.
Strategic priorities key:
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Other Information
Financial Statements
Corporate Governance
A review of safety, health, and environment (SHE) performance is the
first item on the agenda of each scheduled Board meeting – a practice
mirrored at our ELT meetings. The Board receives updates from
management on health and safety performance, including KPIs, and
consideration of any major incidents during the period, identifying any
root causes and actions or learnings as a result. Further details on
colleague safety can be found in the Responsible Business section
on page 50.
An update on the Group’s Lost Time Accident and Working Days Lost
KPIs (see page 22) is provided in each SHE presentation to the Board.
In addition, twice a year, the Board reviews our SHE leading indicators.
There are three leading indicators that focus on our more hazardous
activities, such as fumigation, which are consistently measured across
the Group, and two leading indicators that focus on compliance with
key safety training.
Throughout the year, the Board discussed the Group’s broader
sustainability strategy, including the environmental initiatives in
progress across the Group. The Board also considered updates on the
stakeholder landscape from an ESG perspective and ESG reporting
requirements.
We continued to prepare the Group for enhanced reporting required
under global and national climate-related standards (see the
Responsible Business section on page 65 for more information).
During the year, the Board received updates from the Group HR
Director on colleague retention, workforce engagement, and culture.
This included an overview of the external employment landscape,
an update on our Employer of Choice programme, and a summary
of the enhancements being made to the Group’s talent and career
development initiatives. In December, the Board also received a
summary of the key findings from our colleague survey, Your Voice
Counts (YVC). The survey, which is undertaken every two years, is one
of the principal methods for both senior management and the Board
to understand the main areas of focus for our people, and to identify
potential opportunities for improvement.
During the year, the Board oversaw a number of changes to its
composition and also to senior management. Paul Edgecliffe-Johnson
succeeded Stuart Ingall-Tombs as the Chief Financial Officer in January
2025 and Sam Mitchell and Leanne Sheraton joined the Board as
Non-Executive Directors in July 2025.
Succession planning for the North America leadership team continued
to be a major focus during the year, with Alain Moffroid succeeding
Brad Paulsen as Interim CEO, North America, in January 2025.
In March 2026, the Board approved the Company’s Gender Pay Report
as required by the Equality Act 2010 (Gender Pay Gap Information)
Regulations 2017 (see page 51 for more information). We are also making
progress in building our female representation in senior management
roles.
The Gender Pay Report is available on the Company’s website, while
further details of our approach to diversity, equity, and inclusion (DE&I)
can be found in the Responsible Business section on page 51.
Safety, health, and environment
People
Governance and compliance
The Board received recommendations from the Nomination Committee
on the appointment or reappointment of Directors during 2025,
including the appointment of Leanne Sheraton and Sam Mitchell
as Non-Executive Directors, as set out on page 109.
The Board reviews its effectiveness annually, and in 2025, work was
undertaken to progress the actions identified from the previous internal
review in 2024. The 2025 review was internally facilitated, by means
of a questionnaire, with the themes discussed and the actions arising
from that review were agreed at the Board meeting in March 2026.
Read more on page 90.
Governance procedures and practices are closely monitored by the Board,
which also has oversight of forthcoming governance developments and
regulatory changes, supported by biannual briefings from the Group
General Counsel & Company Secretary. In 2025, the Board spent time
considering the changes to the revised UK Corporate Governance Code,
in particular Provision 29. Other updates provided to the Board related
to climate reporting, the UK Listing Rules, and SEC rules.
In December, the Board noted the revision of various key Group policies
and approved the Group Authority Schedule, and an updated schedule
of governance procedures and practices, and reviewed and approved
the Committees’ terms of reference.
Our Governance
continued
NURTURING
OUR CULTURE
The Board’s review of the Group’s culture and workforce
engagement centred on the results of the YVC all-colleague
survey. We welcomed the high response rate of 91%, and noted
that the Group’s colleague Net Promoter Score (41) remained at
world-class levels. The Board focused on the regional variances,
and discussed the proposed actions for addressing the colleague
insights that the survey proffered.
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The Board receives updates on current M&A activity from the Chief
Executive as part of his report to the Board at each scheduled meeting.
Regular updates are also included on the status of the M&A pipeline.
In 2025, the Group acquired 36 businesses. When a transaction
is of a significant size or involves the Group entering a new territory
or business line, the business case is reviewed and approved by
the Board.
During 2025, the Board approved one acquisition. Further details
of our M&A activity can be found on page 21.
Twice a year, the Board undertakes a post-investment review of
acquisitions in aggregate to evaluate the performance of the total
investment in acquisitions which completed in the prior 12–30 months,
including the delivery against business cases and execution of
integration plans. The Board operates a continuous learning model to
ensure that processes, including due diligence, are refined with any
learnings from previous deals. These continue to indicate ongoing
rigour and aggregate performance of the M&A strategy against
investment criteria and key metrics.
The Board monitors its competitors on an ongoing basis through the
Chief Executive’s report and Investor Relations update, with a specific
discussion on our competitors also taking place as part of the Board’s
annual strategy day.
At each meeting, the Chief Financial Officer updates the Board on the
financial performance of the Group. The Board reviews the reporting
of the Group’s financial performance and approves the financial results
and associated regulatory announcements.
The Board assessed the viability of the Group over the next three-year
period and the potential impact of the principal risks, and stress-tested
financial forecasts for severe but plausible scenarios. The Board
approved the Viability Statement (refer to page 76) and going concern
statement.
Having considered the Group’s dividend policy and the financial
performance of the Group, the Board approved an interim dividend for
2025 of 4.15 cents per share and is recommending a final dividend for
2025 of 8.24 cents per share. This equates to a full-year dividend of
12.39 cents per share, an increase of 3.0% compared with 2024.
The Board reviews the Group’s capital structure, including financing
needs and funding, as well as capital allocation throughout the year.
In February 2025, the Board approved the issuance of one and a half
million ordinary shares to satisfy the 2022 Performance Share Plan
awards, which vested in 2025. The Board also approved the issuance
of bonds of up to $1.25 billion in order to refinance a $700 million term
loan and to create headroom for general corporate purposes. Further
information on the Company’s capital structure can be found on pages
221 and 222.
The Board reviews the Group’s annual operating plan each year, with
a draft considered in December and the final plan approved early in the
following year.
The Board also reviews the Company’s treasury policy and tax strategy
annually. The treasury policy is designed to ensure that the Group has
sufficient liquidity and manages financial risk as outlined in Note C1 to
the Financial Statements on pages 181 and 182. The tax strategy is
aligned to our wider business strategy, in the belief that this approach
creates a responsible and sustainable tax strategy that should
strengthen long-term shareholder value. The current tax strategy, which
was approved in October 2025, is available on the Company’s website.
Risk management and internal controls effectiveness are considered by
the Board throughout the year as part of its review of business strategy
and performance, and in its regular engagement and consultations with
executive management. The Audit Committee and senior management
also update the Board and give it assurance that risks are being
identified, effectively managed, and mitigated.
The Board reviewed the Speak Up process and reports received
in 2025, and considered any material thematic issues identified
(see page 106).
The Board undertook a review of the effectiveness of the Group’s risk
management and internal controls systems and found them to be
effective. Further details can be found on page 121.
The Audit Committee and the Board also receive quarterly updates
of ongoing material litigation and claims within the Group, including
periodic updates on termite damage claims by customers in North
America and ongoing actions to manage this risk. Further, the Board
receives an annual briefing on IT security, which this year covered the
advanced methods being employed by threat actors and the training
opportunities in place for colleagues to manage the current and
emerging threats.
Mergers and acquisitions
Financial management
Risk monitoring and oversight
EXTENDING OUR
CYBER RESILIENCE
In December, the Board considered an update on the Group’s
cyber security resilience, acknowledging the dual nature of
emerging technologies as both a strategic opportunity and an
evolving risk. We explored the rising volume and sophistication
of cyber threats, and considered the continued effectiveness of
the Group’s controls and technology investments.
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Other Information
Financial Statements
Corporate Governance
Principal decisions of the Board
We consider the principal decisions of the Board to be those direct
decisions taken, rather than delegated to management or a Committee
of the Board (unless considered and approved in principle by the whole
Board first), and which may have a potentially material impact on the
Company’s strategy, a stakeholder group, or the long-term value
creation of the Company.
We group the Board’s principal decisions into nine categories: financial
results; capital allocation; funding; strategy (including ESG strategy);
M&A activity; supplier and customer contracts; Board changes;
Company statements; and other matters reserved to the Board. Within
these categories, some matters are considered less material or
strategically significant. These business-as-usual matters include items
such as the Committee’s terms of reference and the issue of new shares
to satisfy our executive share plans.
An overview of the Board’s activities during 2025 can be found on
pages 91 to 93. This contains details of the significant decisions made
during the year. In addition, examples are provided below to illustrate
how the Directors have had regard to the matters set out in section
172(1)(a)–(f) of the Companies Act 2006 when making principal
decisions in 2025 (these include consideration given to key
stakeholders, including employees, communities, and commercial
counterparties. Relevant Board papers for deliberation or decision by
the Board are drafted to set out the potential impact on stakeholder
groups, to aid the Board’s consideration.
The section 172(1) statement can be found on page 66, with further
details of the Board’s engagement with stakeholders during the year
provided on pages 95 to 98.
Disposal of France Workwear
In May 2025, we announced that we had entered into an
agreement for the intended sale of the Workwear business in
France to H.I.G. Capital. The business comprised Rentokil Initial’s
workwear, flat linen and clean room business in France.
Long-term results
The Board considered that the proposed sale of France
Workwear would position the Group more clearly as a
streamlined Pest Control and Hygiene & Wellbeing business,
enabling the Group to effectively concentrate resources to better
capitalise on the large, attractive long-term growth markets within
these core areas.
Colleagues
The Board discussed the transition of colleagues to the new
owner, and the need to ensure job security and cultural
alignment. It was believed that the deal would provide additional
focus and support for France Workwear, enabling the leadership
team to flourish as a standalone business.
Our business relationships
The Board explored the transition of customers to the new owner,
to ensure that service levels would be maintained.
Outcome
In September 2025, we announced the completion of the sale
of the Workwear business in France to H.I.G. Capital for an
enterprise value of €410m, on a cash-free and debt-free basis,
including an earn-out of up to €30m based on the performance
of the business in 2026.
The proceeds of the sale were allocated in line with the balanced
Rentokil Initial model, distributed towards deleveraging the
balance sheet, organic growth-focused investment in the core
business, and complementary bolt-on M&A activity.
Appointment of Mike Duffy as Chief Executive
In May 2025, we announced that Andy Ransom would be
stepping down from the Board as Chief Executive on or before
the 2026 AGM. The search for Andy’s successor was a significant
focus for the Board and the Nomination Committee during the
year, with regular calls scheduled to provide progress updates on
the recruitment process. For further details on the appointment
process, refer to the Nomination Committee report on page 109.
Long-term results
In selecting a successor to Andy, the Board sought candidates
who were dynamic leaders, with a strategic growth mindset, able
to drive performance and optimise results, and to build capability
in order to maximise investment value and leverage scale.
The Board considered that a candidate with these attributes
would enable the Group to build upon the strong foundations in
place to drive operational excellence, and incremental value for
shareholders.
Colleagues
The Board was keen to ensure that the new Chief Executive
would be aligned with our mission, vision and values, and able to
reenforce our positive, inclusive culture. A successful leader with
the ability to retain and attract top talent and inspire our
colleagues.
Our business relationships
The Board focused on candidates with business-to-business
and/or business-to-consumer knowledge and experience,
who had overseen multi-site operations and route-based
services. It was important that the relevant candidate would
have an understanding of our business, and the priorities of our
customers, to further develop continued improvements in the
customer experience.
Outcome
In January 2026, the Board announced that Mike Duffy would be
appointed as Chief Executive and an Executive Director, effective
16 March 2026. Mike joined as Chief Executive Designate on
16 February 2026, to ensure a smooth transition with Andy.
The Board believes that Mike, with his proven track record
of delivering profitable growth and transforming businesses,
has the right skills and capabilities to enable the Group to realise
its full potential over the coming years.
Our Governance
continued
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We recognise the importance of our stakeholders’ views and we ensure
that we engage with them across the world to fully understand and act
upon their issues and concerns. We approach stakeholder engagement
at a global, country and local level, to enable all stakeholder groups
to have access to information about our business and activities, and
can identify issues important to them. We believe that, by engaging
regularly with all of our stakeholders and responding to their feedback,
we support the long-term sustainability of our business.
We have a broad range of stakeholders who influence, or are affected
by, our day-to-day activities, and have varying needs and expectations.
Our aim is to develop and maintain positive and productive relationships
with all our stakeholders. We identify the key stakeholders relevant to
the Group’s businesses or operations as our colleagues, shareholders,
customers, communities, and suppliers.
The following pages provide information on our key stakeholders,
including associated issues and impacts, how our businesses engage
with these groups, how the Directors receive information about our
key stakeholders, and some examples of engagement the Directors
undertook in 2025. You can find our section 172(1) statement, which
describes how the Board has regard to key stakeholders, on page 66,
with examples of principal decisions taken in 2025 and the attention
given to stakeholders in its considerations on page 94.
Workforce engagement
In assessing the Board’s engagement with the Group’s workforce, we
believe our existing arrangements for workforce engagement remain
appropriate, taking account of the potential methods, as set out in the
UK Corporate Governance Code. Having regard to the size, distribution,
and scale of our businesses and our dispersed, global workforce,
we believe our framework of local and regional engagement tools,
which flow up to the Board, together with supplementary individual
Director engagement, remains effective.
Management reports to the Board regularly on performance measures
such as colleague retention, YVC survey results, and Glassdoor ratings,
alongside periodic updates on culture, talent, and workforce
engagement initiatives.
We encourage each Non-Executive Director to engage individually with
a range of colleagues. They do this by visiting technicians or customers,
having discussions with relevant management teams across different
regions or functions, adding visits to local Rentokil Initial operations to
their other travel plans, or attending town hall sessions or management
meetings. Their individual engagement activities are then discussed
with the Board. We also identify ways for the Board collectively to
engage with target groups across the year.
The workforce engagement undertaken by the Directors allows the
Board to gain a deeper understanding of how individual businesses
and functions operate and the approaches taken by management, and
an awareness of our culture in practice. Feedback from engagement
activities is used to help determine any areas for additional strategic
focus by the Board or management.
Our purpose and our core values of service, relationships, teamwork,
and responsibility reflect the central importance of our stakeholders
to our business and influence how we engage with them.
Our Stakeholders
Colleagues
Customers
Shareholders
Communities
Suppliers
Why we engage
We deliver greater value
to our business and
customers, by ensuring
our suppliers share our
values and standards
We respect, and accept
our wider responsibility to,
the communities in which
we operate and employ
We succeed or fail by the
quality of service we offer
our customers
We aim to be a
world-class Employer of
Choice, and rely on the
skills and commitment of
our people to achieve our
business goals
We aim to generate
long-term profitable
growth to help deliver
value for our shareholders
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Financial Statements
Corporate Governance
Our Stakeholders
continued
Our colleagues are those who are directly
employed by us. We currently employ
c.63,400 colleagues, who operate in
90 countries.
Key issues for stakeholder group
• Health and safety
• Training and career development
• Tools to do the job
• Wellbeing
• Reward
• Culture and values
• Community support
Why we engage
We aim to be a world-class Employer of
Choice, providing a safe working environment
and career and development opportunities.
We rely on the skills, experience, and
commitment of our people to meet our
business goals and place great importance
on recruiting the best talent and developing
and retaining our colleagues.
Impact/value created
• Pay and benefits to colleagues
• Training and development opportunities
• Long-term career opportunities
Business engagement
All colleagues are provided with information
on matters of concern to them in their work,
through regular briefing meetings and internal
communications, as well as our internal U+
training system, which hosts both technical
and leadership courses and learning, and
regular briefing meetings and internal
communications. Engagement events are also
hosted by individual businesses and leaders,
such as conferences, town halls, and senior
executive updates, to inform colleagues of
key factors affecting our business.
Other methods include:
• biennial YVC colleague survey and periodic
pulse surveys;
• annual personal development reviews for
colleagues and line manager training;
• the
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magazine published
online quarterly;
• the Speak Up ethics hotline; and
• works councils, including an EU forum.
Measurements
We measure our impact by monitoring
recruitment and retention levels (colleague
retention is a key metric within our
Performance Share Plan scheme (see page
123)), diversity, the results of YVC surveys,
performance ratings, the amount of new
U+ online training content made available
and online learning views, and the talent
pipeline of graduate schemes and
apprenticeships. We also monitor
external ratings, such as Glassdoor.
Rentokil Indonesia
Our Indonesia business celebrated
a Rentokil 100 Years Strong Fun Walk,
bringing together over 1,000 colleagues,
families and partners. The 5km event
blended fitness with a festive
atmosphere, featuring interactive
activities and a drone-captured human
formation of the number ‘100’ to mark
the historic milestone.
RI reception at the House of
Commons
To commemorate Rentokil’s 100-year
anniversary, a reception was held at
Westminster Hall, a location of profound
historical significance to the company.
The event brought together members
of the Board, long-standing customers,
and colleagues to celebrate the
preservation of the hall’s iconic medieval
hammer-beam roof – a structure that
survives today only because of Rentokil
founder Harold Maxwell-Lefroy’s
pioneering treatment for deathwatch
beetles. This milestone gathering
honoured both our heritage and the
enduring partnerships that have defined
our first 100 years.
Colleagues
Information flow to the Board
• Health and safety reports
• Monitoring KPIs, such as colleague retention
• Results of YVC colleague and pulse surveys
• Regional deep dive presentations
• Biannual Employer of Choice update
• Key management changes included in every
Chief Executive report
• Notification of key awards won/shortlisted
• Gender Pay Report
• Ethical concerns reported via the confidential
reporting process, Speak Up
• Modern Slavery Statement
Board engagement
The Board engages with a broad range of
the senior management team, whether this
is by joining senior management meetings or
colleague events, or by colleagues attending
and presenting to the Board at its meetings.
Wherever possible, the Board seeks to
continue this engagement outside of the
boardroom via informal events such as
lunches or dinners. In June, the Board had
dinner with the North America management
team, and on two occasions the Board had
lunch with colleagues in our talent programme.
The Board also had dinner with members of
the Executive Leadership Team in October.
The Board added an additional North America
trip to their 2025 calendar, allowing for further
opportunities to interact with our colleagues.
The opportunity for Director engagement with
other colleagues is primarily via visits to local
Rentokil Initial operations, attending town hall
sessions, undertaking site visits, or going
on ‘ride-alongs’ with technicians. In 2025,
as part of their inductions, Leanne Sheraton
and Sam Mitchell joined technicians on
a ‘ride-along’. Directors also have the
opportunity to hold individual meetings
with colleagues. The outcome from any
engagement, as well as any feedback that
has been received, is shared at Board
meetings where appropriate.
Information is shared from the Board to
colleagues via established methods of
colleague engagement, as described above.
96
Rentokil Initial plc
Annual Report 2025
Our customers range from global food
producers to hotel chains, and from industrial
goods businesses and restaurants to
individual residential customers.
Key issues for stakeholder group
• Safety
• Expertise and service quality
• Innovation
• Digital portals
• Transparency
• Quality assurance and insights
• Cost
• Regulatory compliance
• Sustainability
Why we engage
In a service industry, we succeed or fail by the
quality of the service we offer our customers.
Understanding their needs supports our
product and service development, and our
customer retention rates.
Impact/value created
• Healthier and more hygienic facilities
• Regulatory compliance
• Supporting customers’ own sustainability
targets
Business engagement
We carefully manage our ongoing relationship
with customers, to ensure we meet the
expected level of service. This includes the
provision of training for customers’ staff,
as necessary. We also engage with our
customers, and share our research and
innovation, through:
• participation in industry forums and events;
• our Annual Report and industry-focused
publications; and
• innovation showcases.
Measurements
We measure our impact by monitoring our net
gain and portfolio development, operating
margin and density, and opportunity pipeline.
We also monitor customer satisfaction through
our Customer Voice Counts (CVC) survey and
external ratings and measurements, such
as Trustpilot. CVC is a key metric within
our Performance Share Plan scheme
(see page 123).
Information flow to the Board
• Regional deep dive presentations
• CVC scores
• Strategy day review – including product
pipeline and innovation
• Material customer contracts requiring
Board approval
• Monitoring external measures such
as Trustpilot
Board engagement
The Board has the opportunity to meet
customers on overseas site visits and as
part of a ‘ride-along’ with technicians.
Due to the highly dispersed nature of our
customer base, in which the largest customer
represents significantly less than 1% of revenue,
we believe that the current level of engagement
is appropriate, and we will continue to keep this
under review.
Business engagement
• Institutional investor meetings
• Wholesale distribution channels, such as sell
side research and broker-led conferences
• Investor roadshows
• Ad hoc meetings with investors on specific
topics, such as ESG
• AGM
• Correspondence with retail shareholders
• Annual Report and Form 20-F
• Corporate website
• Results presentations
• Our Responsible Business Report
Measurements
We measure our impact by monitoring our
share price and TSR, gathering feedback
at investor meetings, and reviewing
analyst notes.
Information flow to the Board
• Chief Financial Officer report at each Board
meeting includes an investor relations
update
• Financial performance reports
• Analyst notes circulated
• Presentations on market perspectives
by the Company’s brokers
• Feedback from investor meetings
Board engagement
There are a number of ways the Board
engages directly with shareholders, including
correspondence with investors, attendance
at the Preliminary and Interim Results
presentations, meetings with the Chair and
the Chair of the Remuneration Committee,
and the AGM.
2026 Annual General Meeting
The Board values the AGM as an
opportunity to engage with our
shareholders and update them on the
business. The 2026 AGM will be held at
2.00pm on 7 May 2026 at our offices in
Compass House, Crawley, and will also be
broadcast via live webcast. A separate
Notice of Meeting, containing both an
explanation of the items of special business
and full details of how to join the meeting
remotely, has been sent to shareholders
and is available on our website.
Our shareholders range from global
investment funds and institutions based
primarily in the UK, North America, and
Europe, to small private investors, who
are often current or former colleagues.
Key issues for stakeholder group
• Integration of Terminix
• North America organic growth
• Total Shareholder Return (TSR)
• Growth in revenue and profit
• Cash flow and returns, e.g. dividends
• Brand and market leadership
• Innovation and digital differentiation
• Consistent execution of our strategy
• ESG performance
Why we engage
We aim to generate long-term profitable
growth to help deliver value for our
shareholders, and want our investors and
investment analysts to have a strong
understanding of our business, strategy, and
performance. Our investors are the owners
of the business, and continued access to
capital is vital to our long-term performance.
Impact/value created
• Earnings per share
• Compounding model
• Dividends
• Free Cash Flow
Customers
Shareholders
The Chair writes to key shareholders each
year to offer the opportunity to engage with
him ahead of the AGM. In March 2025, he
wrote to our top investors, representing
c.34% of the Company’s issued share capital.
In response to his offer, the Chair held multiple
meetings with investors. Topics covered
included the integration of Terminix,
sustainability and culture, management
succession planning, and Board composition.
The Board receives verbal updates from the
Chair on meetings he has held with investors.
The Chair holds meetings with large investors
across the year on request.
The Chair and Committee Chairs welcome
any comments on this report and shareholders
are invited to contact them via email at
chair@rentokil-initial.com. They will also
be available to answer questions at the
Company’s AGM.
Rentokil Initial plc
Annual Report 2025
97
Strategic Report
Other Information
Financial Statements
Corporate Governance
Our communities are those who live in areas
where we work, such as local residents,
businesses, schools, and charities.
Key issues for stakeholder group
• Contribution to public health and safe
environment
• Jobs and investment
• Environmental and societal impacts
• Long-term relationships
Why we engage
We respect the communities in which we
operate and employ people, but we also have
a wider responsibility to key communities and
environments around the world. We partner
with charities and community initiatives in
communities where we operate, and
encourage a long-term partnership approach.
Impact/value created
• Tax paid
• Charitable donations
• Reduction in energy and fuel-derived
emissions
• Employment of people in local communities
Business engagement
• Sponsorship and colleague volunteering
• Partnerships with schools, colleges, and
universities
Measurements
We monitor our impact by measuring the
amount of charitable cash donations made
each year, our inclusion in ESG indices, and
our ranking with independent organisations
such as the Dow Jones Sustainability Index
and Sustainalytics.
Information flow to the Board
• Safety, health, and environment updates
• Regional deep dive presentations
• Annual Report review
• Responsible Business Report review
• Updates on RI Cares (see page 53)
• The
R
I
GH
T
WAY
magazine, which contains
a variety of examples of the business and
our colleagues engaging with the community
Board engagement
While communities and the environment
continue to be a focus for the Board, no direct
engagement took place between Directors
and communities during 2025. Given the
nature of our business, we believe that the
indirect engagement provided is at an
appropriate level and no direct Director
engagement is required, and we will continue
to keep this under review.
More information on our responsible business
priorities with regard to the environment can
be found on pages 56 and 57, and with regard
to communities on page 53 to 55.
Our suppliers range from major manufacturers
of key products and consumables to our
global business, to suppliers of indirect goods
and services used to support our operations.
Products supplied include pest control bait,
paper, soaps, and waste collection units, while
indirect suppliers include technology services,
fleet vehicles, and telecommunications.
Key issues for stakeholder group
• Long-term engagement and innovation
• Pricing
• Continuous improvement approach
• High standards of product quality and
service delivery
• ESG matters, including human rights,
data protection, and modern slavery
• Environmental standards and
improvement plans
Why we engage
Our major suppliers must share our corporate
standards and values, as these strategic
partnerships deliver significantly more value
to our business and our customers.
Impact/value created
• Optimised supply chain from manufacturer
to end customer
• Joint development of bespoke products
and service innovations
• Efficient sourcing of proprietary products
from global and local suppliers
Business engagement
Suppliers are classified into critical, major,
and minor suppliers, to ensure that they
are managed at the appropriate level.
Our Supplier Code of Conduct defines
the standards and values expected of our
suppliers. It is available in 19 languages
and signed by all critical and major suppliers.
The Group Procurement team manages the
relationships with critical suppliers, including
comprehensive audits of their operations.
Local procurement teams manage major and
minor suppliers. These relationships are
coordinated through the quarterly Global
Procurement Forum to ensure alignment
and sharing of best practice.
Measurements
We monitor our impact by measuring:
• monthly On-Time and In-Full delivery metrics;
• delivery lead times and quality complaints;
• annual revenue development, product
innovations, and pricing management;
• supplier audit scores and ESG accreditations;
and
• suppliers completing our in-house training
on modern slavery awareness.
Information flow to the Board
The Board oversees the principal engagement
undertaken by operational management
(especially the central procurement and supply
chain function, and national procurement
managers) through:
• the Chief Executive report at each Board
meeting, which includes commentary as to
the supplier discussions held with the ELT;
• review and approval of our major supplier
contracts;
• approval of our Modern Slavery Statement;
and
• oversight of the Supplier Speak Up ethical
reporting process.
Board engagement
Given the nature of the business, we do not
expect our Directors to have any direct
engagement with our suppliers. They instead
rely on the indirect engagement methods set
out above.
Communities
Suppliers
Our Stakeholders
continued
Rentokil Initial Chile celebrates
World Environment Day
In celebration of World Environment Day,
Rentokil Initial Chile launched a nationwide
environmental campaign across all 14
branches. Engaging over 600 employees,
the initiative combined education with direct
action, including a national training
programme and a family trekking event that
cleared 350kg of waste from natural
reserves.
The campaign also featured ‘Ecobattle’,
an internal recycling challenge that
recovered over 500kg of plastic bottles,
and sustainability projects such as indoor
air-purifying plants and a new vegetable
garden at our Chile headquarters.
98
Rentokil Initial plc
Annual Report 2025
Audit Committee Report
The Audit Committee continues to
play a crucial role in providing all of
our stakeholders with confidence in
the integrity of our reporting and the
effectiveness of our controls.
Sally Johnson
Chair of the Audit Committee
Areas of focus in 2025
• Continued oversight of the Company’s SOX programme
• Continued review of internal and external audits
• Continued oversight of fraud risk and controls
• Cyber security
• Oversight of financial reporting, including the termite provision
Areas of focus in 2026
• Oversight of effectiveness relating to Provision 29 of the
2024 UK Corporate Governance Code
• Review of External Quality Assessment of the Internal Audit
Function
• Continued oversight of the Company’s SOX programme
• Continued review of internal and external audits
• Fraud control oversight
Committee members:
Sally Johnson (Chair)
John Pettigrew
Linda Yueh
Sam Mitchell (from 1 June 2025)
In this report:
• Significant issues and judgements – page 102
• External audit – pages 103 and 104
• Internal audit – page 104
• Risk management and internal control – pages 105 and 106
Dear Shareholder
I am pleased to present the Audit Committee Report for the year ended
31 December 2025.
The Audit Committee’s extensive agenda included our usual activity
relating to financial reporting, oversight of the external audit, and
oversight of risk management and internal controls. Key matters
considered by the Committee during the year are set out on pages 100
and 101.
As Audit Committee Chair, I have held independent meetings
throughout the year with finance, legal and internal audit team members
as well as the external audit partner. Members of senior management
and external advisers have presented to the Audit Committee on key
matters including training, regional finance matters, and cyber security.
The Audit Committee has overseen good progress in the maturity of
the Group’s control environment, with a continued focus on the Group’s
SOX compliance. We have had regular and comprehensive updates
from management on the SOX programme.
PwC was reappointed as external auditor at the AGM in May 2025.
In 2025, the Audit Committee continued to focus on the oversight
of the quality of the external audit, including the advancement of
audit technology to deliver on our 2025 audit strategy. We have
completed the annual audit quality review and, alongside PwC,
identified a series of actions to improve the audit process, including
the enhanced use of technology and review of audit metrics. Overall,
the Audit Committee concluded that the external auditor and the audit
process were effective.
Regular updates on the control environment are received from Internal
Audit, giving the Audit Committee the opportunity to review any control
incidents at each meeting. We also review major incidents reported via
our internal whistleblowing process, Speak Up.
The Audit Committee continues to review fraudulent activity across the
Group, where we noted a number of internal frauds related to P-Card
misuse by colleagues. Following full investigation of these incidents,
processes have been updated and further training provided where
necessary. These incidents were not material to the Group’s reporting.
The Audit Committee continues to play a crucial role in providing all of
our stakeholders with confidence in the integrity of our reporting and
the effectiveness of our controls. In line with our commitment to manage
climate change risk, we have been engaged in assessing and
monitoring this risk on an ongoing basis and as part of the year-end
audit report, and its disclosure in the 2025 Financial Statements.
During the year, the Audit Committee was pleased to note the progress
made by the Group in preparing for the implementation of Provision 29
of the 2024 UK Corporate Governance Code with effect from 2026.
The Audit Committee will support the Board in making a disclosure
covering the effectiveness of the Group’s internal controls in the 2026
Annual Report.
Sally Johnson
Chair of the Audit Committee
Rentokil Initial plc
Annual Report 2025
99
Strategic Report
Other Information
Financial Statements
Corporate Governance
Audit Committee Report
continued
The Audit Committee considered the following key areas during 2025 and early 2026:
Matters considered
Discussion and outcome
Find out more
Financial reporting
Financial reporting
The Audit Committee reviewed the 2024 and 2025 Annual Report and Form 20-F, and the
Company’s annual and interim financial statements, and received reports from both the
Group Financial Controller and the auditor on the significant financial reporting judgements
relating to each statement.
Financial reporting
on page 102
Accounting policies
and practices
The Audit Committee considered the application of the Company’s accounting policies and
practices.
Material accounting policies
on pages 153 to 155
Key accounting
matters
The Audit Committee considered key accounting matters, including termite damage claims
and provisioning, and goodwill impairment in relation to the Company’s financial results for
2024 and 2025.
Significant issues and
judgements on page 102
Other financial
reporting matters
The Audit Committee reviewed the going concern analysis, the viability statement, and the
internal control statement for recommendation to the Board.
Other financial reporting
matters on page 103
External audit
2024 and 2025
Financial Statements
The Audit Committee received a report from PwC on the results of the audit of the 2024
and 2025 Financial Statements respectively, considering key judgements and risks. The
corresponding letters of representation were also reviewed and recommended for approval
to the Board.
–
Disclosure of
information to the
auditor
The Audit Committee monitored the arrangements the Company has in place for disclosing
all relevant information to the auditor. A formal confirmation on disclosure of information to
the auditor is provided in the Directors’ Report.
Directors’ Report
on page 223
Oversight of the
external auditor
The Audit Committee reviewed the effectiveness of the oversight of the external auditor
during the year in December 2025.
–
Effectiveness of the
external auditor
The Audit Committee reviewed the effectiveness of the external auditor to ensure
the independence, objectivity, quality, rigour, and challenge of the audit process was
maintained. The Audit Committee concluded that the external auditor and the audit process
was effective.
External auditor and audit
process effectiveness on
pages 103 and 104
External auditor
reappointment
The Audit Committee considered the reappointment of PwC as external auditor, including
the terms and scope of the audit engagement, at its meeting in February 2025. PwC was
reappointed by the Company’s shareholders at the AGM in May 2025. In March 2026, the
Audit Committee recommended to the Board the reappointment of PwC as external auditor.
External auditor tender and
appointment on page 104
Audit objectives
The Audit Committee considered an update on the key objectives to evolve the quality
of the Group audit in May 2025.
External audit plan and
strategy on page 103
Audit strategy
The Audit Committee considered the audit strategy for the 2025 audit, including the audit
approach, significant risks, and areas of audit focus, scope, and level of materiality.
External audit plan and
strategy on page 103
in overseeing the financial affairs of substantial business undertakings,
and Linda Yueh has a strong economic and academic background, with
considerable experience gained in advisory roles. The Audit Committee
as a whole is, therefore, considered to have competence relevant to the
sectors in which the Company operates. Full biographical details of the
members of the Audit Committee can be found on pages 80 and 81.
The Audit Committee met formally five times during the year. Full details
of the attendance of the members during 2025 can be found on
page 79.
Meetings of the Audit Committee are attended by the Chair of the
Board, the Chief Executive, the Chief Financial Officer, the Director of
Internal Audit & Risk, the Group Financial Controller, the Group General
Counsel & Company Secretary (who acts as secretary to the Audit
Committee), and the external auditor.
The Audit Committee meets at least once per year separately with the
Company’s auditor and the Director of Internal Audit & Risk, without
executive management present. In 2025, the Committee met with PwC
twice, and met with the Interim Director of Internal Audit & Risk once
without management present. The Chair of the Audit Committee also
periodically meets other relevant stakeholders. At the Board meeting
following Audit Committee meetings, the Chair reports to the Board on
the activity of the Audit Committee and any matters of particular
relevance in the conduct of its work.
Purpose and role of the Audit Committee
The Audit Committee assists the Board in its oversight and monitoring
of financial reporting, risk management, and internal controls. The Audit
Committee’s focus is to review these areas and provide constructive
challenge to management, internal audit, and the external auditors.
This includes undertaking an annual review of the effectiveness of the
Group’s risk management and internal control systems. The Audit
Committee also oversees the relationship with the external auditors,
including their appointment and the assessment of their independence
and effectiveness.
The full responsibilities of the Audit Committee are set out in its terms
of reference, which are available on our website. The Committee’s
terms of reference were last updated in December 2025.
Membership and attendance
All Audit Committee members are independent Non-Executive
Directors. Sally Johnson, Chair of the Audit Committee, is a Chartered
Accountant and in early March 2026, the Board determined that the
Audit Committee met the UK and US composition requirements by
virtue of Sally having recent and relevant financial experience for the
purposes of the UK Corporate Governance Code, having competence
in accounting and/or auditing for the purpose of the Disclosure
Guidance and Transparency Rules, and being a financial expert for the
purposes of the Sarbanes-Oxley Act. John Pettigrew and Sam Mitchell
both have extensive commercial and operational experience
Activities of the Audit Committee in 2025
100
Rentokil Initial plc
Annual Report 2025
Matters considered
Discussion and outcome
Find out more
External audit continued
Non-audit services
The Audit Committee reviewed and approved the non-audit services and related fees
provided by the external auditor for 2025, and the policy on non-audit services.
External auditor
independence and
objectivity on page 104
External audit fees
The Audit Committee discussed and approved the fee for the 2025 audit.
External auditor
independence and
objectivity on page 104
Internal Audit
Internal Audit
The Audit Committee considered the conclusions and themes emerging from Internal
Audit reviews conducted during the year, and approved the Internal Audit Plan for 2026
in conjunction with the Board’s strategic review and operating plan for the year. The Audit
Committee considered the Internal Audit budget and, in accordance with the Internal Audit
Charter, the remuneration and tenure of the Chief Audit Executive.
Internal Audit on page 104
Internal Audit
investigations
The Audit Committee discussed the outcome of Internal Audit investigations, including the
most significant issues raised in Internal Audit reports, and received status updates on the
resolution of issues raised.
Internal Audit on page 104
Internal Audit
Charter
The Audit Committee considered and approved the Internal Audit Charter in May 2025,
which was last reviewed in December 2024. Changes were made to reflect the new global
standards issued by the Institute of Internal I thin.
Role of Internal Audit on
page 104
Effectiveness of
Internal Audit
The Audit Committee reviewed and confirmed the effectiveness of the Internal Audit
function.
Internal Audit effectiveness
on page 104
Risk management and internal controls
Internal control
framework
The Audit Committee reviewed the effectiveness of the internal control and risk
management framework.
Risk management and
internal controls on pages
105 and 106
Control environment
The Audit Committee received and reviewed matters relating to the internal control
environment provided by the Director of Internal Audit & Risk, and reviewed the Group Risk
Committee minutes.
Risk management and
internal controls on pages
105 and 106
Group risk
The Audit Committee considered the Group risks and actions to enhance their measurement,
monitoring, and mitigation actions, including approval of the principal risks disclosed in the
2024 Annual Report and consideration of those for the 2025 Annual Report.
Principal risks on pages 68
to 75
Financial controls
The Audit Committee reviewed the results of the financial controls testing carried out across
the Group by the Company’s auditor, PwC.
Risk and internal controls
on pages 105 and 106
SOX controls
The Audit Committee received regular updates on the status of the Company’s SOX programme.
An in-depth review of the status of our SOX compliance for 2025 was undertaken as part of the
meeting in December, including discussion as to any identified deficiencies.
SOX controls on page 106
Governance and compliance
Regional updates
The Audit Committee received regional finance and control updates from Europe and LATAM.
The reports detailed key priorities regarding people, controls and finance within those regions.
See also Board activities
on page 93
Tax strategy
The Audit Committee considered and recommended the Group’s 2025 tax strategy for
approval at its meeting in October 2025.
Our tax strategy can be
found on our website
Litigation
The Audit Committee reviewed quarterly reports of all material litigation and disputes
provided by the Group General Counsel & Company Secretary.
–
Disclosure
Committee oversight
The Audit Committee received a report on the activities of the Disclosure Committee at each
meeting, and reviewed and approved minor changes to the committee’s terms of reference.
–
Group Risk
Committee oversight
The Audit Committee reviewed the activities of the Group Risk Committee.
–
Business continuity
The Audit Committee received the review of the Group’s Business Continuity Plan
considered by the Group Risk Committee.
–
Letter of Assurance
The Audit Committee considered a summary of the outcome of the annual Letter of
Assurance review, noting any key exceptions provided by the senior country, regional, and
functional management and any actions proposed as a result of those returns.
Governance and compliance
on page 105
Minimum Standard
The Audit Committee reviewed compliance with the FRC Minimum Standard.
FRC Minimum Standard on
page 103
Terms of reference
The annual review of the Audit Committee’s terms of reference was undertaken in December
2025, with amendments to further align with Provision 29 of the UK Corporate Governance
Code; and consideration of the Company’s emerging and principal risks, in line with market
practice. The Committee’s terms of reference can be found on our website.
Audit Committee
effectiveness
The Audit Committee undertook its annual review of the effectiveness of the Audit
Committee.
Effectiveness review on
page 106
Rentokil Initial plc
Annual Report 2025
101
Strategic Report
Other Information
Financial Statements
Corporate Governance
Audit Committee Report
continued
Financial reporting
The Annual Report should provide the information necessary for
shareholders to assess the Company’s position, performance,
and prospects and, as a whole, should be fair, balanced, and
understandable. The Audit Committee considered closely the
judgements and decisions taken by the management team in the
preparation of the Financial Statements. The Audit Committee reviewed
and recommended approval of the half-year and full-year financial
statements during the year. Due to the listing of our American
Depository Shares on the NYSE, the Company is also required to file
a US annual report (Form 20-F), which the Audit Committee reviewed
as part of its year-end process. The sections below set out the
significant issues and judgements that were applied in preparing the
2025 Annual Report, as well as providing additional details on other
financial reporting matters considered during the year.
Significant issues and judgements
The Audit Committee has reviewed the following significant financial
reporting issues and judgements made during the preparation of the
Financial Statements with management and the auditor. The significant
areas of focus considered and actions taken are set out below. These
issues have been discussed and reviewed by the Audit Committee
during 2025 and early 2026, notably at the review of the interim results,
at the review and agreement of the audit plan for 2025, and as part
of the year-end review and approval process. Please see the section
on assumptions and estimation uncertainties in Material accounting
policies on page 155 for further disclosure on estimates
and accounting judgements.
Significant matter
Action taken
Goodwill impairment review
The Group carries material balances for goodwill and acquired
intangible assets, and due to our acquisition programme makes
material additions to these balances each year. The recoverable
amount of these assets is determined based on the higher of value-in-
use calculations, using cash flow projections and fair value less costs
to sell. Annual impairment tests are primarily based on value-in-use
calculations, which require significant judgements in relation to the
inputs used, including forecast growth rates, operating margins, and
discount rates. Management is required to perform annual tests for
impairment on indefinite-lived intangible assets and on other acquired
intangible assets when there are indicators of impairment.
At the start of the year, management reviewed its grouping of CGUs
and its allocation of goodwill and determined that the Group now
has six CGUs which are North America, UK & SSA, Europe, LATAM,
Asia & MENAT, and Pacific. The Committee reviewed this change
and the results of management’s impairment tests for intangible
assets in December 2025 and March 2026. The intangible assets
were grouped into CGUs for the purpose of assessing recoverable
amounts, using cash flows based on the most recent strategic plans,
as amended for any significant changes since their preparation.
Cash flows were discounted using the internally calculated region-
specific discount rates. The Audit Committee challenged the key
judgements and assumptions used in the impairment review, including
operating margins assumed in the terminal year. As a result of this
review, the Committee was satisfied that the outcome and sensitivity
analysis were adequately disclosed in Note B2 Intangible assets.
Legacy termite damage claims provisioning
As part of the acquisition of Terminix in October 2022, the Group
recognised a significant provision for future termite damage claims
whose liability existed at the acquisition date. Termite damage claims
include judgements on the quantum, timing, and severity of claims
over a multi-year period. Management continues to engage a valuation
specialist to support with validation of the provision.
During 2025, a new process was put in place to update the modelling
on a quarterly basis to indicate changes in advance of half-year and
full-year reporting. In Q3, management developed an internal model
to enable the increased frequency of tracking and to run scenarios
on a look-forward basis.
In December 2025 and early March 2026, the Audit Committee
reviewed the accounting for the legacy termite damage claim
provision, including updates to the key assumptions used in the
provision modelling. This included a detailed review of the change in
inflation assumption used in the model as well as the treatment of non-
litigated and litigated claims, and approved a number of adjustments
to the provision including an increase in the long-term inflation rate
as well as an additional uplift for a number of live claims. The Audit
Committee also reviewed the adequacy of the sensitivity analysis
on page 155 in light of the estimation and judgement involved.
The Audit Committee approved the classification of movements in
the provision as an adjusting item in the Group’s adjusted expenses
and profit measures, in line with the Group’s policy and the previous
treatment.
102
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Annual Report 2025
Other financial reporting matters
Going concern and viability statements
At its meeting in March 2026, the Audit Committee considered the
Group’s ability to continue as a going concern, taking into account
budgets, borrowing facilities, timing of cash flows, and financial and
operational risk management, before recommending to the Board that
it adopt the going concern basis of preparation for the 2025 Financial
Statements. At the same meeting, the Audit Committee also considered
the longer-term viability of the Company, reviewing the analysis from
management to support the viability statement in the 2025 Annual
Report. Both going concern and viability modelled forecasts of future
cash flows that included stress-testing scenarios and an analysis of
other risks that could impact the viability of the business over a one-year
and three-year period (2026 to 2028) respectively, and how they could
be mitigated. The going concern statement for 2025 can be found
on page 223 and the viability statement for 2025 can be found on
page 76.
Fair, balanced, and understandable reporting
During 2025, the Audit Committee undertook a review of the 2024
Annual Report ahead of its publication to consider whether it was fair,
balanced, and understandable as required by the UK Corporate
Governance Code. A similar process was repeated for the 2025 Annual
Report at the Audit Committee meeting in March 2026. The Audit
Committee received a report from management summarising the
process undertaken, which covered, but was not limited to, the
following:
• the Chief Executive provides input to agree on key elements to be
included, which set the tone and balance of the Strategic Report;
• all contributors to the Annual Report are made aware of the
requirement for content to be fair, balanced, and understandable;
• regular review meetings are held with appropriate senior management
to ensure consistency of the whole document;
• an extensive review and verification process is undertaken by the
appropriate departments and senior managers, using verification
software to test and track the accuracy of the content; and
• additional independent internal reviews are undertaken to enable
any perceived lack of clarity, balance, or understanding in the Annual
Report to be identified and addressed.
The Audit Committee was satisfied that the Annual Report provided
a fair, balanced, and understandable assessment of the Company’s
position and prospects. The Board’s statement on fair, balanced, and
understandable in relation to the 2025 Annual Report can be found
on page 224.
Correspondence with regulatory bodies
In October 2025, we received a letter from the FRC Corporate Reporting
Review requesting additional information regarding the nature of the
Group’s self-insurance provisions and other accounting observations
from the 2024 Annual Report. The scope of the review was limited to the
2024 Annual Report and compliance with reporting requirements; it
provided no assurance that the report was materially correct. The letter
was shared with the Chair, the Audit Committee Chair and the external
auditor. In November 2025, the Company provided a response letter to
the FRC which explained the accounting treatments and nature of the
Group’s self-insurance provisions, along with confirmation that the other
observations would be taken into account when drafting the 2025
Annual Report. In December 2025, the Audit Committee reviewed a
summary from management on how these points would be addressed
in this Annual Report. In December 2025, the FRC requested further
details on the responses, which were provided to the FRC in January
2026. Following our response letter, the FRC confirmed their review
had concluded.
The FRC’s expectations for 2025/2026 reports identified in its ‘Annual
Review of Corporate Reporting 2024/2025’ publication were reviewed.
However, no specific changes were required to the Company’s
accounts as a result.
FRC Minimum Standard
The FRC introduced the ‘Audit Committees and the External Audit:
Minimum Standard’ (the ‘Minimum Standard’) in May 2023, which
operates on a ‘comply or explain’ basis.
The Audit Committee considered an in-depth analysis of the new
requirements in 2023 and the Committee’s terms of reference were
updated as a result.
The Audit Committee report, in particular the External audit section
of the report, describes how the Audit Committee has complied with
each of the provisions of the Minimum Standard during the year.
The Audit Committee confirms that the Company has met the
requirements of the Minimum Standard.
External audit
External auditor
The external auditor is appointed to give an opinion on the Group
and Company Financial Statements. The audit includes the review
and testing of the data contained in the Financial Statements to the
extent necessary for expressing an audit opinion as to whether they
present a true and fair view of the Group and Company affairs as at
31 December 2025.
PwC has been the Group’s external auditor since May 2021. PwC was
reappointed by shareholders at the 2025 AGM to continue to serve
as the Group’s external auditor.
Neil Grimes is the Lead Audit Partner. He has been in post since PwC
was appointed and will be required to rotate after five years, with the
2025 audit being his final year. A successor has been identified and has
been shadowing aspects of the year-end process. The external auditor
attends all meetings of the Audit Committee. The Audit Committee met
with PwC twice without executive management present and met with
the Audit Committee Chair independently five times in 2025.
In 2025, the main engagement between the external auditor and the
Audit Committee has been in relation to audit strategy, the audit and
publication of annual and periodic financial statements, the auditor’s
scope and priorities, and its approach to key judgement areas.
PwC has also been extensively involved in discussions regarding
our SOX programme and the testing of our internal controls.
External audit plan and strategy
In July, PwC presented the 2025 external audit plan, which summarised
the key aspects of its audit planning, including the external auditor’s
assessment of Group audit materiality, SOX, audit risks, and scope, and
the overall approach to the audit of the Company and its subsidiaries.
At the December meeting, the Audit Committee discussed with the
auditor the status of its work, focusing in particular on the France
Workwear disposal and the status of its SOX testing. The results
of the controls testing for SOX reporting purposes were considered
by the Audit Committee in March 2026, as detailed on page 106.
Effectiveness, quality and performance
The effectiveness of the external auditor is monitored throughout the
year, including through:
•
FRC’s Audit Quality Inspection and Supervision report 2024/2025:
The Audit Committee received a verbal update on the results of the report
during the year, noting that PwC’s audit quality remains consistent, and
that the firm has remained focused on continuous improvement.
•
Progress against external audit plan and strategy:
The Audit
Committee continually evaluated and monitored progress against
the agreed plan, and discussed any issues or reasons for variation
from the plan.
•
Reports to, and interaction with, the Audit Committee:
At each
meeting, the Audit Committee considers the work undertaken by
the external auditor, its insight around key accounting and audit
judgements, and the competence with which it has applied
constructive challenge in dealing with management. At the year
end, the Committee reviews the content of the management letter,
and over the year it monitors the recommendations made by the
external auditor, including progress against the recommendations.
Rentokil Initial plc
Annual Report 2025
103
Strategic Report
Other Information
Financial Statements
Corporate Governance
Audit Committee Report
continued
•
Annual audit evaluation survey:
A tailored online questionnaire
covering the overall audit process and the structure and governance
of the external audit team is used annually. The questionnaire is
completed by the members of the Audit Committee, relevant country
and regional Finance Directors, the Finance Leadership Team, and
other key members of the Group team. The results of the survey are
collated by the Chief Financial Officer, and a summary of the findings
is provided to the Audit Committee and PwC.
At its July meeting, the Audit Committee reviewed the results of the
annual audit evaluation survey presented by the Chief Financial Officer,
which highlighted an overall positive response and an improvement on
the prior year. The Audit Committee noted the identified key strengths
and areas for improvement which had been agreed with the external
auditor. Key focus areas included leveraging technology to drive audit
efficiency, and team continuity to ensure a consistent and high-quality
audit delivery.
Following consideration of all elements of the audit effectiveness
review process, including the results of the survey, the Audit Committee
confirmed it was satisfied that the external audit process provided
by PwC had been delivered effectively for the 2024 financial year.
A similar process will be undertaken for the 2025 financial year.
External auditor independence and objectivity
To safeguard the objectivity and independence of the auditor, the
Company has a policy on the engagement of the auditor’s services
on audit-related and non-audit services. The Audit Committee accepts
that in some instances, certain work of a non-audit nature is best
undertaken by the auditor. The policy sets out the nature of services
that are permitted and those that are specifically prohibited. In general,
permitted services would be limited to matters that are closely related
to the annual audit process or where detailed knowledge of the Group
is advantageous.
The Audit Committee regularly reviews the amount and nature of
non-audit work performed by the auditor to ensure that the auditor’s
independence is not compromised. Any engagement fee on permitted
services in excess of $13,000 requires the advance approval of the
Chair of the Audit Committee, and any engagement fee in excess of
$320,000 requires the advance approval of the Audit Committee.
The Audit Committee has pre-approved permitted services, as outlined
in the policy, with fees below $13,000. A copy of the current policy on
the provision of non-audit services by the external auditors is available
on our website.
Fees payable to the external auditor in 2025 for the audit of the Parent
Company and Group accounts and the audit of accounts of subsidiaries
of the Group were $13m (2024: $14m). Fees for audit-related assurance
services and other non-audit services incurred during the year
amounted to $1m (2024: $nil). The ratio of non-audit fees to statutory
audit fees for the year was therefore 0:1 (2024: 0:1). The majority of
non-audit fees for 2025 related to reporting on internal financial
controls. Further details on audit services can be found in Note A8
to the Financial Statements on page 164.
The Audit Committee also received confirmation from PwC that it was
independent and objective within the context of applicable professional
standards. The Audit Committee does not believe that there is any
material risk of the Company’s auditor withdrawing from the market.
The controls and processes in place, as detailed above, help to ensure
that the required level of independence of the auditor is maintained.
External auditor tender and appointment
The role of external auditor will be put out to tender at least every ten
years and will be conducted by no later than 2031 in line with prevailing
best practice. The last external tender was in 2020, with PwC appointed
to undertake the first external audit for the year ended 31 December
2021 following its election as the Company’s auditor at the AGM in May
2021. The Company confirms its compliance with the provisions of the
UK Competition & Markets Authority Order regarding statutory audit
services for the financial period ended 31 December 2025.
The Audit Committee concluded that it is satisfied with the objectivity
and independence of the external auditor, PwC, and that the
effectiveness of the external audit process was robust. As a result, the
Audit Committee does not currently expect to carry out an earlier tender
process and the current period remains in the best interests of the
Company’s members. The Audit Committee has recommended to the
Board that it seeks shareholder approval for the reappointment of PwC
as the external auditor for the financial year ending 31 December 2026.
Internal audit
Role of Internal Audit
Internal Audit provides independent and objective assurance to
management, the Audit Committee, and the Board on the effectiveness
of the Group’s risk management framework and internal controls.
Internal Audit, which is led by the Director of Internal Audit & Risk,
reports to the Chief Financial Officer and has direct lines of
communication with the Chair of the Audit Committee, the Chief
Executive, and the Chair of the Board, as well as to all operational
and functional leaders in the business.
At each meeting, an update on Internal Audit is provided, covering an
overview of the work undertaken in the period, actions arising from
audits conducted, the tracking of remedial actions and progress against
the Internal Audit plan, and SOX compliance. The Audit Committee
Chair meets independently with the Director of Internal Audit & Risk to
discuss the results of the audits performed and any additional insights
obtained on the risk management and control environment across the
organisation.
In May 2025, the Audit Committee reviewed and approved the Internal
Audit Charter, which defines the purpose, authority, and responsibility
of the Internal Audit function. Changes were made to reflect the new
global standards issued by the Institute of Internal Auditors. The next
planned review of the Internal Audit Charter will be in 2027.
Internal Audit plan
The 2025 Internal Audit plan was approved by the Audit Committee in
December 2024. The plan is structured to align with the Group’s risk
profile, control environment, and assurance arrangements. The plan for
2025 included a continued focus on SOX testing, fraud management,
North America branch audits, preparation for the Internal Audit
requirements under CSRD testing, and continued thematic audits.
The common themes arising from the Internal Audit work during 2025
were presented to the Audit Committee in December 2025, together
with recommendations to senior management to improve the controls
across some processes. None of the failures identified in the control
environment by Internal Audit or any of the recommendations relating
to individual audits represented a systemic underlying issue. The overall
work of the Internal Audit function is used by the Audit Committee and
the Board in their assessment of the adequacy of the Group’s financial
and operational controls environment.
The Internal Audit Plan for 2026, approved by the Audit Committee in
December 2025, includes system maturity, people development, and
process excellence as strategic goals for the year. The plan maintains
a broad mix of assurance activities to cover financial, operational, and
infrastructure risks, including SOX testing, international/branch audits,
and a variety of thematic audits.
Internal Audit effectiveness
The Audit Committee assessed the effectiveness of the Internal Audit
function by reviewing its Internal Quality Assessment. This assessment,
conducted anonymously by stakeholders across the Group, including
business leaders and Audit Committee members, evaluated service
delivery, technical proficiency, and the effectiveness of the Internal
Audit plan through a series of targeted questions.
The Audit Committee also ensures that an independent third-party
assessment of the effectiveness and processes of the Internal Audit
function is conducted at least once every five years, in line with the
requirements of the Institute of Internal Auditors’ International Standards
for the Professional Practice of Internal Auditing. The last assessment
was undertaken in 2021 and the next one will be undertaken in 2026.
104
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Annual Report 2025
Governance and compliance
Compliance and whistleblowing
The Audit Committee has responsibility for reviewing the Company’s
procedures for handling compliance with our Code of Conduct and
Anti-Corruption Policy, and confidential reporting (whistleblower)
arrangements, known as Speak Up.
The Group’s Code of Conduct, which outlines our commitment to
comply with all applicable legal requirements and with high ethical
standards, can be found on our website. It sets out how colleagues
can seek advice and report concerns about suspected ethical or illegal
misconduct policy violations. The Company uses an international
confidential Speak Up email address and independent phone line
to allow colleagues to report any suspected wrongdoing internally
to independent senior management at Group level.
The Company has also established a separate Speak Up line for
suppliers and their employees or other stakeholders to report genuine
concerns over malpractice, illegal acts, or failures to comply with
recognised standards of ethical behaviour that they observe at any
point within our global supply chain.
Reported cases are monitored by Internal Audit and any potential
misconduct reported is formally investigated and appropriate action
taken, with the results of the investigation being reported back to the
whistleblower where possible. The Director of Internal Audit & Risk
provides regular updates to the Audit Committee of any control incidents.
The Audit Committee also periodically reviews the communication
process in place throughout the Company regarding whistleblowing
and the use of Speak Up, to ensure its effectiveness and to monitor
our colleagues’ understanding of the system.
The Audit Committee is briefed by the Group General Counsel &
Company Secretary on the outcome of the annual Letter of Assurance
process whereby senior management below Executive Director level
are required to confirm compliance with key Group policies, including
the Code of Conduct, and the dissemination of these policies to their
respective country and functional teams. An overview of exceptions
reported during the process is shared with the Audit Committee, and
any thematic issues raised are also shared with the Executive
Leadership Team as required.
Governance
In 2025, the Audit Committee considered the risk review process of
the Group, including the updates to the terms of reference of the Group
Risk Committee, the mapping of internal controls and assurance to risk
activities and the training provided to the Finance Leadership Team
on changes to the framework.
The Committee also reviewed proposed amendments to the policy
on Provision of Non-Audit Services by the External Auditor, and the
Treasury Policy.
Risk management and internal control
Risk management and internal control framework
The Board has overall responsibility for maintaining an effective risk
management and internal control framework. The Board delegates
responsibility for risk management to the Audit Committee, where
appropriate. The risk management and internal control framework is
designed to manage and mitigate risk, rather than eliminate the risk of
failure to achieve business objectives. In pursuing business objectives,
internal controls and risk management can only provide reasonable,
and not absolute, assurance against material misstatement or loss.
The Group’s risk management structure and process is detailed on
pages 68 and 69. The responsibilities of the Board, some of which
it chooses to delegate to the Audit Committee, include:
• review and approval of the Group’s overall strategy, which includes
reviewing the risks that may prevent the Group from achieving its
objectives and ensuring that these risks are mitigated or managed
to an acceptable level;
• regular reviews of business performance, including updates of the
risks that the business is facing, and challenging management to
obtain assurance that these risks are being effectively managed;
• review of management’s approach to identifying and managing risk,
and recommending enhancements;
• evaluation of the effectiveness of internal controls, including financial,
operational, and compliance controls;
• evaluation of the effectiveness of internal and external audits;
• delegation of authority to the Chief Executive and Chief Financial
Officer to make commitments on behalf of the Company; and
• the evaluation of the effectiveness of our internal controls.
Risk and internal controls
The identification and management of risk is integrated into the
development of the Group’s strategy and the day-to-day operational
execution of the strategy by the regions and business units. Ensuring
that risks are identified and managed effectively is a part of every
manager’s and supervisor’s job through leadership of the teams for
which they are responsible. An assessment of the emerging and
principal risks facing the Group, including those that would affect its
business model and future performance, is carried out by the Board.
The principal risks identified can be found in the Risk and Uncertainties
section on pages 70 to 75.
The Audit Committee receives regular reports from the Chief Financial
Officer and the Director of Internal Audit & Risk on financial controls
and process improvement programmes, including:
• an annual report on the overall status of the control environment in
the Group, including the results of testing and reports on identified
areas of weakness in controls;
• action plans on control environment improvements to prevent
a reoccurrence, and updates on their implementation;
• periodic reports from regional and Group finance executives, and
Internal Audit; and
• updates on the SOX implementation programme.
During 2025, the Audit Committee was updated on the risk and control
environment in the main businesses, as well as the Regional Finance
Directors’ assessment of the quality and priorities of the Finance
function in the relevant parts of the business. The Audit Committee
received updates from the Europe and Latin America regions on key
finance and control priorities, with other regional updates provided
as part of the Board agenda. This provides a high-level insight for the
Audit Committee on potential risks.
PROVISION
29
In 2025, the Audit Committee considered the readiness of the
Group to comply with Provision 29 of the 2024 Corporate
Governance Code, which will apply to financial years beginning
on or after 1 January 2026.
One of the key matters that the Committee considered was the
definition of materiality in order to identify which risks and associated
material controls were in scope. To achieve this, the internal working
group met with senior stakeholders around the business and
engaged EY to complete an assessment. Management are
continuing to conduct regular reviews to consider whether material
controls are operating effectively, building upon the Group’s existing
SOX compliance framework. The Audit Committee also updated
its terms of reference to reflect the requirements of Provision 29.
The Audit Committee’s terms of reference can be found on our
website at
rentokil-initial.com/investors/governance.
Rentokil Initial plc
Annual Report 2025
105
Strategic Report
Other Information
Financial Statements
Corporate Governance
During 2025, the Audit Committee also reviewed the Group’s approach
to fraud risk assessment in response to the Economic Crime and
Corporate Transparency Act 2023, which came into effect in
September 2025.
The Audit Committee continues to evaluate cyber incidents and risk
throughout the year and, although there is no indication we are a specific
target, we remain vigilant given both the number and sophistication of
cyber attacks, with repeated distributed denial-of-service attacks and
attempted ransomware incidents. Our cyber technology and resilience
have continued to allow us to detect and avert complex and volatile
threats before they are able to have any material impact on our
operations. This is an area we will continue to prioritise and monitor
as we integrate and synchronise IT capabilities across the Group.
See page 93 for more information on cyber security.
The Audit Committee also receives the minutes of the Group Risk
Committee. The Group Risk Committee comprises key functional senior
managers, and considers the risk framework and key and emerging
risks. Where appropriate, items that are raised as significant or emerging
issues by the Group Risk Committee are reflected in adjustments to the
control environment.
In 2025, some control incidents were experienced, including:
• a temporary fumigation licence suspension in Fiji, which was
remediated by the delivery of additional training;
• P-Card misuse by colleagues in North America of immaterial scale
to the Group; and
• a hosting attack in the North America region of immaterial scale
to the Group. No data was compromised and additional measures
were introduced for enhanced visual oversight of future threats.
The Audit Committee receives regular reports of matters reported via
Speak Up, our internal whistleblowing process. There were 109 control
incidents reported in 2025 (2024: 108). The nature of the matters
reported remains similar to previous years and they principally relate to
employee and employment matters, with very few relating to fraudulent
activity. There were no reports made to our Supplier Speak Up line.
SOX controls
At each meeting in 2025, the Audit Committee received an update on
the status of the Company’s SOX programme. The updates included
details regarding progress against the defined plan and design
effectiveness of the specific controls. The updates reviewed both
business process controls and IT governance controls, as well as
progress by specific processes and countries. The updates also
considered testing plans, operating effectiveness results, and tracking
any identified deficiencies and associated remediation plans. At the
request of the Audit Committee, regular status reports were also
provided outside of the scheduled meetings.
An in-depth review of the status of our SOX compliance for 2025 was
also undertaken at the December 2025 and March 2026 meetings,
including discussion as to any identified material weakness. For the
2025 financial year, the evaluation of effectiveness of our internal
controls identified no material weakness.
Effectiveness of risk management and internal control framework
The Board, with the support of the Audit Committee, conducted a
review of the effectiveness of the system of internal control for the year
ended 31 December 2025 and confirms that:
• the Group has an ongoing process for identifying, evaluating,
and managing the significant risks faced by the Group;
• this process has been in place for the year under review and up to
the date of approval of the Annual Report and Financial Statements;
• the Board reviews the process regularly; and
• the process operates in accordance with the UK Corporate
Governance Code and the FRC Risk Management and Internal Control
Guidance.
Audit Committee effectiveness
In 2025, a review of effectiveness of the Audit Committee was
undertaken using internal questionnaires. The review concluded
that the Audit Committee continues to operate effectively and is
well-integrated into the Board decision-making processes. Full details
of the Board evaluation review, including its outcomes and actions,
are disclosed on page 90.
Read the Audit Committee’s terms of reference at
rentokil-initial.com/investors/governance
Read our Policy on the Provision of Non-Audit Services by the External Auditors at
rentokil-initial.com/investors/governance
Audit Committee Report
continued
106
Rentokil Initial plc
Annual Report 2025
Dear Shareholder
I am pleased to present to you the report of the Nomination Committee
for the year ended 31 December 2025.
During the year, the Nomination Committee continued to assist the
Board in fulfilling its responsibilities, with a particular focus placed on
Chief Executive succession and the composition of, and succession
planning for, the Board, ELT, and senior management.
In the early part of 2025, the Nomination Committee undertook
a comprehensive recruitment process for the appointment of two
Non-Executive Directors, and in May 2025 we announced the
appointment of Sam Mitchell and Leanne Sheraton. The appointment
of Leanne and Sam has strengthened the Board by adding recent
leadership experience in North American multi-site business-to-business
and business-to-consumer companies, as well as adding deep expertise
in brand building, consumer marketing, and digital customer acquisition.
In May 2025, we announced that Andy Ransom would be stepping
down as Chief Executive on or before the 2026 AGM. The search for
a new Chief Executive was a significant focus for the Nomination
Committee during 2025, and regular progress calls were held to update
Committee members and the Board. We were pleased to announce in
January 2026 that Mike Duffy had been appointed as CEO Designate
with effect from 16 February 2026 and as Chief Executive with effect
from 16 March 2026. Mike brings to the Board strong leadership
experience in large US businesses and a deep understanding of
multi-site and route-based operations and customer acquisition
strategies. You can read more about the rigorous search process
undertaken by the Nomination Committee on page 109.
In line with the Nomination Committee’s usual agenda, succession
planning for our Executive Directors, ELT, and senior management
was kept under review during the year. In December, the Nomination
Committee considered detailed succession plans for key roles,
which included the Group’s talent development strategy and general
information on the external talent market. You can read more about
succession planning on pages 109 and 110.
Richard Solomons
Chair of the Nomination Committee
Areas of focus in 2025
• Chief Executive succession
• Appointment and induction of two new Non-Executive Directors
and the new Chief Financial Officer
• Executive Director and senior management succession planning
and talent development
• Skills, knowledge, experience, and diversity of the Board
Areas of focus in 2026
• Transition to, and embedding of, the new Chief Executive
• Executive Director and senior management succession planning
and talent development
• Skills, knowledge, experience, and diversity of the Board
Committee members:
Richard Solomons (Chair)
Brian Baldwin
David Frear
Sally Johnson
Sarosh Mistry (until 31 July 2025)
Sam Mitchell (from 1 June 2025)
John Pettigrew
Leanne Sheraton (from 1 June 2025)
Cathy Turner
Linda Yueh
In this report:
• Board succession planning and recruitment – page 109
• Senior management succession planning and talent development
– pages 109 and 110
• Diversity and inclusion – pages 111 and 112
Nomination Committee Report
The Nomination Committee continues
to look at future-proofing the
Company through thorough
succession planning.
Richard Solomons
Chair of the Nomination Committee
Rentokil Initial plc
Annual Report 2025
107
Strategic Report
Other Information
Financial Statements
Corporate Governance
Nomination Committee Report
continued
Role of the Nomination Committee
The Nomination Committee monitors the composition and balance
of the Board and its Committees by identifying and recommending to
the Board the appointment of new Directors and Committee members,
and ensuring they have the appropriate balance of skills, knowledge,
experience, and diversity to govern the Company in a professional,
ethical, and transparent manner.
The Nomination Committee also oversees talent and succession plans
for members of the ELT and the Group General Counsel & Company
Secretary, ensuring the development of a pipeline for the future senior
management of the Group.
Additionally, it plays an active role in setting and meeting diversity
objectives and strategies for the Company as a whole, and has
oversight of the impact of these initiatives.
The full responsibilities of the Nomination Committee are set out in its
terms of reference, which were last reviewed in December 2025 and are
available on our website.
Membership and attendance
All Non-Executive Directors are members of the Nomination Committee
to ensure they have a formal forum to input and help determine the
composition of the Board. The Chair of the Board, Richard Solomons,
chairs the Nomination Committee.
The Nomination Committee met for four scheduled meetings during
the year and full details of members’ attendance during 2025 can be
found on page 79. Members of the Nomination Committee also held
discussions as required outside of the formal meetings, including
a number of unscheduled meetings to consider Chief Executive
succession and the appointment of two new Non-Executive Directors.
The Nomination Committee Chair will seek views in advance from
any member who cannot attend a meeting and provide a briefing
on outcomes. Papers and minutes of the meeting are circulated
to all Nomination Committee members.
The Chief Executive often attends meetings of the Nomination
Committee to assist with discussions of executive succession and talent
programmes, as does the Group HR Director. The Chief Executive has
not participated in meetings concerning his own succession planning.
External advisors may be invited to attend for all or part of any meeting,
as and when appropriate and necessary. The Group General Counsel &
Company Secretary acts as secretary to the Nomination Committee.
Nomination Committee effectiveness
The effectiveness of the Nomination Committee was considered as part
of the Board effectiveness review undertaken in 2025, with the output
considered and follow-up actions agreed by the Nomination Committee.
The review concluded that the Nomination Committee continues to
operate effectively.
In 2026, the Nomination Committee will continue to focus on Executive
Director and senior management succession planning, including the
depth and breadth of skills in senior leaders globally. Full details of
the Board evaluation review, including its outcomes and actions,
are disclosed on page 90.
Managing conflicts of interest
The Directors have a statutory duty to avoid a situation where they have,
or could have, a direct or indirect interest that conflicts or might possibly
conflict with the interests of the Company. The Board is permitted,
under powers from shareholders contained in the Company’s articles
of association, to authorise actual or potential conflicts of interest.
The Nomination Committee and Board have a procedure to manage
the situation where a Director has a conflict of interest, and as part
of the process the Board considers each potential conflict situation
on its merits. Since the procedure was introduced, a number of potential
situational conflicts arising from appointments on external boards,
or through some other ongoing relationship, have been authorised
after review by the Board, none of which is subject to any specific
restriction or condition. The Board notes regularly the register of
Directors’ conflicts of interest and the conflict authorisations which
have been granted to each Director.
The Nomination Committee also reviews the current schedule of
authorisations to inform the assessment of the independence of Board
members. You can find further details of the assessment on page 85.All
authorisations given were considered to remain appropriate and none
were revoked or otherwise limited.
The Nomination Committee considered the following key areas during 2025 and early 2026:
Matters considered
Discussion and outcome
Find out more
Board succession
The Nomination Committee considered succession plans for the Board and
nominated Mike Duffy, Leanne Sheraton and Sam Mitchell for their respective
appointments.
See page 109 for more
information
Senior management
succession
Senior management succession was considered throughout the year, with a
detailed briefing on talent and succession planning.
See pages 109 and 110 for more
information
Terms of reference
The Nomination Committee reviewed its terms of reference in December 2025.
Available to view
on our website
Nomination Committee
effectiveness
The Nomination Committee undertook a review of its effectiveness.
See above
Director effectiveness
A review of individual performance of Directors was conducted as part of the
Board evaluation process.
See page 90 for more
information
Director reappointment
In early 2026, the Nomination Committee reviewed and made recommendations
to the Board concerning the re-election by shareholders of Directors at the
Company’s AGM.
–
Diversity
The Nomination Committee considered diversity-related reporting and targets
and reviewed the effectiveness of the Board diversity policy.
See pages 111 and 112
for more information
Activities of the Nomination Committee in 2025
108
Rentokil Initial plc
Annual Report 2025
Board succession planning and recruitment
Succession planning
The Nomination Committee is responsible for ensuring plans are
in place for orderly succession to the Board, taking into account
the challenges and opportunities facing the Company and the
skills, expertise, and diversity needed on the Board in the future.
A skills matrix, as detailed on page 86, is used by the Board and
Nomination Committee to help identify potential areas of focus for
succession planning.
Accordingly, the Nomination Committee considers Non-Executive
Director succession on a regular basis to ensure that changes to the
Board are planned proactively. As part of this process, the Nomination
Committee monitors the Non-Executive Directors’ tenure and reviews
potential departure dates, assuming the relevant Directors do not serve
more than nine years from their appointment date, unless in exceptional
circumstances.
Board recruitment and appointment procedure
The Nomination Committee is responsible for ensuring there is a formal,
rigorous, and transparent process in place for appointing Directors.
Potential appointments are assessed with a view to ensuring the optimal
composition for the Board to discharge its duties and responsibilities
effectively. Candidates are considered from a diverse group of
individuals whose skills and experience have been gained in a variety
of backgrounds. Successful candidates have to demonstrate integrity
and independence of mind and must enhance the overall effectiveness
of the Board. All appointments are considered objectively and are made
on merit. We support the process of appointing new Directors to the
Board by using external recruitment consultants.
Appointment of Non-Executive Directors
As noted in last year’s report, we initiated a process to appoint at least
one additional Non-Executive Director. The Nomination Committee
engaged executive search agency Heidrick & Struggles to support the
search. With the support of the Group HR Director, the Nomination
Committee agreed a candidate brief to include experience in US
network-based services industries and/or business-to-consumer digital
marketing. Heidrick & Struggles conducted introductory interviews with
potential candidates to evaluate their fit against the candidate brief.
The Nomination Committee considered a longlist of diverse potential
candidates during the early part of 2025, with shortlisted candidates
subsequently meeting with the Chair and Group HR Director. Successful
candidates were then interviewed by the Chief Executive, the Chief
Financial Officer, the Senior Independent Director, and other members
of the Board as appropriate. Full details of the preferred candidates
were provided to the Nomination Committee along with feedback
from the interview process. Following deliberation, the Nomination
Committee recommended the appointments of Leanne Sheraton and
Sam Mitchell as Non-Executive Directors, with Leanne joining the
Remuneration Committee, Sam joining the Audit Committee, and both
joining the Nomination Committee.
Heidrick & Struggles does not have any connections with the Company
or any Director that may impair its independence and is a signatory to
the Enhanced Voluntary Code of Conduct for Executive Search Firms.
Appointment of Chief Executive
In May 2025, we announced Andy Ransom’s intention to retire by
the 2026 AGM, and that the Chair was leading a search to find his
successor. Executive search agencies Egon Zehnder and Heidrick &
Struggles supported the search. The Nomination Committee agreed
a candidate brief, by reviewing the key attributes that would be required
of candidates in the context of the Company’s business, strategy and
performance, and considering input received from investors in meetings
with the Chair. Candidates undertook initial screening interviews by the
executive search agency, with certain candidates subsequently meeting
with the Chair and Group HR Director. Candidates who progressed to
the next stage met with three separate Non-Executive Directors, one of
whom was required to be a UK-based Director and another a US-based
Director. Candidates also met with the incumbent Chief Executive and
the Chief Financial Officer. Feedback on each interview was considered
by the Nomination Committee in its deliberations.
Preferred candidates were also assessed by Global Futures for
independent insights. Shortlisted candidates were then invited to
present to the Board. The Nomination Committee held regular calls
throughout the process to remain appraised of developments and to
input on the process and share its views. Following a rigorous process,
we announced the appointment of Mike Duffy in January 2026.
Mike became CEO Designate on 16 February 2026 to benefit from
a transitional handover from Andy Ransom, who will remain Chief
Executive until 16 March. Full details of the induction process for
Mike will be included in the 2026 Annual Report.
Egon Zehnder does not have any connections with the Company or
any Director that may impair its independence, and is a signatory to
the Enhanced Voluntary Code of Conduct for Executive Search Firms.
Director reappointment
In line with the UK Corporate Governance Code, Directors should offer
themselves for election by shareholders at the first AGM following their
appointment, and for annual re-election thereafter. The appointment
letters of the Non-Executive Directors provide that their reappointment
is subject to annual re-election by shareholders. The Nomination
Committee provides an annual recommendation to the Board as to
whether each Director should be put forward for election or re-election
by shareholders at the AGM. This assessment considers the annual
performance and effectiveness review, independence, tenure, and time
commitment of the Non-Executive Directors. The biographies of the
Board of Directors on pages 80 and 81 explain how each Director
continues to contribute to the Company’s strategy and long-term
success.
Senior management succession planning and
talent development
The Board and Nomination Committee recognise that strategic,
thoughtful, and practical succession planning and talent development
is critical to the long-term success of the Company. The Board has
ultimate responsibility for succession planning for senior management,
supported by the oversight and recommendations of the Nomination
Committee. The Nomination Committee undertakes to bring new
challenge and oversight to the process, and to support the business
strategy and operational goals in appointments.
While Board approval is only required for changes to the ELT, as outlined
below, the Nomination Committee also considers senior talent and
succession planning below this level. The succession planning process
involves the evaluation of each leadership team role along with other
critical roles against whether there are successors ready now, ready
in one to two years, or ready in three to five or more years, as well as
identifying any emergency cover in place for those roles. Colleagues
identified as successors and key talent are included in a talent pool and
put through a robust development assessment and planning process
where strengths and gaps are identified using, among other measures,
psychometric assessments, career conversations, and a 360-degree
feedback assessment. The information from this is applied to help
create effective development plans, as well as to inform the content
of the talent pool development sessions.
The Nomination Committee kept under review the succession plans for
the Chair, the Chief Executive, Chief Financial Officer and members of
the ELT. Global and critical role succession was also reviewed, with an
update on regional leadership succession plans provided. A deep dive
took place on succession, talent and development of the North America
Leadership Team. At the December meeting, the Group HR Director
and Group Talent Director presented a further detailed update on the
Group’s talent strategy and succession updates for key roles, including
general external talent market updates.
The Nomination Committee considered the progress made towards
the priorities identified in relation to talent for 2025. The Company has
established global, regional, and fast-track talent pools to help identify
successors for key roles and to identify and accelerate the development
of fast-track talent. The Board strives to familiarise itself with the senior
management team, as well as colleagues identified as successors
or ‘high potentials’ through its ongoing engagement programme.
Rentokil Initial plc
Annual Report 2025
109
Strategic Report
Other Information
Financial Statements
Corporate Governance
Nomination Committee Report
continued
The effectiveness of our talent development and succession planning
activity is regularly monitored. In our ELT and Group Leadership Forum
(GLF; our top c.100 senior management team), 80% and 82% of roles
respectively have near-term successors identified. While the ELT level
is slightly down from the prior year, the GLF level has improved by 4%.
Director induction
All new Directors receive a formal and tailored induction on joining the
Board. The Chair, supported by the Group General Counsel & Company
Secretary, ensures an appropriate induction is provided to each new
Director. This is tailored to the role of the new Director and accounts
for their existing knowledge and experience.
The induction programme includes a series of meetings, beginning
before the Director joins the Board and running for several months.
These one-to-one meetings are arranged with the Chair and existing
Non-Executive Directors, the Chief Executive and Chief Financial
Officer, members of the ELT including the Group General Counsel &
Company Secretary, along with other members of senior management.
The new Directors are also introduced to and given access to
the Company’s external advisors (auditor, legal advisors, and
corporate brokers).
Paul Edgecliffe-Johnson,
Chief Financial Officer
• Joined as CFO Designate to ensure a smooth transition from the
incumbent Chief Financial Officer
• Meetings with the ELT and Finance Leadership Team
• Overseas visits to our offices in North America, Europe, Asia and Pacific
• Meetings with the Company’s corporate brokers and relationship banks
• A ‘ride-along’ with a Pest Control technician (pictured) and a tour
of the Power Centre in Crawley
• Meetings with key customers and suppliers
• Meetings with key investors
Leanne Sheraton and Sam Mitchell,
Non-Executive Directors
• Leanne attended the RI 100 celebration at the House of Commons
(pictured), attended by long-standing clients, senior management,
and colleagues from across the UK business
• Leanne attended a ‘ride-along’ with a Pest Control technician and
had a tour of the Power Centre in Crawley
• Sam and Leanne attended a dinner with the North America
Leadership Team in Miami
INDUCTION HIGHLIGHTS
IN 2025
SPOTLIGHT
Board members also receive key Company policies and procedures and
governance information, the Group structure, analysis of the Company’s
key shareholders and share capital, recent analyst notes, minutes and
papers from the recent Board and relevant Committee meetings,
including the most recent strategy meeting, and guidance on the legal
and regulatory responsibilities for a Director of a UK and US publicly
listed company.
Directors are also encouraged to undertake the same online induction
modules as other new colleagues on our online learning and
development platform (U+), on key compliance subjects such as
our Code of Conduct, anti-bribery and corruption, competition law,
information security and privacy, inside information, and conflicts
of interest.
Between 12 and 18 months after their appointment, Directors are asked
to complete a questionnaire to provide feedback on the induction
process. This allows us to assess the effectiveness of the induction
and any training provided, to identify any areas of improvement,
and to highlight any further development needs.
110
Rentokil Initial plc
Annual Report 2025
Objectives
Outcome in 2025
That the Board comprises at least 40% women by 2028.
36% of our Directors are female (2024: 30%).
That at least one of the Chair, Chief Executive, Chief Financial Officer,
or Senior Independent Director is a woman by 2028.
Currently, all roles are held by men.
That at least one member of the Board is from a minority ethnic
background.
This was achieved with the appointment of Linda Yueh in 2017 and
exceeded with the appointment of Sarosh Mistry in 2021. Sarosh
stepped down from the Board in July 2025.
Commitment to a merit-based approach to Board composition within
a diverse and inclusive culture.
Considered as part of all Board appointments, including the
appointment of Leanne Sheraton, Sam Mitchell and Mike Duffy.
To work on Board appointments only with executive search firms
that have signed up to the Enhanced Voluntary Code of Conduct
for Executive Search Firms on gender diversity and best practice
(Enhanced Code).
All executive search firms retained by the Company during 2025
for Board appointments had signed up to the Enhanced Code.
To support the executive management of the Company in developing
and implementing appropriate policies, programmes, and initiatives
designed to promote diversity at all levels of the organisation.
In 2025, our ELT and its direct reports (excluding colleagues in
administrative roles) were 32% female (2024: 28%). Approximately 22%
(2024: 24%) of our colleagues are female. The Board receives detailed
briefings on culture and our Employer of Choice agenda each year,
which address progress on diversity and inclusion.
To ensure that there is a pipeline of female executives within the
organisation who are qualified and capable of taking up senior
leadership positions.
25% of those on our regional leadership succession plans are female,
and 44% of those on our functional leadership succession plans
are female.
To provide appropriate and meaningful disclosure in the Company’s
Annual Report on Board composition, appointment processes, the
policies and initiatives the Company has in place, and the steps
it is taking to promote diversity, both at Board level and across
the Company.
Considered each year when drafting the Annual Report.
Board diversity objectives
Diversity and inclusion
Fostering a diverse and inclusive culture
A key strategic aim of the Company is to be recognised as a world-class
Employer of Choice which is able to attract, recruit, and retain the best
people from the widest possible pool of talent. We are, therefore,
committed to fostering a diverse and inclusive working environment for
all colleagues by, at all times, striving to be an organisation that values
everyone’s talents and abilities based on merit, in an environment
where diversity is encouraged. This enables our colleagues to reflect
the communities and customers they serve, supporting customer
growth and retention.
More information on our approach to DE&I can be found in the
Responsible Business section on page 51. As part of its monitoring
of gender, the Board reviews our Gender Pay Report each year and
we continue to have no material gender pay gap between women and
men (see page 51). The reports are available to view on our website.
Senior leadership diversity reporting under the Companies Act 2006
and the Code
The Group continues to focus on enhancing the diversity of our senior
management, with 32% of senior roles in the business held by women
(2024: 28%). We define senior management as the members of our ELT
and their direct reports, excluding colleagues in administrative and
support roles. When the breakdown includes any other directors of the
Company’s related undertakings, there are 68 females (29%) and 169
males (71%).
Approximately 22% of our colleagues are female (2024: 24%).
During 2025, the gender diversity of our executive committee below the
Board, the ELT, including the company secretary, increased from 17%
to 20% due to John Myers and Brad Paulsen stepping down.
As a global organisation, we also believe it is important to have a senior
management team that is representative of the markets we operate in,
and the customers we serve. In line with the Parker Review, we have set
a target to improve our ethnic diversity and reach 20% of our senior
leadership team by the end of 2027. This is based on colleagues who
have provided data and excludes those based in countries where we
cannot ask for or hold ethnicity information.
We aim to remove any bias from our recruitment processes to ensure
we are attracting the best people from the widest possible pool of
talent, based on merit. A summary of our culture and further details on
our colleagues are provided in the Responsible Business section on
pages 50 and 51. You can find details on how the Directors monitor
culture on pages 92 and 96.
Rentokil Initial plc
Annual Report 2025
111
Strategic Report
Other Information
Financial Statements
Corporate Governance
Board diversity statement under DTR 7.2.8AR
The Board of Directors has adopted a Board DE&I policy to support,
at Board level, the Company’s commitment to fostering a diverse and
inclusive working environment. The key objectives of the policy and
its effectiveness are set out on page 111, and the policy is available
on our website.
Due to the current size of the Board and its Committees, there is no
separate policy or provisions within the Board diversity policy for
Committees.
In 2022, in light of the new UK Listing Rules requirements on
diversity-related reporting and the recommendations set out in the FTSE
Women Leaders Review (the successive phase of the Hampton-Alexander
Review), the Nomination Committee recommended that the Board update
its diversity targets. The Board DE&I policy and targets were last reviewed
and approved by the Board in December 2025.
While the Board remains committed to diversity within our organisation
and recognises diversity as a priority, it has determined that its focus
should be on setting targets which are considered appropriate given the
succession timeframe of existing members of the Board, and which take
account of the existing skills, knowledge, experience, and composition
of the Board. Based on current succession timing, we have therefore
set a target for the Board to comprise at least 40% women by 2028.
During 2025, the gender diversity of the Board increased from
30% to 36%. This was a result of the appointment of an additional
Non-Executive Director, Leanne Sheraton. Further details on succession
planning can be found on page 109.
We were placed 76 in the 2025 FTSE Women Leaders Review for
women on Boards and in leadership in the FTSE 100, published in
February 2026.
At 31 December 2025
Gender
1
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID, and Chair)
Number in
executive
management
2
Percentage of
executive
management
Men
6
55%
4
8
80%
Women
4
36%
–
2
20%
Not specified/prefer not to say
1
9%
–
–
–
Ethnic background
1
White British or other White
(including minority-white groups)
9
82%
4
10
100%
Mixed/multiple ethnic groups
–
–
–
–
–
Asian/Asian British
1
9%
–
–
–
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group, including Arab
–
–
–
–
–
Not specified/prefer not to say
1
9%
–
–
–
1.
Gender and ethnicity data is collected directly from the individuals of the Board and ELT as part of an annual questionnaire in connection with the Annual
Report. The questionnaire includes gender and ethnicity options, which are collected on a voluntary basis. The questionnaires relating to the period received
a 100% response rate regarding ethnicity and gender disclosures. The data is collated by the Group General Counsel & Company Secretary and held securely
in accordance with the Group’s data protection policies and practices.
2. This is the executive committee below the Board (the ELT), which includes the Group General Counsel & Company Secretary. We exclude Board members from this
group.
Explanation against UK Listing Rule 6.6.6R
As at 31 December 2025 (the Company’s chosen reference date), the
Company confirms it has met the target for one Director to be from an
ethnic minority background. It has not met the targets that at least 40%
of the individuals on its Board of Directors are women and that at least
one of the Chair, Chief Executive, Chief Financial Officer, or Senior
Independent Director positions is held by a woman. There have been
no changes since the reference date and this date of this report.
Our Chair, Richard Solomons, has held the position since May 2019,
following appointment to the Board in March 2019. This resulted from
a thorough appointment process, as detailed in our 2018 Annual Report.
Our Senior Independent Director, John Pettigrew, has held the position
since May 2019, following appointment to the Board in January 2018.
John was appointed in line with the internal succession plan for the role
and continues to support the Board and Chair in this position.
While we value all forms of diversity and work continues to ensure
that gender and ethnicity, alongside broader diversity characteristics,
are present across the Board, we do not believe, given the current
composition of our Board, and recognising the factors noted above,
that the UK Listing Rule targets are achievable prior to 2028.
Board and executive management diversity
Nomination Committee Report
continued
112
Rentokil Initial plc
Annual Report 2025
Directors’ Remuneration Report
Dear Shareholder
I am pleased to present to shareholders, on behalf of the Board,
the Directors’ Remuneration Report for the financial year ended
31 December 2025. I hope you find the information in this report
clearly explains the remuneration approach adopted and shows
how it links performance to business strategy and results.
The key areas of focus for the Committee included:
• supporting the appointment of a new Chief Executive and agreeing
the terms for the departure of the incumbent;
• supporting the transition of Chief Financial Officers;
• inducting new Committee member Leanne Sheraton; and
• focusing on the remuneration for all colleagues as cost-of-living
challenges continue to have an impact across the globe.
Key decisions in 2025
Context of business performance
In 2025, we made progress in resetting performance in North America.
Although we still have work to do, we believe that we have the
foundations in place to deliver the level of performance we expect in
future years. Revenue was up 3.8% and Adjusted Operating Profit up
5.4% for the Group. This is due to the improvement in performance in
North America where Organic Revenue Growth increased to 3.6% in Q4,
which, combined with strong cost control, resulted in Adjusted
Operating Profit being up 5.1% for 2025. The International business
increased Revenue by 4.8% and Adjusted Operating Profit by 5.7%.
We have continued to make progress against those areas critical for
longer-term performance, including; State of Service, which maintained
high performance of 98.4% in 2025; and Customer Retention, which
increased from 82.1% to 82.6% over the same period (see page 23
for further information). We have also made further progress with
our Employer of Choice goals (see pages 50 and 51 for further
information); Colleague Retention increased from 86.3% in 2024
to 87.4% in 2025 (see page 22).
Our share price finished 11.7% higher at the end of the year than at
the start (share price on 31 December 2024 was 400.8p compared
to 447.5p on 31 December 2025). While the recovery has been
encouraging, we have more to do.
Wider workforce engagement
The Committee considers the wider workforce to enable understanding
of the broader remuneration and related policies, and their impact.
We continue to believe in and embed practices that enable all Board
members to participate in and support this agenda. Engaging with the
wider workforce and understanding their views was already a practice
that the Board had undertaken for many years prior to the introduction
of the requirements by the FRC UK Corporate Governance Code (Code),
through initiatives such as Employer of Choice (see page 22 and pages
50 and 51 for more information).
Salary review
The CEO’s base salary was not increased in 2025, in line with his
contractual terms, following the announcement of his future retirement
on 7 May 2025, and it remained at £1,040,000. The CFO is not eligible
for an increase until July 2026, in line with the terms agreed on his
appointment.
Areas of focus in 2025
• Supporting the appointment of a new Chief Executive and
agreeing terms for the departure of the incumbent
• Supporting the transition of Chief Financial Officers
• Inducting new Committee member Leanne Sheraton
Areas of focus in 2026
• Supporting the transition of Chief Executives
• Reviewing the Directors’ Remuneration Policy ahead of the
2027 renewal
• Ensuring pay outcomes appropriately reflect business performance,
management contribution and the experience of stakeholders
• Continuing to review wider workforce pay arrangements across
the Group
Committee members:
Cathy Turner (Chair)
Brian Baldwin
David Frear
Sarosh Mistry (stepped down 31 July 2025)
Leanne Sheraton (from 1 June 2025)
Linda Yueh
In this report:
116 Remuneration at a glance
Key headline details on performance and remuneration in 2025
118 Directors’ Annual Remuneration Report – Introduction
Details of the Remuneration Committee and its activities during 2025
120 Directors’ Annual Remuneration Report – 2025
Details of Directors’ remuneration received during 2025
131 Directors’ Annual Remuneration Report – Looking forward 2026
Details of how the Directors’ Remuneration Policy will be implemented
in 2026
134 Directors’ Remuneration Policy
Copy of the Directors’ Remuneration Policy approved at the
Company’s AGM on 8 May 2024
The Remuneration Committee plays a crucial role
in ensuring we have the right Remuneration
Policy in place to recruit, retain and incentivise our
Executive team to achieve our business strategy,
as well as ensuring pay outcomes appropriately
reflect organisational performance, management
contribution and the experience of stakeholders.
Cathy Turner
Chair of the Remuneration Committee
Rentokil Initial plc
Annual Report 2025
113
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Remuneration Report
continued
Annual bonus outcome
The annual bonus for Executive Directors rewards both Company and
personal performance. The maximum opportunity is 225% of salary, with
a maximum of 195% of salary attributed to Company performance and
a maximum of 30% of salary for personal performance. The Company
element is designed to reward sustainable profitable growth and Free
Cash Flow to align the Executive Directors’ incentives with the Group
strategy. As with all incentives across the business, the targets set
continue to be stretching.
The Company element of the scheme for Executives Directors operates
in the same way for all managers, a population of more than 3,400
colleagues, the only difference being that some targets are aligned
to their specific business area rather than being based on overall
Group performance. How the scheme operates and the performance
outcomes at Group level are described below.
•
Company performance
– There are two performance gateways, which
are based on profit and cash generation, and both were achieved.
The level of bonus payable is then determined by three metrics:
Revenue, Adjusted Operating Profit and North America Organic
Revenue Growth performance. Performance was assessed against
the targets, achieving 36.4% of maximum for Revenue, 65.0% of
maximum for Adjusted Operating Profit and 41.4% of maximum for
North America Organic Revenue Growth. It was determined that the
outcome achieved in accordance with the formula was appropriate
and no discretion was applied.
•
Personal performance
– The Executive Directors are assessed on
their personal performance, with the potential to achieve up to 30%
of salary based on their objectives, which are measured through the
Company’s performance and development review (PDR) process.
The Committee has given careful consideration to the Executive
Directors’ performance ratings and their overall bonus outcomes.
• The Committee recognises that this has been an extremely
demanding year, particularly with regard to the significant workload
related to improving Organic Revenue Growth in North America,
and wanted to recognise the overall progress that has been made this
year. With this in mind, the CEO, Andy Ransom, has been awarded
a performance rating of 5, resulting in a payment of 30% of base salary.
The CFO, Paul Edgecliffe-Johnson, has also been awarded a
performance rating of 5 recognising his outstanding start in the role,
resulting in a payment of 30% of base salary. These assessments are
set out on page 122 of the report and demonstrate the excellent
personal performance both executives have delivered during
a challenging year for the Company.
•
Total bonus outcome
– The table below shows the total outcome as
a percentage of base salary. See pages 121 and 122 for a breakdown of
the targets and calculation as well as details of the personal
performance review.
Company
performance
Personal
performance
Total bonus
outcome
Threshold
39%
0%
39%
Target
97.5%
15%
112.5%
Maximum
195%
30%
225%
Andy Ransom
96.5%
30%
126.5%
Paul Edgecliffe-Johnson
96.5%
30%
126.5%
•
Bonus deferral
– 50% of the bonus outcome achieved is normally
deferred in shares under the Deferred Bonus Plan (DBP). These awards
are subject to a three-year holding period, but are not subject to any
further performance or service conditions. Due to his retirement and
significant shareholding, the bonus payable to Andy Ransom will be
paid fully in cash.
Performance Share Plan (PSP) vesting
2022 PSP
During 2025, the PSP award granted in 2022 came to the end of its
three-year performance period. The vesting level of the award was
dependent on six performance conditions and the vesting level of 32.6%
was in line with the estimates included in the 2024 Annual Report.
2023 PSP
The 2023 PSP is due to vest on 30 March 2026 and performance will be
measured against six performance conditions. Based on estimates, the
TSR element is not expected to vest and the vesting level of the award
is expected to be 33.5%. The level of vesting is the formulaic outcome
with no discretion applied. See page 123 for a breakdown.
The Committee carefully considered the outcomes of the additional
financial and strategic measures in the PSP to ensure that these had
not been inadvertently made easier by inflationary increases or other
impacts outside of management control. On this basis, the Committee
concluded that the level of vesting was appropriate.
The Committee also satisfied itself that there had been no windfall gains.
2025 PSP grant
In March 2025, the Committee awarded the Executive Directors’ PSP
awards in line with the limits approved in the Policy, with the CEO
receiving an award of 375% of salary and the CFO receiving an award
of 300%. See page 124 for full details.
Due to the reduction in the share price since the 2024 award, the
Committee carefully considered if awards should be scaled back.
Following the review, the Committee determined that the awards should
be made in full, as the share price at grant was not materially lower than
the prior year. When the award vests, the Committee will, as usual,
determine whether the formulaic outcomes reflect performance
delivered and the shareholder experience over the period.
Use of discretion
The Remuneration Committee has exercised its discretion on executive
remuneration outcomes on a consistent basis over the last few years,
in order to ensure any outcome is aligned with performance. The table
below shows the Committee’s use of discretion over the past five years.
Year
Applied to
Discretion applied
2021
No discretion was applied
2022
No discretion was applied
2023
In-flight PSP awards
The in-flight PSP awards were
amended to ensure that the
targets remain as originally
intended and have not become
inadvertently easier or harder
as a result of the Terminix
acquisition.
2024
No discretion was applied
2025
2024 annual bonus
The CEO and CFO, in conjunction
with the Remuneration Committee
and Board, determined that no
bonus should be payable for the
personal element of the 2024
bonus. Discretion was applied
to reduce it to zero.
Strategic alignment of pay
Ensuring that our remuneration supports the delivery of the business
strategy is important to the Committee and this is achieved through
aligning the measures used in our incentive schemes with our key
strategic priorities. The Committee also ensures that the right behaviours
and actions are driven from the top of the organisation by combining both
financial and non-financial outcomes, for example the inclusion of
colleague, customer and health, safety and environment metrics in both
the personal element of the annual bonus and the PSP. The Committee
also takes into consideration the wider business performance when
reviewing formulaic outcomes of metrics across all incentives.
Policy implementation
Taking into consideration all the different elements of the Policy,
and a demanding year, the Committee is comfortable that overall, the
Policy operated as intended in terms of Company performance and the
quantum payable to the Executive Directors for 2025.
114
Rentokil Initial plc
Annual Report 2025
Director changes
Paul Edgecliffe-Johnson was appointed to the Board as Chief Financial
Officer on 1 January 2025. Leanne Sheraton and Sam Mitchell were
appointed to the Board as Non-Executive Directors on 1 June 2025 and
Leanne was appointed to the Remuneration Committee on the same
date. Sarosh Mistry stepped down from the Board and the
Remuneration Committee on 31 July 2025.
Looking forward to 2026
Director changes and CEO transition
On 13 January 2026 we announced that Mike Duffy would join the
Company on 16 February 2026 and would succeed Andy Ransom as
Chief Executive Officer on 16 March 2026. Andy Ransom, who is retiring,
will step down from the Board on 15 March 2026. To facilitate an orderly
transition, Andy is expected to remain an active employee and be
available to the Company until the end of his notice period on 6 May
2026. He will be treated as a good leaver, which is the normal default
treatment for retirement. This treatment was reviewed and approved
by the Remuneration Committee. The arrangements are in line with
our approved Remuneration Policy and further details are set out on
pages 124 and 125.
Mike Duffy will be based in the US and will receive his remuneration in
US dollars. The Committee determined that Mike’s starting salary should
be $1,600,000, reflecting his experience as a three time CEO. Mike will
participate in the 2026 annual bonus and LTIP in line with the
Remuneration Policy.
In addition, the Company will compensate Mike for remuneration he will
forfeit as a result of leaving his current role. He will be compensated for
the loss of his 2025 annual bonus and long-term incentive awards
forfeited. He will receive a cash payment of $398,610 in lieu of his
annual bonus for 2025. In respect of his lapsed long-term incentives,
he will receive three replacement awards over Rentokil Initial shares
with an aggregate maximum grant date value of $3.98m, of which $2m
will be subject to performance conditions relating to Rentokil Initial
share price growth. All replacement awards will be subject to clawback
and malus provisions. See page 125 for further information.
Base salary
Our annual pay review will take place mid-year and be effective from
1 July. The salary increase awarded to the CFO is expected to be 3% in
line with senior leader pay increases, which will be lower than the wider
workforce, as we tend to focus our pay review budgets at our frontline.
The new CEO’s pay will not increase in 2026 and will next be reviewed
in 2027 (see page 131 for further details).
See pages 130 to 133
for further information
Annual bonus
The new CEO and the CFO will be eligible for a maximum opportunity
of 225% of salary in line with the approved Policy. A maximum of 195%
of base salary will continue to be subject to Company performance and
up to 30% of base salary linked to personal performance. The Company
element will be based on the achievement of Revenue, Adjusted
Operating Profit and North America Organic Revenue Growth targets,
and subject to the achievement of profit and cash gateways. See pages
131 and 132 for full details. Andy Ransom will also be eligible to be
considered for a pro-rata bonus for 2026 (see page 124 for details).
PSP grants
We expect the 2026 PSP awards for the new CEO and the CFO of 375%
and 300% respectively to be made during March 2026 (see page 132 for
details). Andy Ransom will not be eligible for an award.
Policy review
2026 will be the final year under the current Directors’ Remuneration
Policy, as at the 2027 AGM we will be seeking your support for a new
Policy. We will engage with leading shareholders and their
representative bodies as part of developing the proposals and look
forward to receiving input.
Conclusion
I would like to thank our shareholders for their continued support of our
Policy, and its application, and our colleagues for their continued hard
work and dedication to delivering improved performance.
I hope you find the information in this report useful, and that it clearly
explains the remuneration approach taken by the Company and enables
you to understand how it links to our performance, business strategy,
and results.
Cathy Turner
Chair of the Remuneration Committee
Rentokil Initial plc
Annual Report 2025
115
Strategic Report
Other Information
Financial Statements
Corporate Governance
Remuneration at a glance
Fixed Pay – base salary, benefits, pension
Components:
Bonus
Performance Share Plan (PSP)
Unearned
Base pay
Policy summary
– Increases are normally broadly in line with
those awarded to the wider workforce. Adjustments to this
may be made where the Remuneration Committee deems
it appropriate.
2025 implementation
– The base salaries were reviewed as
part of the July 2025 salary review. No increases were applied.
See page 120 for details.
Pension
Policy summary
– Executive Directors may contribute
to a defined contribution arrangement or receive a cash
supplement in lieu of pension. Contributions are in line
with the wider UK workforce, which is currently 3% of salary.
2025 implementation
– The CEO and CFO contributions
are in line with the wider workforce.
Benefits
Policy summary
– The Company pays the cost of providing the
benefits on a monthly, annual, or one-off basis. Benefits are
determined taking into account market practice, the level and
type of benefits provided throughout the Group, and individual
circumstances. All benefits are non-pensionable.
Benefits provided during 2025:
• Car allowance
• Life assurance
• Family healthcare insurance
• Permanent health insurance
Andy Ransom
Chief Executive
2025
£1,040,000
2024
£1,040,000
0
%
increase
Andy Ransom
Chief Executive
3
%
Pension contribution during 2025
Paul Edgecliffe-Johnson
Chief Financial Officer
2025
£775,000
2024
n/a
0
%
increase
Paul Edgecliffe-Johnson
Chief Financial Officer
3
%
Wider workforce
(UK) increases
Frontline average
3-6%
Other colleagues
and managers
2.5-3%
Senior managers
2.5%
ELT
2.5%
Wider workforce
(UK)
3
%
Breakdown of Executive Directors’ total remuneration
Fixed pay
The table shows a comparison of the CEO’s and CFO’s total remuneration for 2025 and 2024, and shows the potential maximum that was
unearned.
£’000
Unearned
Fixed pay
Variable pay
Total
Base salary
Benefits
Pension
Bonus
PSP
Andy Ransom
Chief Executive
2025
1,040.0
19.3
31.2
1,315.8
876.9
3,283.2
2024
984.1
19.2
29.5
0
868.5
1,901.3
Paul Edgecliffe-Johnson
Chief Financial Officer
2025
775.0
15.9
20.3
980.5
–
1,791.7
2024
–
–
–
–
–
–
Revenue Growth
(at CER)
+
3.8
%
2025
2024: +3.8%
2023: +45.8%
Adjusted Operating
Profit (at CER)
+
5.4
%
2025
2024: -4.9%
2023: +57.0%
Total Shareholder
Return (three-year)
-14.7
%
Estimate to 31 December
2025 (PSP performance
period ends 29 March
2026)
Adjusted Free Cash
Flow Conversion
88.0
%
1 January 2023 to
31 December 2025
Organic
Revenue Growth
+
3.3
%
Cumulative average
1 January 2023 to
31 December 2025
Our performance
116
Rentokil Initial plc
Annual Report 2025
Performance Share Plan 2023-2026 vesting
The bar chart compares the estimated value of the 2023 PSP and value
of the 2022 PSP included in the 2025 and 2024 single figures and
shows how share price growth has influenced the value of the award.
PSP 2023-2026
Weighting
Estimated
vesting level
TSR
50%
0.0%
Organic Revenue Growth
15%
0.0%
Adjusted Free Cash Flow Conversion
15%
13.5%
Sales and Service colleague retention
6.7%
6.7%
Customer Voice Counts
6.7%
6.7%
Vehicle fuel intensity reduction
6.7%
6.7%
Total estimated vesting
33.5%
PSP value (£’000)
Policy summary
– Bonus opportunity of 225% of base annual salary,
with a maximum opportunity of 195% for Company performance and
30% for personal performance, which operate independently. 50%
of bonus is normally deferred into shares, with a minimum three-
year holding period.
2025 implementation
– The Committee reviewed the targets set
at the beginning of the year and determined that they remained
suitably stretching in the context of the wider business performance,
and that the outcomes were aligned with stakeholder experience.
Policy summary
– Award levels as a percentage of base salary are
375% for the CEO and 300% for the CFO. No more than 20% of the
award will vest for meeting threshold levels of performance and
100% of the award will vest if maximum performance is achieved.
There is a two-year holding period. Dividend equivalents may
accrue between grant and vest date.
2025 implementation
– The Committee granted the CEO and
CFO awards in line with the Policy, with the CEO receiving an
award of 375% of salary and the CFO receiving an award of 300%.
Andy Ransom
Chief Executive
Bonus targets and outcomes
Andy Ransom
Chief Executive
Company performance
96.5% / £1,003,806
Personal performance
30% / £312,000
2025 outcome
126.5% / £1,315,806
Paul Edgecliffe-Johnson
Chief Financial Officer
Company performance
96.5% / £748,029
Personal performance
30% / £232,500
2025 outcome
126.5% / £980,529
Andy Ransom
Chief Executive
Paul Edgecliffe-Johnson
Chief Financial Officer
Performance Share Plan
Bonus
Performance measures
Awards are subject to the achievement of financial and strategic/
ESG targets, with specific measures and weightings set by the
Remuneration Committee each year to ensure alignment with
the business strategy at the time of grant. However, a minimum
weighting of 75% will relate to financial (including TSR) measures.
2025 implementation
– The pie chart shows the performance
measures for the 2025 grant.
A. 50%
relative total shareholder
return
B. 15%
Organic Revenue Growth
C. 15%
Adjusted Free Cash Flow
Conversion
D. 20%
strategic/ESG measures
(colleague retention, customer
satisfaction, and vehicle fuel
intensity)
Policy maximum
375%
375%
2024 grant
375%
2
025 grant
Policy maximum
300%
300%
2
025 grant
2025
876.9
868.5
2024
A
B
C
D
Maximum
Threshold
Adjusted Operating Profit
(43.6% of bonus)
1,010.3
1,079.41
1,116.6
Maximum
Threshold
On target
Revenue
(43.6% of bonus)
6,832.8
6,870.49
6,970.8
Maximum
Threshold
On target
North America Organic
Revenue Growth
(12.8% of bonus)
1.80%
2.30%
3.20%
On target
Find out more
on pages 121 to 122
Find out more
on page 124
Find out more
on page 124
Find out more
on pages 120 and 123
Rentokil Initial plc
Annual Report 2025
117
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Annual Remuneration Report – Introduction
Introduction
The Annual Remuneration Report has been split into three sections for
ease of reference. This introductory section provides an overview of the
Remuneration Committee and the activities undertaken during the year.
The second section, from page 120, provides an explanation of how the
current Directors’ Remuneration Policy was implemented in the year
ended 31 December 2025 and shows the alignment between the
Company’s strategy, remuneration framework, and performance, as well
as the payments made to Directors during this period. The final section,
from page 131, provides an overview of how the Policy is intended to be
applied in 2026. For reference, a copy of the Policy approved at the May
2024 AGM is included at the end of the report from page 134.
Remuneration Committee responsibilities
The Remuneration Committee’s main responsibilities are developing and
setting the Directors’ Remuneration Policy and overseeing its application.
It determines and agrees the Policy with the Board and approves
individual remuneration arrangements for the Chair, Executive Directors
and members of the Executive Leadership Team (ELT). It reviews
executive performance and strives to ensure that remuneration structures
align the interests of management with those of shareholders and
operate in the long-term best interests of the Company.
The Remuneration Committee oversees contractual terms on termination
affecting Executive Directors and members of the ELT and seeks to
ensure that any payments made are fair both to the individual and to the
Company, that failure is not rewarded and that the duty to mitigate loss is
fully recognised. The Remuneration Committee also oversees the
Company’s incentive schemes, including the operation and effectiveness
of performance measures and targets in both the annual bonus plan and
the PSP. It also lends oversight to major changes in colleague
remuneration across the Group.
Membership and attendance
The Remuneration Committee members in 2025 were: Cathy Turner
(Chair), Brian Baldwin, David Frear, Sarosh Mistry (until 31 July 2025),
Leanne Sheraton (from 1 June 2025) and Linda Yueh.
There were six Remuneration Committee meetings held in 2025, which
was higher than the number of meetings held in 2024. This was due to
additional work related to the appointment of a new Chief Executive.
Details of the members of the Remuneration Committee and their
attendance during the year can be found on page 79. The Group HR
Director, the Group General Counsel & Company Secretary, and the
Group Head of Reward also attend Remuneration Committee meetings.
The Group HR Director has direct access to the Chair of the
Remuneration Committee and, together with the Group Head of
Reward, advises the Remuneration Committee on remuneration matters
relating to Executive Directors and members of the ELT. The Company
Chair also attends meetings and makes recommendations in relation to
the remuneration and incentive arrangements for the Chief Executive.
The Chief Executive attends meetings and makes recommendations
in respect of remuneration arrangements for his direct reports.
No Executive Director or member of the ELT is present when their
own remuneration is under consideration.
The Remuneration Committee members have a broad and diverse set
of skills and knowledge that, when combined, bring the necessary level
of experience and know-how to ensure that remuneration matters are
dealt with in a balanced, independent, and informed manner. No
member of the Remuneration Committee has any personal financial
interest in the matters to be decided by the Remuneration Committee,
other than as a shareholder.
No member of the Remuneration Committee has any conflict of interest
in carrying out their role on the Remuneration Committee arising from
other directorships, nor does any member participate in any of the
Company’s incentive or pension arrangements or have any involvement
in the day-to-day running of the Company.
In order to avoid any conflict of interest, remuneration is managed
through well-defined processes, ensuring no individual is involved
in the decision-making process related to their own remuneration.
The Remuneration Committee also receives support from external
advisors and evaluates the support provided by those advisors annually
to ensure that advice is independent, appropriate, and cost-effective.
Remuneration Committee effectiveness
The Remuneration Committee undertook a review of its performance
during the year as part of the broader Board evaluation as detailed
on page 90. The review concluded that the Remuneration Committee
continued to operate effectively. The findings demonstrate that
Committee performance continues to be considered effective in 2025
in terms of the management of meetings, the quality of the content
and information provided to the Committee from internal or external
advisors, and the Committee’s work to undertake its duties.
In 2025, the Remuneration Committee focussed on supporting changes
to the Board, which included the appointment of the new Chief
Executive, the transition of Chief Financial Officer and induction of new
Committee member; Leanne Sheraton; and the ongoing integration of
the Terminix acquisition, ensuring the right remuneration packages are
in place to attract, motivate, and retain talent.
The key area of focus for the Committee in 2026 will be supporting the
transition of the Chief Executive role, reviewing the Remuneration Policy
ahead of a new Policy being put to shareholder vote at the 2027 AGM,
and ensuring the right remuneration packages are in place to attract,
motivate, and retain talent.
External advisors
Material advice and/or services were provided to the Remuneration
Committee during the year by Willis Towers Watson (WTW), who were
appointed by the Committee on 1 September 2024 following a
competitive tender process. They were retained to provide independent
advice on executive remuneration matters and on the Company’s
long-term incentive arrangements. WTW is a member of
the Remuneration Consultants Group and adheres to its code in relation
to executive remuneration consulting in the UK. Fees charged during
the year for advice to the Remuneration Committee by WTW were
£220,855 and were accrued on a time and materials basis. The higher
fees are due to additional support provided as part of the CEO
recruitment process. WTW does not have any connection with the
Company or any Director that may impair their independence, and the
Remuneration Committee is satisfied that the advice it receives is
independent and objective.
AGM voting outcomes
The outcomes of the advisory vote in respect of the Directors’
Remuneration Report and the vote on the Directors’ Remuneration
Policy at the 2024 AGM are shown in the tables below.
Remuneration Report voting results (2025 AGM)
Votes for
2,131,852,759
Percentage for
95.81%
Votes against
93,234,712
Percentage against
4.19%
Total votes cast
2,225,087,471
Votes withheld (abstentions)
4,680,233
Remuneration Policy voting results (2024 AGM)
Votes for
2,014,400,119
Percentage for
95.07%
Votes against
104,517,698
Percentage against
4.93%
Total votes cast
2,118,917,817
Votes withheld (abstentions)
761,093
A vote ‘for’ includes those votes giving the Chair discretion. A vote
‘withheld’ is not classed as a vote in law and is not counted in the
calculation of the proportion of votes cast for or against a resolution.
118
Rentokil Initial plc
Annual Report 2025
In 2025, the Remuneration Committee considered the following key areas:
Matters considered
Discussion and outcome
Find out more
Executive remuneration
Executive Director
remuneration
The Remuneration Committee considered and approved base salaries for 2025, bonus
outcomes for 2024, bonus structure for 2025, and the 2025 PSP awards and targets
for the Executive Directors, taking into consideration the wider workforce.
See pages 120 to 124
for more information
ELT remuneration
The Remuneration Committee considered and approved base salaries for 2025, bonus
outcomes for 2024, bonus structure for 2025, and the 2025 PSP awards and targets
for the members of the ELT, taking into consideration the wider workforce.
–
2022 Performance
Share Plan (PSP) vest
The Remuneration Committee approved the vesting of the 2022 PSP awards as a result
of the performance measures being met at 32.6% of maximum.
–
2025 PSP award
The Remuneration Committee approved the PSP grant in March 2025 and its performance
conditions, and subsequently noted a summary of the grants made under the PSP.
See page 124 for more
information
PSP measures
The Remuneration Committee monitored the performance status of the outstanding
awards under the PSP.
–
2025 annual bonus
The Remuneration Committee reviewed the overall structure of the 2025 annual bonus
plan for Executive Directors and ELT members.
See pages 121 and 122
for more information
Executive Director
appointments and
terminations
During 2025, the Remuneration Committee approved the remuneration for
the appointment of the new Chief Executive and the retirement terms for the
previous incumbent.
See pages 124 and 125
for more information
ELT appointments and
terminations
During 2025, the Remuneration Committee approved the remuneration for the
appointment of an Interim CEO, North America and termination terms for the
previous incumbent.
–
Governance and oversight
Share dilution limits
The Remuneration Committee noted the impact of the Company’s executive share plans
on share dilution limits.
–
Terms of reference
The Remuneration Committee undertook its annual review of its terms of reference.
These are available
on our website
Performance review
The Remuneration Committee undertook its annual review of the effectiveness
of the Committee.
See Committee
effectiveness on
page 90
Corporate governance
and proxy voting
guidelines
The Remuneration Committee received an update during 2025 on changes in corporate
governance and proxy voting guidelines.
–
Gender Pay Report
The Remuneration Committee considered and recommended the 2024 Gender Pay
Report for approval by the Board in February, which was published in March 2025.
Read about diversity
on page 111. Our
reports are available
on our website
Directors’
Remuneration Report
The Remuneration Committee reviewed and approved the Directors’ Remuneration Report
to be included in our 2024 Annual Report.
Available on
our website
Annual planner
The Remuneration Committee considered the annual planner for 2026.
–
The Chair of the Remuneration Committee presents a summary of material matters discussed at each meeting to the following Board meeting and
minutes of the Remuneration Committee meetings are circulated to all Directors subject to suitable redaction. The Remuneration Committee reports
to shareholders annually in this report and the Chair of the Remuneration Committee attends the AGM to address any questions arising.
Activities of the Remuneration Committee
Rentokil Initial plc
Annual Report 2025
119
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Annual Remuneration Report – 2025
Directors’ remuneration in the year to 31 December 2025
Single total figure for the remuneration of Executive Directors
The table below has been audited.
Fixed pay
Variable pay
Total
£’000
Value of total
attributed to
share price
growth
£’000
% of total
attributed to
share price
growth
Year
Base
Salary
£’000
Benefits
£’000
Pension
£’000
Total
fixed pay
£’000
Bonus
£’000
PSP
£’000
Total
variable
pay
£’000
Andy Ransom
,
Chief Executive
2025
1,040.0
19.3
31.2
1,090.5
1,315.8
876.9
2,192.7
3,283.2
(325.5)
−37.1%
2024
984.1
19.2
29.5
1,032.8
0.0
868.5
868.5
1901.3
(253.7)
−29.2%
Paul Edgecliffe-
Johnson,
Chief Financial Officer
2025
775.0
15.9
20.3
811.1
980.5
–
980.5
1,791.7
–
–
2024
–
–
–
–
–
–
–
–
–
–
Notes to the table
The notes below have been audited.
Appointment
• Paul Edgecliffe-Johnson was appointed to the board as Chief Financial
Officer on 1 January 2025.
Base salary
• Base salary earned from 1 January to 31 December for each year.
• Andy Ransom did not receive an increase in 2025, in line with his
contractual terms, following the announcement of his future retirement
on 7 May 2025.
• Under the terms of his appointment, Paul Edgecliffe-Johnson was not
eligible for an increase in 2025.
Benefits
• Executive Directors are provided with family health insurance, health
screening, life assurance, permanent health insurance, and a car
allowance.
• The value of the taxable benefits includes the P11D value for health
insurance and the gross cash car allowance. There were no other
taxable benefits paid to Executive Directors in 2024 or 2025.
• Andy Ransom received a gross car allowance of £17,720 per annum in
both 2024 and 2025. Paul Edgecliffe-Johnson received a gross car
allowance of £15,180 per annum in 2025.
Pension
• Andy Ransom and Paul Edgecliffe-Johnson received a pension
contribution, in the form of a cash supplement, worth 3% of base salary
in line with the UK wider workforce.
• Neither Andy Ransom or Paul Edgecliffe-Johnson contributed to
a Company pension scheme and they do not have any prospective
benefits under a Company defined benefit scheme.
Bonus
• 50% of the individual’s bonus entitlement is normally awarded as
deferred shares. These awards are subject to a three-year holding
period, but are not subject to performance or service conditions.
• For 2024, Andy Ransom did not receive a bonus, following the
Committee’s application of discretion to reduce it to zero. See page
114.
• For 2025 Andy Ransom received a bonus of 126.5% of salary and
Paul Edgecliffe-Johnson received a bonus of 126.5% of salary.
See pages 121 and 122 for details of the 2025 bonus calculation.
• Due to his retirement and significant shareholding, Andy Ransom’s
2025 bonus will be paid fully in cash. Paul Edgecliffe-Johnson will have
50% of his bonus awarded as deferred shares.
PSP
• The 2025 single total figure includes the 2023 PSP, which is due to
vest in March 2026. The value of the 2023 PSP at vest has been
estimated based on the average of the Company’s share price over
the last financial quarter of 2025, giving a price of 417.3p, and the
anticipated performance outcomes, giving a vesting level of 33.5%.
See page 123 for details.
• The actual value of the 2023 PSP will be confirmed in next year’s
report once the final performance outcome, the share price at the date
of vesting, and the impact of dividend accrual are known.
• The 2022 PSP estimate included in the 2024 single figure has been
restated. The award vested at 32.6%, which was in line with the
estimate provided in last year’s report. The value has been restated
to reflect the actual share price at the date of vesting on 4 March 2025
of 385.1p, and the impact of dividend accrual. This has reduced the
value of the PSP outcome.
Value attributed to share price changes
• The PSP value included in the 2025 single figure has an estimated
share price decline of 154.9p per share attributed to it (estimated share
price of 417.3p less share price at grant of 572.2p), which is -37.1%
of the PSP value.
• The PSP value included in the 2024 single figure had a share price
decline of 112.5p per share (share price at vest of 385.1p less share
price at grant of 497.6p), which is -29.2% of the PSP value.
Single
figure
Share price
on grant
Estimated
share price
at vest
Share price
change
2023 award
2025
572.2p
417.3p
-154.9p
2022 award
2024
497.6p
385.1p
-112.5p
• The table below summarises the value of the 2023 and 2022 PSP
vests split between value attributed to performance and value
attributed to share price change for Andy Ransom.
• Paul Edgecliffe-Johnson was not part of these PSP grants, as they
were awarded prior to his being appointed as CFO.
Award
Value
attributed to
performance
£’000
Value
attributed
to share
price
change
£’000
Total
value of
shares
vesting
£’000
Andy Ransom
,
Chief Executive
2023
1,202.3
-325.5
876.9
2022
1,122.2
-253.7
868.5
• The Remuneration Committee has not exercised discretion as a result
of this share price appreciation or depreciation for either award.
The total emoluments and option gains are disclosed on page 123.
Malus and clawback
• No malus or clawback powers were exercised during 2025.
120
Rentokil Initial plc
Annual Report 2025
This section has been audited.
The annual bonus plan comprises three parts: gateway measures,
Company performance, and personal performance. This means that
bonuses earned reflect the performance of the constituent businesses
which make up the overall Group performance, as well as achievement
against specific personal objectives. The gateway measures and
Company performance are measured against financial targets.
The Executive Directors had a maximum bonus opportunity of 195%
of salary if the Company financial targets were achieved in full, and
an opportunity to earn up to 30% based on personal performance,
which is measured through the Group’s performance and development
review (PDR) process.
In total, the maximum bonus opportunity is up to 225% of salary
and 50% of any bonus earned is normally deferred into shares for
three years.
2025 Annual bonus outcome
The Remuneration Committee reviewed the 2025 bonus plan outcome for
the Group’s senior management population based on the targets set at the
start of the financial year.
Gateways
The Profit and Adjusted Free Cash Flow gateways have to be reached
before the financial performance element of the bonus can be paid.
The table below shows the targets that were set for each gateway
measure and the result.
Target
$m
Result
$m
Profit Gateway
1,010.3
1,066.4
Adjusted Free Cash Flow Gateway
423.0
615.0
Outcome
Both gateways were achieved.
Company performance
For 2025, the Committee decided to retain the North America Organic
Revenue Growth measure first introduced in 2024. The remainder of the
bonus opportunity was split equally between delivery of profit and revenue
targets.
The table below shows how the bonus opportunity for Company
performance was split.
Metric
Threshold
Target
Maximum
Profit
17.0%
42.5%
85.0%
Revenue
17.0%
42.5%
85.0%
North America Organic Revenue Growth
5.0%
12.5%
25.0%
Company performance
39.0%
97.5%
195.0%
Targets and results
The tables below detail the targets set and the performance against these
targets for each of the Company performance metrics. The tables also
include the percentage of the maximum bonus that can be achieved for
each target level and the percentage of salary payable.
Revenue
Threshold
Target
Maximum
Result
Targets $m
6,832.8
6,901.8
6,970.8
6,870.5
Targets as % of on-target
99%
100%
101%
99.5%
% of maximum
opportunity achieved
20%
50%
100%
36.4%
% of base salary payable
17.0%
42.5%
85.0%
30.9%
Adjusted Operating Profit
Threshold
Target
Maximum
Result
Targets $m
1,010.3
1,063.5
1,116.6
1,079.4
Targets as % of on-target
95%
100%
105%
101.5%
% of maximum
opportunity achieved
20%
50%
100%
65.0%
% of base salary payable
17.0%
42.5%
85.0%
55.2%
NA Organic
Revenue Growth
Threshold
On-target
Maximum
Result
Targets
1.8%
2.5%
3.2%
2.3%
% of maximum
opportunity achieved
20%
50%
100%
41.4%
% of base salary payable
5.0%
12.5%
25.0%
10.4%
Outcome – Company performance
The table below brings together the bonus outcomes for each element to
give the total bonus payable as a percentage of the maximum opportunity
and as a percentage of base salary.
% of
maximum
opportunity
achieved
% of base
salary
payable
Revenue
36.4%
30.9%
Adjusted Operating Profit
65.0%
55.2%
North America Organic Revenue Growth
41.4%
10.4%
Bonus outcome
49.5%
96.5%
The table below shows the bonus payable to the Chief Executive and
Chief Financial Officer.
Bonus outcome as a
% of base salary
Result
£’000
Andy Ransom
96.5%
1,003.8
Paul Edgecliffe-Johnson
96.5%
748.0
Personal performance
Structure
The Executive Directors can earn up to 30% of base salary based on
their personal performance against objectives measured through the
Company’s PDR process. Objectives typically include areas such as
people, customers, safety, systems, governance and control, and key
strategic projects.
The table below shows the rating scale used in the PDR and the bonus
opportunity as a percentage of base salary for each rating.
Performance rating
and definition
Meaning of definition
Bonus
opportunity as a
% of base salary
1: Below standards
required
Has not delivered against
performance criteria
0%
2: Development required
Has met some but not all
performance criteria
0%
3: Good performer
Meets agreed performance
15%
4: Exceeds expectations
Meets and exceeds
expectations against most
aspects
22.5%
5: Outstanding
Outstanding achievement
against all criteria
30%
Results and outcome
The assessment of the performance ratings, by the Chair for the Chief
Executive and by the Chief Executive for the Chief Financial Officer,
took into account their key achievements during 2025. The table below
shows the PDR rating awarded and the bonus outcome for the personal
element.
PDR rating
Bonus
outcome as
% of salary
Bonus
outcome
£’000
Andy Ransom
5
30%
312.0
Paul Edgecliffe-Johnson
5
30%
232.5
See the tables on page 122 for details of the key achievements for
the Chief Executive and Chief Financial Officer which were used
to determine their performance rating, along with the Committee’s
rationale.
Annual bonus 2025
Rentokil Initial plc
Annual Report 2025
121
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Annual Remuneration Report – 2025
continued
The table details the key achievements for the Chief Executive and Chief Financial Officer which were used to determine their performance rating.
Strategic
objectives
Andy Ransom, Chief Executive
Paul Edgecliffe-Johnson, Chief Financial Officer
Employer
of Choice
• Achieved world-class performance in LTA and WDL, with LTA
improving 3.4% to 0.28 and WDL improving 9.6% to 5.65.
• Increased global colleague retention by 1.1% to 87.4%, service
technician retention by 1.5% to 87.0%, and sales colleague retention
by 0.7% to 82.1%.
• 91% of colleagues participated in Your Voice Counts (YVC) and
engagement and enablement levels remained stable.
• YVC showed world-class levels of service advocacy – 19 points
above Global Norm.
• Successfully strengthened Investor Relations and FP&A teams.
• Improved capability of North America finance team, enabling
better quality analysis and financial control.
Customer
• Customer retention improved by 0.5% to 82.6% and Customer
Voice Counts survey (NPS) improved strongly from 57.8 to 60.6.
• State of Service was strong at 98.4%.
• Customer retention improved by 0.5% to 82.6% and Customer
Voice Counts survey (NPS) improved strongly from 57.8 to 60.6.
Revenue
• Delivered increase in Revenue of 3.8% over previous year, of which
2.6% was organic growth.
• Restored Organic Revenue Growth in North America, with strong
performance in the second half of 3.5%.
• Over 150 satellite branches in operation, driving additional MQLs
with effective ROI.
• Optimised over 800 web pages for AI and local search.
• Price increases delivered at above the rate of inflation.
• Delivered increase in Revenue of 3.8% over previous year, of which
2.6% was organic growth.
• Restored Organic Revenue Growth in North America, with strong
performance in the second half of 3.5%.
• Price increases delivered at above the rate of inflation.
Adjusted
Operating
Profit
• Adjusted Operating Profit (CER) was up 5.4% overall, 5.1% North
America and 5.7% International business.
• Adjusted Operating Margin improved by 0.3%pts to 15.5%.
• Adjusted Operating Profit (CER) was up 5.4% overall, 5.1% North
America and 5.7% International business.
• Adjusted Operating Margin improved by 0.3%pts to 15.5%.
• Identified opportunities for significant cost reductions in North
America and commenced delivery in 2025.
Cash and
liquidity
• Adjusted Free Cash Flow Conversion was 97.6%.
• Delivered improved Net Debt to adjusted EBITDA of 2.6x.
• Maintained a BBB rating with a stable outlook with S&P and Fitch.
• Adjusted Free Cash Flow Conversion was 97.6%.
• Increased Free Cash Flow by $121m to $615m due to improved
performance in trading and management of working capital.
• Delivered improved Net Debt to adjusted EBITDA ratio of 2.6x.
• Maintained a BBB rating with a stable outlook with S&P and Fitch.
M&A
• 36 acquisitions completed in 2025 with revenues of c.$63m in the
year prior to purchase, taking the total since 2021 to 217 acquisitions
with revenues of c.$714m.
• 36 acquisitions completed in 2025 with revenues of c.$63m in the
year prior to purchase.
Earnings
and
returns
• ROCE for 2025 was 6.8% for the continuing group.
• Continued to deliver progressive dividend policy, with dividend for
the year increasing to 12.39 cents.
• ROCE for 2025 was 6.8% for the continuing group.
• Shareholder engagement quality has improved, driven by
enhanced investor relations and external reporting that is both
clearer and more concise.
Total bonus outcome
The table shows the total bonus outcome for each Executive Director. If a bonus is payable, 50% of the outcome achieved is normally deferred in shares
under the Deferred Bonus Plan (DBP). These awards are subject to a three-year holding period, but are not subject to any further performance or service
conditions. Due to his retirement and significant shareholding, the bonus payable to Andy Ransom will be paid fully in cash.
£’000
Company element
Personal element
Total bonus
outcome achieved
Bonus outcome
payable in cash
Bonus outcome
deferred in shares
Total bonus
outcome as % of
maximum
opportunity
Andy Ransom
Bonus payable
as a % of salary
96.5%
30%
126.5%
126.5%
–
56.2%
Bonus payable
1,003.8
312.0
1,315.8
1,315.8
–
56.2%
Paul Edgecliffe-
Johnson
Bonus payable
as a % of salary
96.5%
30%
126.5%
63.3%
63.3%
56.2%
Bonus payable
748.0
232.5
980.5
490.3
490.3
56.2%
Rationale
The Committee recognises that this has been an extremely demanding year, particularly with regard to the significant workload related to getting the
business back on track, and wanted to recognise the excellent progress made, particularly with the delivery of results in the second half of the year.
With this in mind, both the Chief Executive, Andy Ransom, and Chief Financial Officer, Paul Edgecliffe-Johnson, were awarded a performance rating
of 5. The assessments are set out in the table above; they demonstrate the outstanding personal performance both executives have delivered
during a challenging year for the Company and reflects the delivery of results above analyst consensus. This rating results in a bonus of 30% of
salary, which equates to 13.3% of the maximum overall bonus opportunity, giving a total bonus payable of 56.2% of the maximum opportunity.
Careful consideration was given as to whether or not the outcomes were reflective of overall Company performance and appropriate in the context
of the experience of wider stakeholders; it was felt that they were a fair reflection and that no discretion should be applied to adjust the outcome.
122
Rentokil Initial plc
Annual Report 2025
This section has been audited.
The PSP is the Company’s long-term incentive plan which the Executive Directors, ELT, and more than 1,300 managers and technical experts
participate in. This participation supports the delivery of the Company’s strategic priorities. The DBP is the long-term incentive plan under which
50% of any bonus payable to the Executive Directors is deferred in shares.
2023 PSP award
The 2023 PSP award was subject to six performance measures detailed in the table below.
Performance
measures
Weighting
Definition
Performance period
Relative TSR
50%
Relative TSR performance measured against a comparator group of the FTSE
350 Index, excluding financial services, property, and primary resources sectors
30/03/2023 to 29/03/2026
Organic Revenue
Growth
15%
Average Organic Revenue Growth over the three-year performance
01/01/2023 to 31/12/2025
Adjusted Free Cash
Flow Conversion
15%
Adjusted Free Cash Flow Conversion % over a three-year performance period
01/01/2023 to 31/12/2025
Sales and Service
colleague retention
6.7%
Average of the 2023, 2024, and 2025 annual overall Sales and Service
colleague retention
01/01/2023 to 31/12/2025
Customer
satisfaction
6.7%
Average of the 2023, 2024, and 2025 annual CVC score over the three-year
performance period based on NPS methodology
01/01/2023 to 31/12/2025
Vehicle fuel
intensity
6.7%
Reduction in vehicle fuel intensity across 20 key countries achieved by the end
of the three-year performance period
01/01/2023 to 31/12/2025
2023 PSP vesting level
The Remuneration Committee carefully considered shareholder experience when reviewing the outcomes of the annual bonus and PSP vesting
level, particularly with respect to whether any downward discretion should be exercised by the Committee. On balance, the Committee decided that
the formulaic outcomes take account of financial performance being below expectations, and the non-vesting of the TSR element and the reduction
in share price over the period aligned the experience with shareholders over the three-year performance period.
In addition, the Committee thoroughly evaluated the outcomes of the additional financial and strategic measures in the PSP to ensure that these had
not been inadvertently made easier by inflationary increases or other impacts outside of management control.
Following the above reviews, the Committee has not applied discretion to the estimated outcome of the vesting.
Vesting is on a straight-line basis between threshold and target and between target and maximum, with the exception of TSR. No shares will vest
if the performance is below the threshold for that measure. For the TSR, vesting is on a straight-line basis between median and upper quartile
performance. The TSR performance period for the 2023 award is measured over a three-year period ending during the 2026 financial year. The TSR
element of the award is therefore estimated using the TSR performance of the Company and comparator group to the end of December 2025.
The table below summarises the outcomes for each of the performance conditions.
Performance measures
Threshold:
20% vesting
Target:
50% vesting
Maximum:
100% vesting
Actual/
estimated result
Vesting
level
Weighted
vesting level
Relative TSR
1
Median TSR
performance
Straight-line
vesting between
threshold and
maximum
Upper quartile
TSR
performance
Ranked 114 of 159
Estimate
0%
Estimate
0%
Organic Revenue Growth
4.5%
5.5%
6.5%
3.3%
0.0%
0.0%
Adjusted Free Cash Flow Conversion
70.0%
80.0%
90.0%
88.0%
90.0%
13.5%
Sales and Service colleague retention
74.5%
77.0%
79.5%
84.7%
100.0%
6.7%
Customer satisfaction
47.5
49.5
51.5
53.8
100.0%
6.7%
Vehicle fuel intensity
4.0%
6.0%
8.0%
13.6%
100.0%
6.7%
Total
33.5%
1.
This estimate will be restated in next year’s Annual Report to reflect actual performance.
2023 PSP awards vesting
Andy Ransom was granted an award of shares worth 375% of base salary in March 2023. The aggregate number of shares estimated to vest in 2026
is summarised in the table below. The table also includes an estimate of the number of additional shares relating to dividends accrued throughout
the performance period, which will be added to the final awards. The estimated value of the shares vesting is based on an average of the Company’s
share price for the three months to 31 December 2025 of 417.3p. The Remuneration Committee has not exercised any discretion.
Maximum
award
of shares
Estimated
vesting level of
award
Total number of
shares post
performance
conditions
Dividend
equivalent
shares at vest
Total
shares
vesting
Value
of shares
vesting
£’000
Value of share
vesting
attributed
to share price
growth
£’000
% of vesting
value attributed
to share price
growth
Andy Ransom
590,647
33.5%
197,866
12,261
210,127
£876.9
(£325.5)
−37.1%
Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards
Rentokil Initial plc
Annual Report 2025
123
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Annual Remuneration Report – 2025
continued
PSP awards granted during the year
In March 2025, the Committee awarded the Executive Directors’ PSP awards at the Policy levels, with Andy Ransom receiving an award of 375%
of salary and Paul Edgecliffe-Johnson receiving an award of 300%. The number of shares that vest under the PSP will be based on the performance
conditions and weightings shown in the table below. From this grant, the TSR performance period will be aligned with the other metrics and follow
the financial years and will be measured over three years to 31 December 2027.
In addition, when determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the
business, as well as the value added for shareholders during the performance periods, and may adjust the vesting outcome if it considers this
to be appropriate.
Performance measures 2025–2027
Weighting
Threshold: 20% vesting¹
Target: 50% vesting¹
Maximum: 100% vesting¹
Relative TSR
50%
TSR performance is median
measured against the FTSE
100 Index, excluding financial
services, property, and
primary resources sectors
Straight-line vesting between
threshold and maximum
Upper quartile TSR
performance against the FTSE
100 Index, excluding financial
services, property, and
primary resources sectors
Organic Revenue Growth
15%
2.75%
3.5%
4.25%
Adjusted Free Cash Flow Conversion
15%
75%
85%
90%
Strategic/ESG measures
– Sales and Service colleague
retention
– Customer satisfaction
6.7%
6.7%
Targets for these measures have not been disclosed as the Board believes that these
measures are commercially sensitive. They will be based on straight-line vesting between
threshold and target, and between target and maximum performance, which will be
reported at vesting.
– Vehicle fuel intensity
6.7%
4%
6%
8%
1. Of maximum opportunity.
Awards to Executive Directors under the 2025 PSP are set out in the table below; the number of shares awarded are the maximum entitlements,
and the actual number of shares (if any) which vest under the PSP will depend on the performance conditions being achieved as set out above.
The awards granted were in the form of nil-cost options and may be exercised after vesting up to ten years from the date of grant. The PSP awards
are subject to a holding period of two years, which commences from the date of vest.
2025 PSP award
Participant
Date of award
Number of
shares
awarded
Share price
used to
determine
award
1
Exercise
price
Face value
of shares
£’000
% of salary
awarded
Date of vest
Performance
period end
Andy Ransom
11/03/2025
1,151,121
338.8p
–
3,900
375%
11/03/2028
31/12/2027
Paul Edgecliffe-Johnson
11/03/2025
686,245
338.8p
–
2,325
300%
11/03/2028
31/12/2027
1.
The share price is the closing share price on the day prior to grant.
DBP awards granted during the year
The Executive Directors did not receive a bonus for 2024, therefore no grants were awarded under the DBP in 2025.
Payments for loss of office
This section is audited.
Retirement of Andy Ransom
Following the announcements of the retirement of Andy Ransom on 7 May 2025 and of the appointment of his successor, Mike Duffy, on 13 January
2026, Andy will step down from the Board of Rentokil Initial plc with effect from 16 March 2026. To facilitate an orderly transition, he is expected to
remain an active employee and be available to the Company until the end of his notice period on 6 May 2026. He will be treated as a good leaver,
which is the default treatment for retirement and was considered appropriate by the Remuneration Committee. His leaving terms are in line with
the Directors’ Remuneration Policy and are summarised below. No discretion has been applied by the Remuneration Committee to his leaving
arrangements.
• Andy’s salary, pension and car allowance will be paid on a monthly basis up to the end of his notice period of 6 May 2026. In total he will receive
£1,040,000, £31,200 and £17,720 respectively over the 12 months notice period.
• He will continue to receive contractual benefits during his notice period, including annual leave, family medical insurance, life assurance,
and permanent health insurance.
• He is eligible for a bonus of a maximum of 225% of base salary for the 2025 financial year, with payment being made fully in cash. See pages 121
and 122 for further details.
• He will be eligible for a bonus of a maximum of 225% of base salary for the 2026 financial year on a pro-rata basis to his leave date 6 May 2026.
Any bonus payable will be subject to the achievement of performance targets and will be determined by the Remuneration Committee following
the end of the 2026 financial year. Any payment due will be made in cash in March 2027.
• He will not receive a Performance Share Plan (PSP) award in 2026.
• His PSP awards that have vested, but are still in their holding period will be retained in full and will be released at the end of the holding period,
in line with our Policy.
• In line with the good leaver rules, he will retain a pro-rata of his in-flight PSP awards calculated by reference to grant date and his termination date.
These awards will vest at the end of the three-year performance period, subject to the achievement of the performance conditions. Any shares that
vest will remain subject to a two-year holding period from the vesting date.
• His inflight Deferred Bonus Plan (DBP) awards will be retained in full and released at the end of the three-year deferral period, in line with our Policy.
124
Rentokil Initial plc
Annual Report 2025
• All outstanding PSP and DBP awards will remain subject to malus and clawback and he will comply with the post-cessation shareholding
requirements.
• He received a contribution of £10,000 towards legal fees incurred for independent advice relating to his termination.
No further payments will be made to Andy Ransom and the Remuneration Committee has not applied discretion to his leaving arrangements.
Payments to past Directors
This section is audited.
Stuart Ingall-Tombs (Former Chief Financial Officer, departed 24 November 2025)
Stuart Ingall-Tombs stepped down from the Board on 31 December 2024. He remained an active employee until 28 February 2025 and was available
to the Company until the end of his notice period on 24 November 2025. He was treated as a good leaver, which is the default treatment for
retirement and one the Remuneration Committee agreed was appropriate to apply. No discretion was applied by the Remuneration Committee
to his leaving arrangements. Under these arrangements, the following payments were made that relate to 2025.
Fixed Pay
The table below outlines the base salary, benefits and pension that Stuart Ingall-Tombs received from 1 January 2025 to his retirement on
24 November 2025.
Year
Base Salary
£’000
Benefits
£’000
Pension
£’000
Total fixed pay
£’000
Stuart Ingall-Tombs
Former Chief Financial Officer
2025
571.5
15.3
15.0
601.7
Bonus
Stuart Ingall-Tombs was eligible for a pro-rata bonus whilst he was an active employee from 1 January 2025 to 28 February 2025. He has been
awarded a performance rating of 3, resulting in a payment of 15% of base salary for his personal performance during this period. The table below
outlines the payments received.
£’000
Company
element
Personal
element
Total bonus
outcome
achieved
Bonus outcome
payable in cash
Bonus outcome
deferred in
shares
Total bonus
outcome as % of
maximum
opportunity
Stuart Ingall-Tombs
Former Chief Financial Officer
Bonus payable as a % of salary
96.5%
15.0%
111.5%
55.8%
55.8%
49.6%
Bonus payable
102.2
15.9
118.0
59.0
59.0
49.6%
PSP awards
The table below outlines the payments received as a result of the 2022 PSP award vesting on 4 March 2025. This award is subject to a further
two-year holding period. This award was not pro-rated as it vested whilst in employment.
Maximum
award of
shares
Vesting level
of award
Total number of
shares post
performance
conditions
Dividend
equivalent
shares at vest
Total shares
vesting
Value of shares
vesting
£’000
Value of share
vesting
attributed to
share price
growth
£’000
% of vesting
value attributed
to share price
growth
Stuart Ingall-Tombs
Former
Chief Financial Officer
331,592
32.6%
108,132
5,273
113,405
£436.7
(£127.6)
−29.2%
Appointment of Mike Duffy
On 13 January 2026, we announced the appointment of Mike Duffy who, having joined the Company on 16 February 2026, will be appointed to the
Board as Chief Executive on 16 March 2026. His remuneration has been set within the parameters of the approved Policy, and consists of:
• an annual base salary of $1,600,000, which reflects his experience as a three-time CEO and aligns with the external market. He will next be eligible
for a salary review in July 2027;
• standard Company benefits available to all employees in the US including (but not limited to), medical insurance, life assurance, and permanent
health insurance;
• a maximum annual bonus opportunity of 225% of base salary, with 50% of any bonus payable subject to three years’ deferral under the Deferred
Bonus Plan;
• an annual award of 375% of base salary under the Performance Share Plan. He will be eligible to receive his first award in March 2026;
• a requirement to build a shareholding equivalent to 400% of salary within five years of appointment and to maintain this holding for two years
post-cessation. Should he not have had sufficient time to build up shares to meet the guideline, he will be required to hold the actual level of
shareholding at cessation; and
• a contribution of $20,000 towards legal fees incurred for independent advice relating to his appointment.
• In addition, the Company will compensate Mike for certain remuneration he will forfeit as a result of leaving his current role. He will be compensated
for his 2025 annual bonus and long-term incentive awards forfeited.
• He will receive a cash payment in lieu of his 2025 annual bonus of $398,610. Rather than receiving a cash payment in lieu of the bonus forfeited
for 2026, he will be eligible for a full year bonus for 2026 in his new role.
• In respect of the long-term incentive awards he forfeits, he will receive three replacement awards over Rentokil Initial shares with an aggregate
maximum grant date value of $3.98m. These awards are broken down as follows: the first award will have a grant date value of $1.26m, and the
second will have a maximum grant date value of $720k. For both of these awards, half will vest two years after the relevant grant date and the
other half will vest three years after the grant date. The third award will have a grant date value of $2m and will vest three years after the grant date,
subject to the achievement of performance conditions related to Rentokil Initial share price growth, with significant growth required for the award
to vest in full. Targets have not been disclosed as the Board believes that they are commercially sensitive. They will be reported at vesting.
All replacement awards will be subject to clawback and malus provisions.
Rentokil Initial plc
Annual Report 2025
125
Strategic Report
Other Information
Financial Statements
Corporate Governance
Single total figure for the remuneration during 2025 of the Chair and Non-Executive Directors
Chair and Non-Executive Director fees
From 1 July 2025 the fees for the Non-Executive Directors were increased by 2.5% in line with the increase applied to management levels in
the UK. The Chair’s fee was not increased in line with the approach taken for the Executive Directors. This followed reviews in June 2025 by
the Remuneration Committee for the Chair’s fees and by the Non-Executive Directors’ Terms Committee for the Non-Executive Director fees.
Both Committees were supported by the Remuneration Advisors, WTW.
Position
Fee policy following review
Fee policy before review
Chair
£442,000 per annum
£442,000 per annum
Non-Executive Director
£79,950 per annum
£78,000 per annum
Senior Independent Director
Additional £21,320 per annum
Additional £20,800 per annum
Chair of Audit Committee
Additional £21,320 per annum
Additional £20,800 per annum
Chair of Remuneration Committee
Additional £21,320 per annum
Additional £20,800 per annum
Intercontinental travel allowance
Additional £5,000 per trip
Additional £5,000 per trip
The table below shows the single total figure for the remuneration during 2025 of the Chair and Non-Executive Directors compared with the prior
year. The Non-Executive Directors are eligible to receive an additional travel allowance fee for intercontinental travel of £5,000 per meeting.
This has been included in the benefits section in the table below to differentiate it from the main fees. The table has been audited.
Chair and Non-Executive Directors
Fees 2025
£’000
Fees 2024
£’000
Benefits 2025
£’000
Benefits 2024
£’000
Total 2025
£’000
Total 2024
£’000
Richard Solomons
442.0
433.5
–
–
442.0
433.5
Brian Baldwin
1
79.0
19.5
15.0
5
94.0
24.5
David Frear
79.0
76.5
15.0
15
94.0
91.5
Sally Johnson
100.0
96.9
10.0
5
110.0
101.9
Sarosh Mistry
45.7
76.5
5.0
5
50.7
81.5
Sam Mitchell
2
46.5
–
5.0
–
51.5
–
John Pettigrew
99.6
96.5
10.0
–
109.6
96.5
Leanne Sheraton
2
46.5
–
10.0
–
56.5
–
Cathy Turner
100.0
96.9
5.0
5
105.0
101.9
Linda Yueh
79.0
76.5
10.0
5
89.0
81.5
1. Brian Baldwin was appointed to the Board on 1 October 2024.
2. Sam Mitchell and Leanne Sheraton were appointed to the Board on 1 June 2025.
Directors’ shareholdings and share interests
Directors’ share interests
The interests of the Directors and their connected persons in the share capital of the Company as at 31 December 2025 and at 31 December 2024,
or their date of appointment if later, are set out below. No Director has any beneficial interest in the shares of any of the Company’s subsidiaries.
This table has been audited.
Number of ordinary shares
as at 31 Dec 2025
Number of ordinary shares
as at 31 Dec 2024
Richard Solomons
84,900
84,900
Andy Ransom
1
2,301,466
1,764,166
Paul Edgecliffe-Johnson
–
–
Brian Baldwin
2
64,600,000
64,600,000
David Frear
16,875
8,125
Sally Johnson
9,587
6,020
Sarosh Mistry
1,850
1,850
Sam Mitchell
3
600
–
John Pettigrew
55,000
55,000
Leanne Sheraton
3
–
–
Cathy Turner
24,736
24,736
Linda Yueh
1,590
1,590
1.
Andy Ransom has an interest in 3,519,070 vested PSP shares from the 2016, 2017, 2018, 2019, 2020, 2021, and 2022 awards and 198,620 vested DBP shares,
which he has not yet exercised. These figures are not included in his beneficial interest of shares figure at 31 December 2025 above but are included in the
share award table below.
2. Brian Baldwin holding is the interest beneficially owned by Trian Fund Management, L.P.
3. Sam Mitchell and Leanne Sheraton were appointed to the Board on 1 June 2025.
There has been no change to the current Directors’ shareholdings between 31 December 2025 and 5 March 2026.
Executive shareholdings
All Executive Directors are required to hold shares equivalent in value to a percentage of their salary within a five-year period from their appointment
date. The requirement for the Chief Executive is 400% of annual salary and the requirement for the Chief Financial Officer is 300% of annual salary.
As of 31 December 2025, the Chief Executive substantially exceeded the minimum shareholding requirement and the Chief Financial Officer was
on track to meet the shareholding requirement within five years of appointment. The table below sets out the number of shares held at 31 December
2025 by each Executive Director. Shares owned outright include those held by connected persons. This table has been audited.
Directors’ Annual Remuneration Report – 2025
continued
126
Rentokil Initial plc
Annual Report 2025
Shareholding
requirement
as a % of salary
Number of
shares owned
outright
Value of
shareholding
as at
31 Dec 2025¹
Shares owned
outright as
a % of salary
Interest in PSP
and DBP that are
available to
exercise as at
31 Dec 2025
Interest in PSP
and DBP awards
subject to holding
period as at
31 Dec 2025
Interest in PSP
awards subject to
performance
conditions as at
31 Dec 2025
Andy Ransom
400%
2,301,466
10,299,060
990.3%
3,063,623
851,366
2,579,671
Paul Edgecliffe-
Johnson
300%
–
–
–
–
–
686,245
1.
The share price is based on the Company’s share price on 31 December 2025 of 447.5p.
Total PSP and DBP awards held by Executive Directors
The table below has been audited. Both the PSP and DBP awards granted were in the form of nil-cost options and may be exercised after vesting up
to ten years from the date of grant.
Date of
award
Share
price
used to
determine
award
Scheme
interest at
1 Jan 2025
Shares
awarded
during
2025
Shares
lapsed
during
2025
Dividend
equivalent
shares
at vest
2
Shares
available
for exercise
during
2025
Dividend
equivalent
shares at
exercise
2
Shares
exercised
during
2025
Outstanding
awards at
31 Dec 2025
Performance
period end
2015 PSP
Andy Ransom
31/03/2015
135.5p
883,906
–
–
–
883,906
80,558
964,464
5
–
30/03/2018
2016 PSP
1
Andy Ransom
12/05/2016
159.4p
869,324
–
–
–
869,324
–
–
869,324
10/03/2019
2017 PSP
1
Andy Ransom
31/03/2017
246.4p
562,676
–
–
–
562,676
–
–
562,676
30/03/2020
2018 PSP
1
Andy Ransom
29/03/2018
271.2p
487,350
–
–
–
487,350
–
–
487,350
28/03/2021
Andy Ransom
14/05/2018
271.2p
121,837
–
–
–
121,837
–
–
121,837
13/05/2021
2019 PSP
1
Andy Ransom
25/03/2019
346.6p
547,805
–
–
–
547,805
–
–
547,805
24/03/2022
2019 DBP
4
Andy Ransom
25/03/2019
346.6p
74,457
–
–
–
74,457
–
–
74,457
24/03/2022
2020 DBP
4
Andy Ransom
24/03/2020
358.6p
124,163
–
–
–
124,163
–
–
124,163
23/03/2023
2020 PSP
1
Andy Ransom
08/09/2020
530.2p
276,011
–
–
–
276,011
–
–
276,011
07/09/2023
2021 PSP
1
Andy Ransom
23/03/2021
494.4p
224,321
–
–
–
224,321
–
–
224,321
23/03/2024
Andy Ransom
18/05/2021
468.5p
71,016
–
–
–
71,016
–
–
71,016
18/05/2024
2022 PSP
3
Andy Ransom
04/03/2022
497.6p
659,415
– 444,380
16,289
231,324
–
–
231,324
04/03/2025
2022 DBP
4
Andy Ransom
22/03/2022
507.2p
124,211
–
–
3,195
127,406
–
–
127,406
22/03/2025
2023 DBP
4
Andy Ransom
21/03/2023
561.0p
114,078
–
–
–
–
–
–
114,078
21/03/2026
2023 PSP
Andy Ransom
30/03/2023
572.2p
590,647
–
–
–
–
–
–
590,647
30/03/2026
2024 DBP
4
Andy Ransom
21/03/2024
471.5p
83,221
–
–
–
–
–
–
83,221
21/03/2027
2024 PSP
Andy Ransom
26/03/2024
463.8p
750,556
–
–
–
–
–
–
750,556
26/03/2027
Andy Ransom
03/09/2024
479.6p
87,347
–
–
–
–
–
–
87,347
03/09/2027
2025 PSP
Andy Ransom
11/03/2025
338.8p
– 1,151,121
–
–
–
–
–
1,151,121
31/12/2027
Paul Edgecliffe-
Johnson
11/03/2025
338.8p
–
686,245
–
–
–
–
–
686,245
31/12/2027
1.
Shares held by Andy Ransom under the 2016, 2017, 2018, 2019, 2020, 2021, and 2022 PSP awards are vested but unexercised and total 2,865,003.
2. PSP awards are entitled to receive dividend equivalents in the form of shares based on dividend payments between the date of grant and vesting. These are
included in the total shares at vest. The awards granted prior to 2021 are also entitled to receive dividend equivalents in the form of shares post vesting based
on dividend payments between the date of vest and the date one month before exercise. These shares are applied at exercise.
3. The 2022 PSP award partially vested at 32.6%.
4. The DBP awards are subject to a three-year holding period, but are not subject to any performance or service conditions.
5. Andy Ransom exercised his 2015 PSP awards on 26 March 2025. He exercised a total of 964,464 shares, with a share price on exercise of £3.56, giving a total
value on exercise of £3,436,675, which was a gain of £2,129,826 compared with the grant price value of these awards. He sold 453,914 shares at a value of
£1,617,431 to cover taxes due.
Rentokil Initial plc
Annual Report 2025
127
Strategic Report
Other Information
Financial Statements
Corporate Governance
Remuneration in context
Wider workforce remuneration policy
During 2025, the Company had approximately 63,400 colleagues
based in 90 countries. We have a broad remuneration policy which
reflects the diversity of cultures, legislative environments, employment
markets, and the types and seniority of roles that this geographic
spread requires. The Company structures colleagues’ rewards to enable
it to recruit and retain the right people, doing the right job for its
customers. The following summary provides additional context but does
not formally form part of the Policy and may change from time to time.
The Remuneration Committee monitors and reviews the effectiveness
of the senior remuneration policy and has regard to its impact and
compatibility with remuneration policies in the wider workforce.
The principles that the Company follows include:
• competitive: setting pay with reference to internal relativity and
external market practices;
• simple: helping all employees to understand how they are rewarded;
• fair: achieving consistent outcomes through flexible and transparent
policies; and
• sustainable: aligning reward to business strategy and performance.
Wider workforce engagement
The Remuneration Committee continued its engagement with the
Company’s colleagues as part of the wider workforce engagement
undertaken by the Board of Directors as set out on page 96.
This approach enables colleagues’ views to be shared with the
Remuneration Committee and the wider Board. The management team
is trusted to bring key issues about colleagues to the Committee’s
attention and there is a regular flow of information to the Board. Full
details can be found on pages 88 and 92. These include the YVC survey
results and action plans, regional ‘deep dive’ presentations, and
Employer of Choice updates, which ensure that the Committee gets a
rounded view from across the Group and gives a much better
representation of our c.63,400 colleagues’ views than, for example,
conducting individual workshops with a small number of colleagues.
That said, in a normal year, the Board takes time to meet colleagues
during site visits, undertake ‘ride-alongs’ with specialists
and technicians, and attend management meetings.
Examples of activities that the Remuneration Committee has
undertaken include having dinner with the North America management
team, along with the rest of the Board, and on two occasions having
lunch with colleagues in our talent programme. Leanne Sheraton and
Brian Baldwin attended the RI 100 celebration at the House of
Commons, attended by long-standing clients, senior management, and
colleagues from across the UK business. Leanne also had a tour of the
Power Centre in Crawley and was taken on a ‘ride-along’ route with a
pest technician. These activities give the Committee members the
opportunity to meet colleagues both formally and informally, and give
colleagues the opportunity to ask questions on a range of subjects,
including remuneration.
In addition to this, the Committee takes into account the pay of the wider
workforce when making remuneration decisions for the Executive
Directors and the ELT. This is achieved through relevant details about
the wider workforce being disclosed to the Committee to provide
context when it is making pay decisions. For example, when making
salary decisions, the Committee is provided with details of the overall
approach for the Group, as well as senior leader and general colleague
recommendations for the specific countries in which the Executive
Directors and ELT reside.
This means, for example, that the approach to pay increases for frontline
technicians and managers in Singapore would be taken into account
when making decisions about the pay for the Regional Managing
Director for Asia & MENAT, who lives and works in Singapore.
Consideration of cost-of-living challenges
In 2025, the challenges around the impact of the cost-of-living crisis
globally continued and we have remained committed to paying our
colleagues fairly, with particular focus on the impact that higher inflation
has had on our more junior and frontline colleagues over the last few
years. We continued a number of the successful initiatives that we had
introduced in previous years, which included:
• giving higher increases to frontline colleagues compared with senior
leaders and management teams; for example, the typical pay increase
for frontline colleagues in the UK was double the typical salary
increase for management and senior leaders in 2025;
• giving frontline colleagues the opportunity to flex their work hours and,
based on colleague feedback, offering them the opportunity to
increase their contractual hours, and accordingly their pay;
• supporting colleagues to help them maximise their incentive
opportunity;
• increasing meal voucher benefits to support colleagues with the rising
costs of food inflation; and
• providing support to colleagues to help them develop their own
strategies to manage the cost of living challenge; for example, by
providing access to a range of financial tools and calculators through
our benefit platform in the UK, and partnering with HSBC to deliver
financial education webinars.
CEO pay ratio
The CEO pay ratio compares the CEO single figure earnings with the
single figure earnings of UK colleagues. It has been calculated using
method A, where the colleagues at each quartile are identified using
details of their full-time equivalent pay and benefits for the year being
measured. The effective date for the calculation is 31 December of the
reporting year. For example, the 2025 colleague figures represent the
full-time equivalent pay and benefits for 2025 for colleagues employed
on 31 December 2025 and are calculated once the actual data is
available, which means that no elements of pay are omitted or
departures required from the methodology. This method was chosen
as it best replicates the Chief Executive’s single figure.
The table below shows the ratios at the 25th percentile, median, and
75th percentile for 2018 to 2025, and the corresponding value of pay
and benefits:
Year
Method
25th
percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2025
A
Salary
£27,124
£31,673
£42,201
Total pay and
benefits
£27,977
£33,288
£43,270
Pay ratio
117:1
99:1
76:1
2024
A
Pay ratio
76:1
70:1
56:1
2023
A
Pay ratio
154:1
123:1
88:1
2022
A
Pay ratio
148:1
121:1
85:1
2021
A
Pay ratio
281:1
232:1
172:1
2020
A
Pay ratio
203:1
160:1
111:1
2019
A
Pay ratio
220:1
173:1
119:1
2018
A
Pay ratio
229:1
189:1
145:1
The CEO ratios for 2025 have increased compared with 2024; this is due
to the CEO’s single figure being more in line with historical outcomes.
The 2024 figure was significantly lower due to no bonus being payable
for 2024 and a lower vesting level of the PSP, alongside the employee
values remaining higher, which was partially due to colleagues being
given the opportunity to increase their contractual hours, and accordingly
their pay.
Directors’ Annual Remuneration Report – 2025
continued
128
Rentokil Initial plc
Annual Report 2025
This table will continue to be built over time to cover a rolling ten-year
period and will include reasons for the changes to the ratios from year
to year. However, it is anticipated that variations in the PSP and annual
bonus outcomes will have the biggest impact on the ratios. For PSP,
this is due to vesting levels and the share price changing. For the annual
bonus, although our comparator colleagues are also eligible for a bonus,
the Chief Executive is targeted on Group-level outcomes, whereas our
comparator colleagues are based on their specific remit, which, given the
UK makes up only a small percentage of the Group, means the outcomes
may vary from year to year.
The median pay ratio is consistent with the pay, reward, and progression
policies for the Company’s UK colleagues taken as a whole.
The Company has a consistent approach to reward across the Group and
colleagues’ packages are set with reference to the external market.
Gender pay gap
The Company continues to have no material gender pay gap between
men and women, with a median of –2.0% and a mean –4.7%, which is
significantly better than the UK average of 12.8% reported by the Office
for National Statistics, and means the median woman earns marginally
more than the median man. These are encouraging results overall, and
the Company is steadily increasing the number of women in senior roles.
In addition, the Company’s reputation as an Employer of Choice has
continued to grow, with a significant number of female external hires.
The Company continues to be focused on making it an even more diverse
and inclusive place to work and the key areas of focus continue to be
increasing the number of female frontline technicians and improving the
proportion of females in senior manager roles, in both the head office
functions and operations.
Relative importance of spend on pay
The table below sets out amounts paid in total employee costs and
total dividends paid for the years ended 31 December 2025 and
31 December 2024.
2025
£m
2024
£m
%
change
Remuneration paid to all
employees of the Group
3,241
3,128
3.6%
Distributions to shareholders
304
292
4.1%
Details of the remuneration paid to all employees can be found in Note
A9 to the Financial Statements on page 164. Details of the dividends
declared and paid during the periods are contained in Note D1 to the
Financial Statements on page 191.
Chief Executive remuneration over a 10-year period
Chief Executive
Single total
figure for
remuneration
Annual bonus
payout versus
maximum
opportunity
% long-term
incentive vesting
rates versus
maximum
opportunity
2016 – Andy Ransom
£5,581,304
72.2%
67.5%
2017 – Andy Ransom
£3,969,607
70.1%
80.3%
2018 – Andy Ransom
£4,962,076
55.8%
91.3%
2019 – Andy Ransom
£4,227,473
93.1%
90.8%
2020 – Andy Ransom
£3,840,871
0.0%
86.0%
2021 – Andy Ransom
£5,544,805
100%
96.6%
2022 – Andy Ransom
£4,324,407
98.6%
64.6%
2023 – Andy Ransom
£3,300,546
58.7%
48.7%
2024 – Andy Ransom
1
£1,901,325
0%
32.6%
2025 – Andy Ransom
2
£3,283,184
56.2%
33.5%
1.
The 2024 single total figure includes the revised value of 225,522 shares
under the 2022 PSP award, which vested at 32.6% on 4 March 2025 with
a value based on the closing share price on 4 March 2025 of 385.1p.
2. The 2025 single total figure includes the estimated value of 210,127 shares
under the 2023 PSP award, which is due to vest on 30 March 2026 based
on the average share price over Q4 of 2025 of 417.3p.
Use of discretion
The Remuneration Committee is cognisant of its responsibility
to make informed and thoughtful decisions on remuneration that
are both balanced and in the long-term interests of the business
and shareholders and, where necessary, will apply discretion to
remuneration targets or outcomes that otherwise would be
inappropriate. The application of discretion over the last five years
is detailed on page 114 and has focused on adjustments to the targets of
in-flight PSP awards to take account of material acquisitions and
disposals, to ensure that the targets remain as originally intended and
have not become inadvertently easier or harder as a result of the
acquisition; and adjustments to the 2024 annual bonus outcome,
reducing it to zero, to align with the outcome with the overall financial
performance for the year.
Re-election of Directors and service contracts
Details of the Director’s service contracts and notice periods defined
under the Directors’ Remuneration Policy can be found on page 137.
The notice periods given in service contracts of the current Directors
are: Mike Duffy, 12 months by either party; Paul Edgecliffe-Johnson,
12 months by either party; and Richard Solomons, 6 months by either
party. The Non-Executive Directors have a notice period of 3 months.
Andy Ransom is currently serving notice and will retire on 6 May 2026
(see pages 124 and 125 for further details). The notice period in his
service contract is 12 months.
TSR performance over a ten-year period relative to FTSE Index
The following graph shows TSR over a ten-year period reflecting the
holding of the Company’s shares, plotted against the FTSE 100 Index,
the FTSE 250 Index, and the FTSE 350 Index, on a consistent basis with
the graph shown last year. The Company has been a constituent of one
or more of these indices over the ten-year period that is shown. This
chart is based on data sourced from Thomson Reuters DataStream and
uses spot Return Index data at each year end.
Rentokil Initial plc’s TSR compared against the TSR of FTSE 100,
FTSE 250, and FTSE 350 indices over a ten-year period
0
£200
£400
£600
£
100
£300
£500
£550
£150
£350
£50
£250
£450
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Dec
2025
Dec
2024
Dec
2023
FTSE 350
FTSE 100
Rentokil Initial
FTSE 250
Rentokil Initial plc
Annual Report 2025
129
Strategic Report
Other Information
Financial Statements
Corporate Governance
Percentage change in remuneration
The table below sets out a comparison of the change in pay versus the previous year for the Chief Executive, Chief Financial Officer, Chair,
Non-Executive Directors, and employees of Rentokil Initial plc for the years 2020 to 2025, showing a rolling five-year period.
The percentage changes calculated on the actual remuneration received are distorted by two factors: firstly, initiatives undertaken in 2020 to help
mitigate the impact of COVID-19, such as management and senior leader pay waivers in Q2 2020 and cancelling the annual management bonus
scheme, have impacted the percentage changes; and secondly, the actual remuneration received is not adjusted for in-year starters and leavers.
Andy
Ransom
Paul
Edgecliffe-
Johnson
Richard
Solomons
Brian
Baldwin
5
David
Frear
6
Sally
Johnson
7
Sarosh
Mistry
8
Sam
Mitchell
9
John
Pettigrew
Leanne
Sheraton
9
Cathy
Turner
10
Linda
Yueh
Employees
11
Salary/fees
1
2025
5.7%
–
2.0%
283.7%
2.7%
7.9%
−37.8%
–
13.6%
–
3.0%
9.2%
9.1%
2024
7.6%
–
2.0%
–
−3.7%
47.3%
−14.2%
–
−3.5%
–
1.9%
1.9%
4.8%
2023
3.0%
–
10.9%
–
337.8%
–
40.7%
–
34.8%
–
27.6%
27.8%
11.1%
2022
1.5%
–
2.2%
–
–
–
50.1%
–
6.0%
–
12.7%
4.3%
1.5%
2021
33.3%
–
9.6%
–
–
–
–
–
9.6%
–
89.3%
9.6%
4.4%
2020
−14.3%
–
34.6%
–
–
–
–
–
9.6%
–
–
−8.8%
–
Annual bonus
2
2025
100.0%
–
–
–
–
–
–
–
–
–
–
–
148.0%
2024
−100.0%
–
–
–
–
–
–
–
–
–
–
–
−74.6%
2023
−38.7%
–
–
–
–
–
–
–
–
–
–
–
−17.6%
2022
−1.3%
–
–
–
–
–
–
–
–
–
–
–
45.0%
2021
100.0%
–
–
–
–
–
–
–
–
–
–
–
352.1%
2020
−100.0%
–
–
–
–
–
–
–
–
–
–
–
−62.8%
Benefits
3,4
2025
0.8%
–
–
–
–
–
–
–
–
–
–
–
2.7%
2024
0.2%
–
–
–
–
–
–
–
–
–
–
–
2.20%
2023
−0.9%
–
–
–
–
–
–
–
–
–
–
–
−8.4%
2022
−2.7%
–
–
–
–
–
–
–
–
–
–
–
−0.2%
2021
0.5%
–
–
–
–
–
–
–
–
–
–
–
−4.5%
2020
−0.3%
–
–
–
–
–
–
–
–
–
–
–
1.3%
Total
2025
136.7%
–
2.0%
283.7%
2.7%
7.9%
−37.8%
–
13.6%
–
3.0%
9.2%
28.8%
2024
−46.8%
–
2.0%
–
−3.7%
47.3%
−14.2%
–
−3.5%
–
1.9%
1.9%
−27.6%
2023
−28.0%
–
10.9%
–
337.8%
–
40.7%
–
34.8%
–
27.6%
27.8%
−2.8%
2022
−0.3%
–
2.2%
–
–
–
50.1%
–
6.0%
–
12.7%
4.3%
17.6%
2021
265.4%
–
9.6%
–
–
–
–
–
9.6%
–
89.3%
9.6%
45.9%
2020
−63.5%
–
–
–
–
–
–
–
−4.6%
–
–
−8.8%
−15.2%
1. Base salary includes overtime and allowances.
2. Annual bonus includes our Group Management Bonus Scheme (GMBS) and any other bonus commission or cash incentive but excludes any long-term
incentives.
3. Benefits include private healthcare, car allowance, cars, fully expensed fuel cards, and commercial vans (private use).
4. Pension and retirement benefits are not included in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013.
5. Brian Baldwin was appointed to the Board on 1 October 2024.
6. David Frear was appointed to the Board on 12 October 2022.
7. Sally Johnson was appointed to the Board on 1 April 2023.
8. Sarosh Mistry was appointed to the Board on 1 April 2021 and stepped down from the Board on 31 July 2025.
9. Sam Mitchell and Leanne Sheraton were appointed to the Board on 1 June 2025.
10. Cathy Turner was appointed as Chair of the Remuneration Committee on 12 May 2021.
11. In line with regulations, employees include those employed by Rentokil Initial plc, excluding Executive Directors and Non-Executive Directors.
Directors’ Annual Remuneration Report – 2025
continued
130
Rentokil Initial plc
Annual Report 2025
Directors’ Annual Remuneration Report – Looking forward 2026
Executive Director base salaries from 1 January 2026
Executive Director and ELT salaries are typically reviewed with effect from 1 July each year in accordance with the prevailing Policy.
When reviewing salary levels, the Remuneration Committee takes into account a number of internal and external factors, including Company
performance during the year, external market data, and the salary review principles applied to the rest of the organisation, to ensure a consistent
approach. The Chief Executive will not receive a salary review in 2026, in line with the terms of his appointment. The salary increase for the Chief
Financial Officer is expected to be around 3.0% in line with the increases that are anticipated to be applied to senior management. The standard
increases for the wider workforce in 2026 are expected to be higher, as the Company normally focuses more of its pay review budget at the frontline.
Salary from 1 January 2026
Executive Director
Salary from
1 January 2026
’000
Increase %
Salary from
1 July 2026
’000
Mike Duffy – Chief Executive
1
$1,600.0
0.0%
$1,600.0
Paul Edgecliffe-Johnson – Chief Financial Officer
£775.0
3.0%
£798.3
1.
This is his salary at appointment on 16 February 2026 and in line with the terms of his appointment, his first salary review will be in July 2027.
Fixed pay for 2026 will be:
Estimated
base salary
’000
Estimated
benefits
’000
Estimated
pension
’000
Total
fixed pay
’000
Mike Duffy – Chief Executive
$1,600.0
$18.3
$12.6
$1,630.9
Paul Edgecliffe-Johnson – Chief Financial Officer
£786.6
£15.9
£20.5
£823.0
2026 Non-Executive Director fees
The table below shows the Non-Executive Director fees from 1 January 2026. As part of the review of the fees conducted in September 2022, it was
agreed that the Non-Executive Director fees would be reviewed each year as part of the salary review and, if appropriate, the fees will be increased
by the standard amount being applied to Executive Directors. This review will be completed in June 2026 and any increase determined will be
applied from 1 July 2026.
Position
Fee policy from 1 January 2026
Chair
£442,000 per annum
Non-Executive Director
£79,950 per annum
Senior Independent Director
Additional £21,320 per annum
Chair of Audit Committee
Additional £21,320 per annum
Chair of Remuneration Committee
Additional £21,320 per annum
Intercontinental travel allowance
Additional £5,000 per trip
2026 annual bonus structure
The focus of the bonus remains on rewarding sustainable profitable growth and delivery of Adjusted Free Cash Flow in order to align Executive
Directors’ incentives with the Group’s strategy. Executive Directors have the following bonus opportunity as a percentage of base salary.
Threshold
Target
Maximum
Company performance
39.0%
97.5%
195.0%
Personal performance
0.0%
15.0%
30.0%
Total
39.0%
112.5%
225.0%
Company performance
•
Gateways:
95% of the Profit target and an Adjusted Free Cash Flow gateway have to be reached at Group level before the financial performance
element of the bonus can be paid.
•
Financial performance:
If both these profit and cash flow gateways are achieved, then Executive Directors can earn up to 195% of salary based
on the achievement of financial targets.
Bonus targets have not been disclosed looking forward for 2026 as the Board believes that this information is commercially sensitive. Disclosing
bonus targets could provide information about our business plans to our competitors, which could be damaging to our business interests and
therefore to shareholders. However, retrospective bonus targets for 2026 will be disclosed in next year’s Annual Report.
The Committee remains dedicated to ensuring that the bonus targets remain stretching and has determined that, in addition to delivery of Group
profit and revenue targets, part of the uplift in bonus opportunity approved as part of the new Policy will continue to be based on the achievement
of delivery of Organic Revenue Growth in our North America business for 2026.
Rentokil Initial plc
Annual Report 2025
131
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Annual Remuneration Report – Looking forward 2026
continued
The table below shows how the bonus opportunity for Company performance in 2026 will be split.
Threshold
Target
Maximum
Profit
17.0%
42.5%
85.0%
Revenue
17.0%
42.5%
85.0%
North America Organic Revenue Growth
5.0%
12.5%
25.0%
Company performance
39.0%
97.5%
195.0%
Personal performance
The Executive Directors can earn up to 30% of base salary based on their personal performance against objectives measured through the
Company’s performance and development review process.
Bonus deferral
50% of any bonus earned will be deferred into shares for three years.
How will incentives be aligned with the business strategy in 2026?
The table below shows how key elements of the business strategy are reflected in the Executive Directors’ remuneration in 2026. See page 16 for
further details.
Strategic priorities
Link to remuneration
1) Accelerate profitable growth in North America
Revenue and profit targets for Group and Organic Revenue Growth targets for North America
in the annual bonus. Organic Revenue Growth targets in the PSP.
2) Invest in innovation and digital to grow
International Pest Control
Revenue targets for Group in the annual bonus, and Organic Revenue Growth targets in the
PSP. Innovation and digital targets in personal goals in the annual bonus.
3) Deliver operational excellence in global
Hygiene & Wellbeing
Revenue and profit targets, and personal goals in the annual bonus. Organic Revenue Growth
targets in the PSP.
4) Accelerate growth through targeted M&A
M&A is enabled through delivery of Adjusted Free Cash Flow in the annual bonus and
Adjusted Free Cash Flow Conversion in the PSP, and its execution is measured through
personal goals in the annual bonus.
5) Build a high-quality service company through
investment in colleagues and technology
Through personal goals in the annual bonus and the Sales and Service colleague retention
and Customer Satisfaction performance condition in the PSP.
6) Focus on efficiency, cash flow and disciplined
capital allocation
Free Cash Flow gateway in annual bonus and Free Cash Flow Conversion performance
condition in the PSP.
2026 PSP award
Under the Policy, the PSP award limits are a maximum of 375% of base salary for the Chief Executive and 300% of base salary for the Chief Financial
Officer. It is currently envisaged that Mike Duffy, Chief Executive from 16 March 2026, will receive an award of 375% of salary and Paul
Edgecliffe-Johnson, Chief Financial Officer, an award of 300% of salary in line with the Policy, subject to confirmation that this remains appropriate
at the time of grant.
Shares under the awards will be released no earlier than five years after grant (i.e. following a three-year vesting period and a two-year holding
period). Vesting of this award will be determined by the Company’s performance as follows and performance between targets will be calculated
on a straight-line basis.
For 2026, the Committee approved a change to the measurement of the TSR performance period, aligning it with the organisation’s calendar year
rather than the grant date. This approach aligns with prevailing FTSE market practice and offers administrative advantages in both calculation and
disclosure. This change will not be applied retrospectively to in-flight awards.
The performance period for the 2026 PSP award for all the metrics will be aligned with the financial year and will run from 1 January 2026 to
31 December 2028.
Performance measures 2026–2028
Weighting
Threshold: 20% vesting
Target: 50% vesting
Maximum: 100% vesting
Relative TSR¹
50%
TSR performance is median
against comparator group
Straight-line vesting
between threshold and
maximum
Upper quartile TSR
performance against
comparator group
Organic Revenue Growth
15%
2.75%
3.5%
4.25%
Adjusted Free Cash Flow Conversion
15%
75%
85%
90%
Strategic measures²
20%
(split
equally)
– Sales and Service colleague retention
Targets for these measures have not been disclosed as the Board believes that these
measures are commercially sensitive. They will be disclosed on vesting. They will be
based on straight-line vesting between threshold and target and between target and
maximum performance, which will be reported at vesting.
– Customer satisfaction
– Vehicle fuel intensity reduction
4%
6%
8%
1.
The TSR index of comparators for this cycle will be the constituents of the FTSE 100 Index, excluding financial services, property, and primary resources sectors.
2. The strategic measures will be measured over the three-year performance period. Colleague retention will be measured on average overall Sales and Service
colleague retention; customer satisfaction will be measured using average CVC scores; and vehicle fuel efficiency will be measured against an average
reduction across our key countries.
132
Rentokil Initial plc
Annual Report 2025
The charts opposite provide an illustration of what could be
received by each of the Executive Directors in 2026, including
how a 50% increase in the share price could impact what they
receive.
These charts are illustrative, as the actual value that will be
received will depend on business performance in 2026 for the
bonus and in the three-year period to 2028 for the PSP, as well as
share price performance to the date of exercise for awards made
under the DBP and the PSP.
Our remuneration arrangements are designed so that a
significant proportion of pay is dependent on the delivery of
short and long-term goals that are aligned with our strategic
objectives and the creation of shareholder value.
Key
Fixed pay
Includes all elements of fixed remuneration, which includes base
salary, pension, and benefits. The amounts are based on the proposed
new salary levels from 1 July 2026 and assume a full year at this level.
Annual bonus including Deferred Bonus Plan (DBP)
Represents the potential value of the annual bonus for 2026, as shown
on pages 131 and 132. 50% of any bonus would be deferred into shares
for three years and this is included in the value shown.
Performance Share Plan (PSP)
Represents the potential value of the PSP to be awarded in 2026
(375% of salary for the CEO and 300% of salary for the CFO), which
would vest in 2029 subject to performance against the targets
disclosed on page 132. Awards would be subject to a holding period
for a further two years.
50% share price growth
Represents the potential impact of a 50% share price increase.
This has been applied to the PSP.
Chief Executive – Mike Duffy
Fixed
$1,620,250
Threshold
$4,044,250
Target
$7,920,250
Maximum
$14,220,250
40%
30%
20%
22%
38%
19%
11%
25%
42%
21%
100%
15%
15%
$0m
$2.5m
$5.0m
$7.5m
$15.0m
$12.5m
$10.0m
Chief Financial Officer – Paul Edgecliffe-Johnson
Fixed
£834,951
Threshold
£1,864,694
Target
£3,529,045
Maximum
£6,223,139
45%
26%
24% 25% 34%
17%
13% 29%
19%
39%
100%
16% 13%
£0m
£2.5m
£5.0m
£7.5m
£15.0m
£12.5m
£10.0m
Illustration of proposed Directors’ Remuneration Policy for 2026
The Committee carefully reviewed the performance targets, ensuring they are both stretching yet achievable, in order to effectively motivate
participants. In the Committee’s view, the targets remain appropriately challenging as on-target performance is aligned with the consensus of
stock market analysts’ expectation of growth over the period, and maximum performance requires outperformance of those analysts’ forecasts.
The Remuneration Committee is satisfied that these targets represent a suitably stretching range in light of all relevant factors, including the current
business plan and analysts’ forecasts.
When determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the business, as well
as the value added to shareholders during the performance periods, and may adjust the vesting outcome if it considers this to be appropriate.
Rentokil Initial plc
Annual Report 2025
133
Strategic Report
Other Information
Financial Statements
Corporate Governance
Summary of the 2024 Directors’ Remuneration Policy
The information provided in this section of the Remuneration Report is not subject to audit.
Base salary
Purpose/link to strategy
To attract and retain executives of the calibre required to implement our strategy.
Operation
Base salaries are payable in cash and are normally reviewed annually. Base salaries are set taking into account:
• scope and responsibilities of the role;
• external economic environment;
• individual skills and experience;
• contribution to overall business performance;
• pay conditions for other colleagues based in the UK and other regions which are considered by the Remuneration
Committee to be relevant for that executive; and
• comparable salaries in a cross-section of companies of a similar size and complexity at the time of review – which will be
taken into consideration, but not be the key determiner of salary levels.
Levels of payout
Base salaries are set at an appropriate level taking into account the factors described under ‘Operation’ above
and salary increases are considered in this context. The maximum salary level is determined by the Remuneration
Committee taking into account these factors.
The Remuneration Committee would normally expect percentage pay increases for the Executive Directors to be
broadly in line with the wider workforce in relevant regions. However, higher increases may be awarded in certain
circumstances, where the Remuneration Committee considers this appropriate, such as:
• where a new Executive Director has been appointed to the Board at a lower than typical market salary to allow for
growth in the role, then larger increases may be awarded in following years to move salary positioning closer to typical
market levels as the executive grows in experience, subject to performance;
• where the Executive Director has been promoted or has had a change in responsibilities, salary increases in excess
of the above level may be awarded; or
• a substantial change in the Company’s size or market capitalisation leading to the positioning of an Executive Director’s
salary falling behind market practice.
In exceptional circumstances, where a Non-Executive Director temporarily takes up an executive position, salary
increases for the Non-Executive Director may be awarded as appropriate.
Performance measures
and period
The payment of salary is not dependent on achieving performance targets, although individual performance is taken
into account when setting salary levels and determining any salary increases.
Pension
Purpose/link to strategy
To facilitate Executive Directors’ planning for retirement.
Operation
Executive Director pension arrangements are by way of a defined contribution arrangement or through a cash
alternative of a similar value, or a combination of the two.
Levels of payout
The maximum contribution will be in line with the wider workforce in the UK, which is currently 3% of base salary,
although this rate may change from time to time. Should an Executive Director be appointed in a country other than
the UK, a maximum contribution appropriate to that market would be considered.
Performance measures
and period
Not applicable.
Benefits
Purpose/link to strategy
To provide market-competitive benefits that support the executive to undertake their role.
Operation
The Company pays the cost of providing the benefits on a monthly, annual, or one-off basis. Benefits are determined
taking into account market practice, the level and type of benefits provided throughout the Group, and individual
circumstances, and the benefits provided may be reviewed from time to time. All benefits are non-pensionable.
The main benefits for Executive Directors are currently:
• life assurance;
• car or car allowance;
• family healthcare;
• permanent health insurance; and
• relocation benefits – in the event that an executive were required to relocate to undertake their role, the Remuneration
Committee may provide an additional appropriate level of benefits to reflect the relevant circumstances. Such benefits
may be one-off or ongoing in nature.
Should an Executive Director be appointed in a country other than the UK, benefits appropriate to that market would
be considered. The Remuneration Committee retains the discretion to change the benefits provided (including offering
additional benefits) in line with market practice and may include offering participation in any future all-employee share
plan.
Levels of payout
Levels of benefits are set in line with market practice. The level of benefits provided varies year-on-year depending on the
cost of the provision of benefits to the Company and therefore it is not meaningful to identify a maximum level of benefits.
Performance measures
and period
Not applicable.
134
Rentokil Initial plc
Annual Report 2025
Annual bonus
Purpose/link to strategy
To recognise and reward for stretching business performance against annual financial targets and/or personal objectives
that contribute to Company performance.
To attract and retain executives of the calibre required to implement our strategy and drive business performance.
The deferral of an element of the annual bonus into shares provides alignment with shareholders’ long-term interests
following the successful delivery of short-term targets and supports the balance of achievement of short-term and long-term
business performance.
Operation
The annual bonus is paid each year after the Remuneration Committee has reviewed performance against targets, which are
set around the beginning of each year for each Executive Director, taking into consideration the underlying performance of the
business.
Normally no more than 50% of any bonus is generally paid in cash, with the balance deferred in shares under the Deferred
Bonus Plan (DBP).
Deferred shares typically vest after a period of three years with no further performance conditions.
Shares awarded under the DBP are typically awarded as nil-cost options and have an exercise period that extends from the
date of vesting to the 10th anniversary of the award being made, although awards may be structured in other ways. If nil-cost
options remain exercisable at the 10th anniversary of grant then they will be exercised automatically on a participant’s behalf.
The Remuneration Committee retains the right to exercise discretion to ensure that the level of bonus payable is appropriate
and a fair reflection of the Company’s performance.
Malus and clawback rules apply to both cash bonus payments and DBP awards (see Malus and Clawback section for details).
Deferred shares may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital,
demerger, special dividend, or similar event that materially affects the price of shares.
Levels of payout
Bonus payouts start to accrue at a level of up to 20% of base salary for meeting threshold levels of performance and
a maximum opportunity of 225% of base salary, with an on-target bonus opportunity of no more than 50% of the
maximum opportunity.
Payouts for performance levels in between these levels will typically be paid on a straight-line basis.
Dividend equivalents accrue between grant date and vesting date on shares that vest under the DBP and are normally
settled in the form of additional shares.
Performance measures
and period
The annual bonus is normally based on the achievement of financial targets and/or personal objectives, although the
Committee measures and period may include other strategic priorities. Performance is typically tested over a one-year
performance period.
The Remuneration Committee reserves the right to set appropriate measures that ensure alignment with business
strategy and shareholder interest, subject to the financial measures accounting for at least 75% of the total.
Financial measures may be linked to Group performance or the executive’s specific area of responsibility, if
appropriate.
If events happen which cause the Remuneration Committee to consider that a performance condition would not,
without alteration, achieve its original purpose, it may amend that performance condition provided that the amended
performance condition is materially no less challenging than it would have been had the event not occurred.
The Remuneration Committee retains the right to exercise discretion to ensure that the formulaic vesting outcome
is appropriate and a fair reflection of the Company’s performance.
Rentokil Initial plc
Annual Report 2025
135
Strategic Report
Other Information
Financial Statements
Corporate Governance
2024 Directors’ Remuneration Policy
continued
Performance Share Plan (PSP)
Purpose/link to strategy
To motivate and incentivise delivery of stretching business performance over the long term and to create alignment with
growth in value for shareholders.
To act as a retention tool for Executive Directors.
Operation
The PSP operates under the rules approved by shareholders in 2016 (and as amended).
An award of shares is granted on an annual basis with a face value in line with the multiple of base salary approved by the
Remuneration Committee, with vesting subject to the achievement of performance conditions.
Shares awarded under the PSP are typically awarded as nil-cost options (although they may be structured in other ways)
and have an exercise period that extends from the date of vesting to the 10th anniversary of the award being made. If nil-
cost options remain exercisable at the 10th anniversary of grant then they will be exercised automatically on a participant’s
behalf.
Award levels and performance conditions are set to support the business’s long-term goals and seek to reflect market
practice and shareholder guidance.
Awards are subject to a two-year holding period post vesting. Directors may sell sufficient shares to pay taxes due related
to the award, if required, during this period.
Malus and clawback rules apply to shares awarded under the PSP (see Malus and Clawback section for details).
Awards may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital, demerger,
special dividend, or similar event that materially affects the price of shares.
Levels of payout
The maximum regular annual award will be 375% of base salary for the Chief Executive and 300% of base salary for the
Chief Financial Officer and any other Executive Directors.
No more than 20% of the award shall vest for meeting threshold levels of performance and 100% of the award shall vest if
maximum performance is achieved. Performance between these points will typically be measured on a straight-line basis.
Dividend equivalents may accrue between grant date and vesting date or to the end of the holding period on shares that
vest under the PSP and are normally settled in the form of additional shares.
Performance measures
and period
Awards are subject to the achievement of financial and ESG/strategic measures, with specific measures and weightings
set by the Remuneration Committee each year to ensure alignment with the business strategy at the time of grant.
However, a minimum weighting of 75% should relate to financial (including TSR) measures. Potential measures include:
• relative TSR performance;
• Organic Revenue Growth;
• Adjusted Free Cash Flow conversion; and
• ESG measures (colleague retention, customer satisfaction, and vehicle fuel intensity).
If events happen which cause the Remuneration Committee to consider that a performance condition would not, without
alteration, achieve its original purpose, it may amend that performance condition provided that the amended performance
condition is materially no less challenging than it would have been had the event not occurred.
The Remuneration Committee retains the right to exercise discretion to ensure that the formulaic vesting outcome is
appropriate and a fair reflection of the Company’s performance.
Shareholding guidelines
Purpose/link to strategy
Encourages greater levels of shareholding and aligns Executive Directors’ interests with those of shareholders.
Operation
Executive Directors are expected to achieve and maintain a holding of the Company’s shares.
A further post-cessation shareholding requirement will normally apply to Executive Directors (see Termination section
for details). For two years following cessation of employment, Executive Directors will be required to hold shares to
the value of the shareholding guideline that applied at the cessation of their employment unless the Remuneration
Committee exceptionally determines otherwise; or, in cases where the individual has not had sufficient time to build up
shares to meet their guideline, the actual level of shareholding at cessation.
Levels of payout
Chief Executive: 400% of salary; Chief Financial Officer and other Executive Directors: 300% of salary. To be achieved
within five years of appointment or other significant event.
Performance measures
and period
Not applicable.
136
Rentokil Initial plc
Annual Report 2025
Measures and targets
All the performance measures selected, both in the financial and ESG/
strategic categories, support the delivery of short and long-term
financial performance of the business and shareholder value creation.
Targets are set each year based on stretching internal budgets,
and achieving or exceeding these targets will both return value
to shareholders and reward the executive team for delivery.
The annual bonus measures are reviewed annually to focus on delivery
of key financial targets and strategic goals for the forthcoming year,
as well as key strategic or operational goals relevant to the individual.
Over the long term, PSP performance measures are focused on
generating returns to shareholders through the relative TSR measure
and other measures focus on improving business performance.
Malus and clawback
Malus and clawback rules apply to the Executive Directors’ incentive
arrangements. Under these provisions, the Remuneration Committee
at their discretion may reduce bonus payments in respect of the current
year or future years and have the ability to scale back awards that have
not yet vested under the Company’s PSP or DBP (potentially to nil) in the
event of:
• a material misstatement of the Company’s audited results for the
current year or prior years;
• the discovery that an assessment of performance connected to the
award (including relating to the original bonus amount for the DBP)
was based on misleading or inaccurate information;
• there has been fraud or gross misconduct, or circumstances which,
in the opinion of the Remuneration Committee, would entitle the
Company or any other member of the Group to summarily dismiss
the individual;
• in the case of malus only, actions which result in serious reputational
damage or corporate failure affecting any part of the Group; or
• in the case of malus only, circumstances where the Remuneration
Committee, in its discretion, considers that this treatment is
appropriate.
For bonus, a clawback provision exists to give the Remuneration
Committee, in the same circumstances to malus, the ability to recover
sums already paid for up to two years after bonus determination.
For PSP, a clawback provision exists to give the Remuneration
Committee, in the same circumstances as malus, the ability to recover
sums already paid for up to five years from the grant date.
In addition, a separate clawback policy applies as required to comply
with SEC regulations in the US.
The Committee reserves the right to amend the various malus and
clawback provisions from time to time where it considers that to be
appropriate and in line with wider practice elsewhere.
Use of discretion
The Remuneration Committee is cognisant of its responsibility to
make informed and thoughtful decisions on remuneration that are
both balanced and in the long-term interests of the business and
shareholders and, where necessary, will apply discretion to
remuneration targets or outcomes that would otherwise be
inappropriate.
In addition, the Remuneration Committee also retains the right to apply
discretion in the operation and administration of the incentive plans.
This includes, but is not limited to, the following areas: setting
appropriate performance conditions, weightings and targets from year
to year for the PSP and annual bonus, the timing of PSP and DBP grants,
the timing of annual bonus payments, the size of PSP awards granted,
and determining the treatment of leavers.
Any discretion applied will be in accordance with the respective plan
rules (or relevant documentation) and within the limits of the Policy.
Recruitment
Executive Directors
The Remuneration Committee’s key principle when determining
appropriate remuneration arrangements for a new Executive Director
(whether appointed from within the organisation or externally) is to
ensure that arrangements are in the best interests of both the Company
and its shareholders, without paying more than is considered necessary
by the Remuneration Committee to recruit an executive of the required
calibre to develop and deliver the business strategy. When determining
appropriate remuneration arrangements, the Remuneration Committee
will take into account all relevant factors. These factors may include
(among others):
• the level and type of remuneration opportunity being forfeited;
• the jurisdiction the candidate was recruited from and whether any
relocation is required;
• the skills, experience, and calibre of the individual;
• the circumstances of the individual; and
• the current external market and salary practice, including market
practice on additional benefits.
The Remuneration Committee would comply with the terms of the
Remuneration Policy outlined in the table on pages 134 to 136.
In addition, if necessary, it may make awards on appointing an Executive
Director to ‘buy out’ remuneration terms forfeited on leaving a previous
employer. In doing so, the Remuneration Committee will take account
of relevant factors, including any performance conditions attached to
these awards, the form in which they were granted (e.g. cash or shares)
and the time over which they would have vested. Generally, buy-out
awards will be made on a comparable basis to those forfeited but,
in any event, will reflect those terms in some way (e.g. through a more
substantial discount to the amount).
In the event of recruitment, the Remuneration Committee may grant
awards to a new Executive Director under Listing Rule 9.4.2R, which
allows for the granting of awards, to facilitate, in unusual circumstances,
the recruitment of an Executive Director, without seeking prior
shareholder approval or under other appropriate Company share
plans. The use of UK Listing Rule 9.4.2R will be limited to granting
buy-out awards only.
In the event that an internal candidate was promoted to the Board,
legacy terms and conditions may be honoured, including any
outstanding incentive awards and the exercise of any discretion
in connection with such payments. Similarly, if an Executive Director
is appointed following the Company’s acquisition of or merger with
another company, legacy terms and conditions would be honoured;
however, steps would be taken to align with the Policy over time.
In the event of the appointment of a new Chair of the Board or
Non-Executive Director, remuneration arrangements will normally
reflect the Policy outlined on page 138.
The Remuneration Committee’s intention is that timely disclosure
of the remuneration structure of any new Executive Director or Chair
of the Board will be made by the Company wherever practical.
Directors’ service agreements – Executive Directors
Executive Directors are employed on permanent contracts, which are
terminable on 12 months’ notice by either party. A description of the
payment in lieu of notice provisions can be found below. The Company’s
policy in respect of the notice periods for the termination of Executive
Directors’ contracts conforms to the UK Corporate Governance Code.
The remuneration and contractual arrangements for the Executive
Directors and senior management do not contain any matters that are
required to be disclosed under the Takeover Directive. The contracts
of service for Executive Directors are available for inspection by
shareholders at the Company’s registered office.
Rentokil Initial plc
Annual Report 2025
137
Strategic Report
Other Information
Financial Statements
Corporate Governance
Termination
When an Executive Director leaves the business on the basis of mutual
agreement, the Remuneration Committee will determine an appropriate
payment taking into account the circumstances of leaving, but any
payment will be no more generous than that for leavers by reason
of disability, ill health, retirement, redundancy, death, or sale of an
individual employing business.
Base pay and benefits
Executive Directors are entitled to a payment in lieu of notice equal to
base pay and the value of benefits only for the duration of the remaining
notice period, subject to mitigation. The Company has the ability to
terminate Executive Directors’ employment, in the event of a prolonged
mental or physical incapacity to carry out his/ her Company duties and
without notice (summary dismissal), in the event of gross misconduct or
being disqualified to act as a Director. Appropriate medical benefits may
still be provided in the case of prolonged mental or physical incapacity.
Other
Executive Directors may be entitled to other payments including, but not
limited to, costs of appropriate repatriation/relocation, outplacement,
settlement agreement, non-compete agreement, legal and/or tax and
other relevant professional costs. The Remuneration Committee would
look to ensure that the level of these costs/benefits was reasonable and
in the best interests of shareholders.
Bonus including Deferred Bonus Plan (DBP)
Cash bonus
In the event of retirement, death, disability, redundancy, change of
control, sale of the employing company, or any other circumstance at
the discretion of the Remuneration Committee, Executive Directors may
receive a bonus payment for the year in which they cease employment.
This payment will normally be pro-rated for time and performance;
however, the Remuneration Committee retains the discretion to review
overall business and individual performance and determine that a
different level of bonus payment is appropriate.
Otherwise, generally, Executive Directors must be employed at the
date of payment to receive a bonus. In certain circumstances, the
Remuneration Committee may determine that a bonus payment may
be due to reflect performance and contribution to the point of cessation.
DBP – leaving before date of vest
Deferred bonus shares will normally vest in full following completion of
the three-year vesting period, unless the Committee determines in its
absolute discretion that vesting will be accelerated. Participants will
have six months from the date of vest to exercise.
The vesting of awards will be accelerated in the event of death and
there will be a period of 12 months from death to exercise (or up to
24 months if the Remuneration Committee so determines).
DBP – leaving after date of vest
The Executive Director will normally have six months in which to
exercise their awards from the date of leaving (12 months for death
(or up to 24 months if the Remuneration Committee so determines)).
Performance Share Plan (PSP)
Leaving before the end of the performance period
In the event of ill health, disability, death, retirement, redundancy,
change of control, sale of the employing company, or any other
circumstance at the discretion of the Remuneration Committee, awards
will vest on the original vesting date on a time-apportioned basis (unless
the Remuneration Committee determines otherwise). Performance will
be measured at the end of the original performance period. Participants
will have six months from the end of the holding period to exercise.
At the Remuneration Committee’s discretion in the event of ill health,
disability, or death (or in the event of any other exceptional circumstance
if it determines), awards can vest early on a time-apportioned basis.
In this circumstance, performance will be measured to the early vesting
date. Participants will have six months from leaving to exercise
(12 months for death (or up to 24 months if the Remuneration Committee
so determines)).
If participants leave for any other reason before the end of the
performance period, their award will lapse on termination.
Leaving after the end of the performance period
Any awards in the two-year holding period will be available to exercise
following completion of the two-year holding period. Participants will
have six months from the latest of the end of the holding period or the
leaving date to exercise (12 months for death (or up to 24 months if the
Remuneration Committee so determines)).
Post-cessation shareholding requirement
For two years following the cessation of employment, Executive
Directors will normally be required to hold shares to the value of
the shareholding guideline that applied at the cessation of their
employment; or, in cases where the individual has not had sufficient
time to build up shares to meet their guideline, the actual level of
shareholding at cessation.
The post-cessation shareholding requirement is to be satisfied from
shares vesting under the DBP and PSP from grants from 2021 onwards.
On exercise, sufficient shares may be sold to cover taxes due, but until
the shareholding requirement is met the remaining shares will be held
by the Company in nominee/escrow for the benefit of the Director.
If the Executive Director has met the shareholding requirement through
other means, with the exception of shares bought with their own funds,
and the above approach results in a shortfall at the date of leaving, the
Executive Director will be required to transfer the appropriate number
of shares into the nominee/escrow in order to meet the requirement.
In the event of ill health, disability, or death (or in the event of any other
exceptional circumstance that the Remuneration Committee
determines), the post-cessation shareholding requirement will not apply.
Chair of the Board and Non-Executive Directors
Fees
Approach
Non-Executive Directors’ remuneration is determined by the Board on
the recommendation of the Non-Executive Directors’ Terms Committee
of the Board (comprising the Chair of the Board, the Chief Executive,
and the Chief Financial Officer) within the limits set by the Articles of
Association. Non-Executive Directors’ fees are set at a level which is
considered appropriate for the calibre of individual required to support
the delivery of business strategy and taking into account skills,
experience, time commitment, and independent surveys of fees paid
to Non-Executive Directors of similar companies.
Fees for the Chair of the Board are determined by the Board based
on external remuneration advice and considered by the Remuneration
Committee taking into account typical fee arrangements at other
companies of a similar size and complexity, the time commitment
required to fulfil the role, and the calibre of the individual required.
Fees are reviewed at appropriate intervals.
Details
Non-Executive Directors’ fees are payable in cash and currently consist
of a basic fee plus additional fees payable to:
• the Senior Independent Director; and
• the Board Committee Chairs.
Additional fees may be paid to Non-Executive Directors on an ongoing
or temporary basis if there is a change in their responsibilities or a
significant increase in the time commitment required from them to fulfil
their role or to remain competitive.
The fees for Non-Executive Directors, including the Chair of the Board,
shall not exceed in aggregate £1,000,000 per annum or such higher
amount as the Company may from time to time by special resolution
determine, as set out in the Company’s Articles of Association.
2024 Directors’ Remuneration Policy
continued
138
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Other items
No element of Non-Executive Director remuneration is
performance-related.
The Chair of the Board and the Non-Executive Directors do not
participate in any of the Company’s incentive schemes, nor are they
eligible to join the Company’s pension scheme.
The Non-Executive Directors do not currently receive any other benefits.
However, benefits may be provided in the future if, in the view of the
Non-Executive Directors’ Terms Committee (for Non-Executive Directors
or the Remuneration Committee for the Chair of the Board), this was
considered appropriate. Non-Executive Directors who are based outside
the UK may be provided with support in relation to their tax reporting.
Letters of appointment
Non-Executive Directors
The Non-Executive Directors are each appointed by a letter of
appointment and either party may terminate the appointment on three
months’ written notice. The Non-Executive Directors are subject to
annual re-election at the AGM and are generally not expected to serve
for a period exceeding nine years. See pages 80 and 81 for details
of their appointment dates.
Chair of the Board
The Chair of the Board has a letter of appointment setting out
his responsibilities for the management of the Board. The Chair’s
contract may be terminated by either party on six months’ notice,
notwithstanding a requirement for annual re-election at the AGM.
Copies of the Chair of the Board and Non-Executive Directors’ letters
of appointment are available for inspection by shareholders at the
Company’s registered office.
Remuneration Policy – other information
Change of control
If the Company is taken over or wound up, PSP awards may vest by
reference to the extent to which the performance conditions are met
and on a time pro-rated basis (calculated on a monthly basis) unless, in
the case of pro-rating, the Remuneration Committee decides otherwise.
Outstanding PSP awards may be vested automatically on a change of
control on the participants’ behalf. Typically salaries and bonuses will be
paid to the date of change of control.
DBP awards shall vest in full. If participants are offered, and consent to,
an equivalent award in the new company, they will not vest and instead
will be exchanged for a new award. Participants have one month from
the change of control date to exercise their award; any options that are
not exercised at the end of that period will be automatically exercised.
Legacy arrangements
The Remuneration Committee reserves the right to make any
remuneration payments and payments for loss of office (including
exercising any discretions available to it in connection with such
payments), notwithstanding that they are not in line with the Policy
set out above, where the terms of the payment were agreed:
• before the date the Company’s first Directors’ Remuneration Policy
approved by shareholders in accordance with section 439A of the
Companies Act 2006 came into effect;
• before the Directors’ Remuneration Policy set out above came into
effect, provided that the terms of the payment were consistent with the
shareholder-approved Directors’ Remuneration Policy in force at the
time they were agreed; or
• at a time when the relevant individual was not a Director of the
Company and, in the opinion of the Remuneration Committee, the
payment was not in consideration for the individual becoming a
Director of the Company. For these purposes, ‘payments’ includes the
Remuneration Committee satisfying awards of variable remuneration
and, in relation to an award over shares, the terms of the payment
are ‘agreed’ at the time the award is granted. The Remuneration
Committee may make minor amendments to the Directors’
Remuneration Policy (for regulatory, exchange control, tax or
administrative purposes, or to take account of a change in legislation)
without obtaining shareholder approval for that amendment.
Rentokil Initial plc
Annual Report 2025
139
Strategic Report
Other Information
Financial Statements
Corporate Governance
Independent Auditors’ Report
to the members of Rentokil Initial plc
Report on the audit of the financial statements
Opinion
In our opinion:
• Rentokil Initial plc’s Group financial statements and Parent Company
financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Parent Company’s affairs as
at 31 December 2025 and of the Group’s profit and the Group’s cash
flows for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act 2006;
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, including
FRS 101 “Reduced Disclosure Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual
Report, which comprise:
• the Consolidated and Parent Company Balance Sheet as at 31
December 2025;
• the Consolidated Statement of Profit or Loss and Other
Comprehensive Income for the year then ended;
• the Consolidated and Parent Company Statements of Changes in
Equity for the year then ended;
• the Consolidated Cash Flow Statement for the year then ended; and
• the Notes to the Consolidated and Parent Company financial
statements, which include a description of the Material accounting
policies and the Related Undertakings.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note ‘Material accounting policies’, the Group, in
addition to applying UK-adopted international accounting standards,
has also applied international financial reporting standards (IFRSs) as
issued by the International Accounting Standards Board (IASB).
In our opinion, the Group financial statements have been properly
prepared in accordance with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the
audit of the financial statements section of our report. We believe that
the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in
the UK, which includes the FRC’s Ethical Standard, as applicable to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note A8, we have provided no non-audit
services to the Parent Company or its controlled undertakings in the
period under audit.
Our audit approach
Overview
Audit scope
• We performed full scope audits at six components across the North
America and International segments.
• The territories where we conducted audit procedures, together with
work performed at corporate functions and at the Group level,
accounted for approximately: 70% of the Group’s revenue and 73% of
the Group’s adjusted profit before tax. The full scope component in the
US and the full scope component in France comprise sub
consolidations; in calculating these coverage levels we have taken
100% coverage from the full scope audits performed in these locations.
Key audit matters
• Carrying value of goodwill (Group)
• Valuation of termite damage claims provision (Group)
• Carrying value of investments (Parent Company)
Materiality
• Overall Group materiality: $44.0m (2024: $44.0m) based on
approximately 5% of the Group’s Adjusted Profit Before Tax.
• Overall Parent Company materiality: £95.0m (2024: £100.0m) based on
1% of total assets.
• Performance materiality: $33.0m (2024: $29.0m) (Group) and £71.0m
(2024: £65.0m) (Parent Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters, and
any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
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The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Carrying value of goodwill (Group)
Refer to the Audit Committee Report and Note B2 in the financial
statements.
The Group recorded $6,584m of goodwill at 31 December 2025 (2024:
$6,455m).
Effective 1 January 2025, management has revised their cash
generating unit (CGU) assessment from a country level to a regional
level. As required by IAS 36, management has performed its annual
goodwill impairment assessment on the Group’s CGUs. Goodwill is
impaired when its carrying amount exceeds its recoverable amount.
The recoverable amount of a CGU is determined based on the higher
of its value-in-use and fair value less costs of disposal.
The value-in-use is dependent on estimates of future cash flows of the
underlying CGUs which inherently involves management estimation
and there is a risk that if the Group does not achieve these cash flow
estimates it could give rise to impairment charges. The estimates
principally relate to the assumptions for revenue growth rate,
operating profit margin (OPM), discount rate and long-term growth
rate. These assessments also include the costs associated with the
effects of climate change, including the future costs of the Group’s
commitment to reach net zero by 2040 and costs of compliance with
current legal requirements.
During the year, no goodwill impairment charges were recognised.
Management prepared value-in-use impairment models for all CGUs
with goodwill at 31 December 2025. We obtained management’s value
in-use models and tested the mathematical integrity. We evaluated the
determination of the Group’s revised CGUs and the appropriateness of
the methodology used in the impairment models and to calculate the
discount rates. We validated the carrying amounts of the net assets
subject to impairment testing to the underlying accounting records.
We have corroborated the long-term growth rates and tax rates to
third party sources and revenue growth rates to third party industry
research. We compared the cash flows used in the impairment models
to the Board approved budget and strategic plan which include the
estimated costs associated with climate change. We modelled the
break-even point for terminal year revenue growth and OPM and for
discount rate assumptions. We assessed management’s historical
accuracy of budgeting and forecasting at the Group level. We
benchmarked implied multiples required to cover the carrying value of
the net assets of each CGU to Rentokil’s average transaction multiples
for acquired businesses over recent years.
For all CGUs, we assessed revenue growth and OPM assumptions
against historical data and board approved plans. We used in-house
valuation experts to challenge the discount and long-term growth
rates. We conducted independent sensitivities to evaluate the risk of
material impairment from changes in assumptions to assess whether
a reasonably possible change in these assumptions could cause
impairment.
We considered whether the disclosures in Note B2 complied with IAS 1
and IAS 36.
Based on the procedures performed, we noted no material issues
arising from our work.
Valuation of termite damage claims provision (Group)
Refer to the Audit Committee Report and Note A6 in the financial
statements.
With the acquisition of Terminix in October 2022, the Group assumed
a liability for termite damage claims, based on customers existing at
the acquisition date, for which a provision has been estimated. The
liability arises where a termite infestation occurs, resulting in damage
to a property under a termite contract. An additional provision is
recognised for all new customers taken on since the acquisition date.
Given the quantum of the provision for new customers our audit
procedures focused on the provision for customers existing at the
acquisition date. The provision amounted to $384m at 31 December
2025 (2024:$266m) of which $358m related to customers existing at
the acquisition date (2024: $246m).
The valuation of the termite damage claims provision requires
significant management estimation as it is dependent on a number
of significant assumptions including the claim value, claim rate and
inflation rate.
We obtained management’s valuation model and evaluated the
appropriateness of the methodology used. We reviewed any changes
to the significant assumptions and methodology used in the current
year versus the prior year to ensure that these were appropriate.
We tested the completeness and accuracy of the number of customers
included in the provision and the historical data that is used to
estimate the volume and value of future claims. We assessed the
appropriateness of the historical period over which claim volume and
value has been estimated and assessed the inflation assumption used.
We performed a number of sensitivities including assessing the impact
of using different historical periods to estimate the volume and value
of future claims.
We assessed the appropriateness of management’s sensitivity
disclosures in Note A6 of the financial statements in relation to the
significant estimates and considered whether the disclosures in Note
A6 complied with IAS 1 and IAS 37.
Based on the procedures performed, we noted no material issues
arising from our work.
Corporate Governance
Rentokil Initial plc
Annual Report 2025
141
Strategic Report
Other Information
Financial Statements
Independent Auditors’ Report
continued
Key audit matter
How our audit addressed the key audit matter
Carrying value of investments (parent)
Refer to Note 3 of the Parent Company financial statements.
The Parent Company holds investments amounting to £4,470m at
31 December 2025 (2024: £4,454m).
As required by IAS 36, management has assessed if there is any
indication that the investments balance may be impaired at the
reporting date. If any such indication exists, the entity shall estimate
the recoverable amount of the asset.
The assessment of potential impairment indicators involves
management judgement.
No impairment indicators were identified by management at the
reporting date and no impairment charge has been recorded in 2025.
We obtained management’s assessment of potential impairment
indicators. We reviewed management’s assessment by comparing
the items assessed with those required to be considered per
the requirements of IAS 36 and our knowledge of the business.
Management’s assessment included comparing the Group’s market
capitalisation at 31 December 2025, which we verified to an external
source, to the Parent Company’s net assets.
Based on the procedures performed, we noted no material issues
arising from our work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough
work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the Group and the Parent
Company, the accounting processes and controls, and the industry in
which they operate.
We performed full scope audits in respect of six components across the
North America and International segments. Of these, we identified one
significant component due to size in the US (part of the North America
segment), and four material components in the UK (part of the
International segment) and Australia (part of the International segment).
The remaining full scope component in France (part of the International
segment) was included in Group audit scope to achieve appropriate
audit coverage.
In establishing the overall approach to the Group audit, we determined
the type of work that needed to be performed by us, as the Group
engagement team, or by component auditors within PwC UK and from
other PwC network firms operating under our instruction. Where the
work was performed by component auditors, we determined the level of
involvement we needed to have in the audit work at those components
to be able to conclude whether sufficient appropriate audit evidence
had been obtained as a basis for our opinion on the Group financial
statements as a whole.
In addition to directing, supervising and reviewing the work performed
by our component audit teams, we conducted file reviews for our
significant and material components and participated in key meetings
with local management. We also had regular dialogue with component
teams throughout the year.
The Group consolidation, financial statement disclosures and corporate
functions were audited by the Group engagement team. This included
our work over the disposal of the France Workwear business, the
termite damage claims provision, goodwill, acquisition accounting and
taxation. Taken together, the components and corporate functions
where we conducted audit procedures accounted for 70% of the
Group’s revenue and 73% of the Group’s Adjusted Profit before Tax.
The full scope component in the US and the full scope component in
France comprise sub consolidations; in calculating these coverage
levels we have taken 100% coverage from the full scope audits
performed in these locations. This provided the evidence we needed for
our opinion on the Group financial statements taken as a whole. This
was before considering the contribution to our audit evidence from
performing audit work at the Group level, including targeted risk
assessment procedures, which covered certain of the Group’s smaller
and lower risk components that were not directly included in our Group
audit scope.
Our audit of the Parent Company Financial Statements was undertaken
in the UK and included substantive procedures over all material
balances and transactions.
The impact of climate risk on our audit
As part of our audit, we inquired of management to understand and
evaluate the Group’s risk assessment process in relation to climate
change including any changes in the assessment compared to the prior
year. We reviewed management’s paper which sets out their
assessment of climate change risk to the Group and the impact on the
financial statements. In evaluating the completeness of the risks
identified, we considered any changes in management’s paper
compared to the prior year assessment and we challenged
management on how they considered the potential financial impacts of
the Group’s net zero commitment in their assessment. We considered
the principal risk to relate to the assumptions made in the forecasts
prepared by management and used in their assessment of the carrying
value of goodwill. In responding to the risks identified, we specifically
considered how climate change risk would impact these assumptions
including the future costs of the Group’s commitment to reach net zero
by 2040 and costs of compliance with current legal requirements. We
also read the disclosures in relation to climate change made in the
Responsible Business section of the Annual Report to ascertain whether
the disclosures are materially consistent with the financial statements
and our knowledge from our audit. Our responsibility over other
information is further described in the reporting on other information
section of this report.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Parent Company
Overall materiality
$44.0m (2024: $44.0m).
£95.0m (2024: £100.0m).
How we determined it
Approximately 5% of the Group's Adjusted Profit Before
Tax
1% of total assets
Rationale for
benchmark applied
The Group’s principal measure of performance is
Adjusted Profit before Tax, which excludes one-off and
adjusting items, amortisation and impairment of intangible
assets (excluding computer software) and net interest
adjustments, in order to give management and other
users of the Annual Report a clearer understanding of the
underlying profitability of the business over time. We have
utilised this measure in determining our materiality as it is
the metric against which the performance of the Group is
most commonly assessed by management and reported
to shareholders.
Rentokil Initial plc is the ultimate Parent Company which
holds the Group’s investments. Therefore, the entity is not
in itself profit-oriented. The strength of the balance sheet
is the key measure of financial health that is important to
shareholders, since the primary concern for the Parent
Company is the payment of dividends. We therefore
consider total assets to be an appropriate benchmark.
Certain account balances were included in scope for the
audit of the Group financial statements and were therefore
audited to a materiality level set below overall materiality
established for the Group audit.
For each component in the scope of our Group audit, we allocated a
materiality that is less than our overall Group materiality. The range of
materiality allocated across components was between $9.2m and
$40.2m. Certain components were audited to a local statutory audit
materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes.
Our performance materiality was 75% (2023: 65%) of overall materiality,
amounting to $33.0m (2024: $29.0m) for the Group financial statements
and £71.0m (2024: £65.0m) for the Parent Company financial
statements.
In determining the performance materiality, we considered a number of
factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount at
the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above $2.5m (Group audit)
(2024: $2.5m) and £2m (Parent Company audit) (2024: £2m) as well as
misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the
Parent Company’s ability to continue to adopt the going concern basis
of accounting included:
• Evaluation of management’s base case and downside case scenarios,
understanding and evaluating the key assumptions;
• Validation that the cash flow forecasts used to support management’s
impairment, going concern and viability assessments were consistent;
• Assessment of the historical accuracy and reasonableness of
management’s forecasting;
• Consideration of the Group’s available financing and debt maturity
profile;
• Testing of the mathematical integrity of management’s liquidity
headroom, sensitivity and stress testing calculations; and
• Review of the related disclosures in the Annual Report.
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 Group’s and the Parent
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.
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.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the Group’s and the Parent
Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
Corporate Governance
Rentokil Initial plc
Annual Report 2025
143
Strategic Report
Other Information
Financial Statements
Independent Auditors’ Report
continued
Reporting on other information
The other information comprises all of the information in the Annual
Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except to the
extent otherwise explicitly stated in this report, any form of assurance
thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise
appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other information.
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 based on these
responsibilities.
With respect to the Strategic Report and Directors’ Report, we also
considered whether the disclosures required by the UK Companies Act
2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit,
the information given in the Strategic Report and Directors’ Report for
the year ended 31 December 2025 is consistent with the financial
statements and has been prepared in accordance with applicable legal
requirements.
In light of the knowledge and understanding of the Group and Parent
Company and their environment obtained in the course of the audit, we
did not identify any material misstatements in the Strategic Report and
Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Parent Company’s
compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to
the corporate governance statement as other information are described
in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our
knowledge obtained during the audit, and we have nothing material to
add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Parent Company’s ability to continue
to do so over a period of at least twelve months from the date of
approval of the financial statements;
• The directors’ explanation as to their assessment of the Group’s and
Parent Company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable
expectation that the Parent Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group and Parent Company was substantially less in
scope than an audit and only consisted of making inquiries and
considering the directors’ process supporting their statement; checking
that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and
understanding of the Group and Parent Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and
Parent Company’s position, performance, business model and
strategy;
• The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report when
the directors’ statement relating to the Parent Company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review by the
auditors.
144
Rentokil Initial plc
Annual Report 2025
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in
respect of the financial statements, the directors are responsible for the
preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and
fair view. The directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group’s and the Parent 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 the
directors either intend to liquidate the Group or the Parent Company or
to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified
that the principal risks of non-compliance with laws and regulations
related to the UK Listing Rules, health and safety regulations, adherence
to data protection requirements in the jurisdictions in which the Group
operates and holds data and compliance with anti-bribery and
corruption legislation in the jurisdictions in which the Group operates,
and we considered the extent to which non-compliance might have
a material effect on the financial statements. We also considered
those laws and regulations that have a direct impact on the financial
statements such as the Companies Act 2006 and taxation.
We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk
of override of controls), and determined that the principal risks were
related to posting inappropriate journal entries to manipulate the
financial performance of the Group and management bias in accounting
estimates and judgements. The Group engagement team shared this
risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work.
Audit procedures performed by the Group engagement team and/or
component auditors included:
• Discussions with management, Internal Audit and the Group’s legal
counsel, including consideration of known or suspected instances of
non-compliance with laws and regulation and fraud;
• Evaluation of the effectiveness of management’s controls designed to
prevent and detect irregularities;
• Identifying and testing the validity of journal entries, in particular any
journal entries posted with unusual account combinations, and
consolidation journals;
• Assessment of matters reported on the Group’s whistleblowing
helpline and the results of management’s investigation of such
matters;
• Testing of assumptions and judgements made by management in
making significant accounting estimates; and
• Reviewing financial statement disclosures and testing to supporting
documentation.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. We will often seek to
target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to
draw a conclusion about the population from which the sample is
selected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’
report.
Use of this report
This report, including the opinions, has been prepared for and only for
the Parent Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior
consent in writing.
Corporate Governance
Rentokil Initial plc
Annual Report 2025
145
Strategic Report
Other Information
Financial Statements
Independent Auditors’ Report
continued
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
• we have not obtained all the information and explanations we require
for our audit; or
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not
made; or
• the Parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Parent Company for the financial year
ended 31 December 2021. Our uninterrupted engagement covers five
financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial statements
in an annual financial report prepared under the structured digital format
required by DTR 4.1.15R – 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format
annual financial report has been prepared in accordance with those
requirements.
Neil Grimes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 March 2026
146
Rentokil Initial plc
Annual Report 2025
148
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
149
Consolidated Balance Sheet
150
Consolidated Statement of Changes in Equity
152
Consolidated Cash Flow Statement
153
Notes to the Consolidated Financial Statements
193
Related Undertakings
201
Parent Company Balance Sheet
202
Parent Company Statement of
Changes in Equity
203
Notes to the Parent Company
Financial Statements
Financial
Statements
Rentokil Initial plc
Annual Report 2025
147
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 31 December
Notes
2025
$m
2024
represented
1
$m
2023
represented
1
$m
Revenue
A1
Operating expenses
A7
(6,250 )
(5,902 )
(5,609 )
Net impairment losses on financial assets
(74 )
(71 )
(49 )
Operating profit
A1
Finance income
C9
Finance cost
C8
(250 )
(250 )
(232 )
Share of profit from associates net of tax
B6
Profit before income tax
Income tax expense
A12
(100 )
(116 )
(129 )
Profit from continuing operations
Profit from discontinued operations
B7
Profit for the year
Profit for the year attributable to:
Equity holders of the Company
Non-controlling interests
Other comprehensive income:
Items that are not reclassified subsequently to the income statement:
Remeasurement of net defined benefit liability
A10
Items that are or may be reclassified subsequently to the income statement:
Net exchange adjustments offset in reserves
(139 )
(35 )
(172 )
Net gain/(loss) on net investment hedge
(22 )
Effective portion of changes in fair value of cash flow hedge
(31 )
Cost of hedging
(7 )
Tax related to items taken to other comprehensive income
A12, A14
(8 )
Net exchange adjustments transferred to profit on disposal of business
B7
Net gain on net investment hedge transferred to profit on disposal of business
B7
(11 )
Other comprehensive income for the year
(37 )
(13 )
Total comprehensive income for the year
Total comprehensive income for the year attributable to:
Equity holders of the Company
Non-controlling interests
Earnings per share:
From continuing operations
Basic (cents)
A2
Diluted (cents)
A2
From continuing and discontinued operations
Basic (cents)
A2
Diluted (cents)
A2
1.
Refer to foreign currency translation in material accounting policies section.
148
Rentokil Initial plc
Annual Report 2025
Consolidated Balance Sheet
At 31 December
Note
2025
$m
2024
represented
1
$m
At 1 January 2024
represented
1
$m
Assets
Non-current assets
Intangible assets
B2
Property, plant and equipment
B3
Right-of-use assets
B4
Investments in associated undertakings
B6
Other investments
C4
Deferred tax assets
A14
Contract costs
A1
Retirement benefit assets
A10
Trade and other receivables
A3
Derivative financial instruments
C6
Current assets
Other investments
C4
Inventories
A4
Trade and other receivables
A3
Current tax assets
A13
Derivative financial instruments
C6
Cash and cash equivalents
C3
Liabilities
Current liabilities
Trade and other payables
A5
(1,392 )
(1,400 )
(1,457 )
Current tax liabilities
A13
(61 )
(53 )
(61 )
Provisions for liabilities and charges
A6
(275 )
(144 )
(119 )
Bank and other short-term borrowings
C2
(1,411 )
(1,460 )
(1,444 )
Lease liabilities
B4
(171 )
(163 )
(162 )
Derivative financial instruments
C6
(5 )
(4 )
(41 )
(3,315 )
(3,224 )
(3,284 )
Net current assets/(liabilities)
(613 )
Non-current liabilities
Other payables
A5
(46 )
(86 )
(90 )
Bank and other long-term borrowings
C2
(4,156 )
(3,127 )
(4,016 )
Lease liabilities
B4
(392 )
(394 )
(405 )
Deferred tax liabilities
A14
(589 )
(638 )
(659 )
Retirement benefit obligations
A10
(27 )
(32 )
(36 )
Provisions for liabilities and charges
A6
(397 )
(381 )
(455 )
Derivative financial instruments
C6
(18 )
(36 )
(20 )
(5,625 )
(4,694 )
(5,681 )
Net assets
Equity
Capital and reserves attributable to the Company’s equity holders
Share capital
D2
Share premium
Other reserves
(946 )
(932 )
(903 )
Retained earnings
Non-controlling interests
(2 )
(2 )
(2 )
Total equity
1.
Refer to foreign currency translation in material accounting policies section.
Andy Ransom
Paul Edgecliffe-Johnson
Chief Executive
Chief Financial Officer
Rentokil Initial plc
Annual Report 2025
149
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the Company
Notes
Share
capital
$m
Share
premium
$m
Other
reserves
$m
Retained
earnings
$m
Non-
controlling
interests
$m
Total
equity
$m
At 1 January 2023 represented
2
(883 )
(2 )
Profit for the year
Other comprehensive income:
Net exchange adjustments offset in reserves
(172 )
(172 )
Net gain on net investment hedge
Net gain on cash flow hedge
1
Cost of hedging
Tax related to items taken directly to other comprehensive income
Total other comprehensive income for the year
(20 )
Transactions with owners:
Gain on stock options
Dividends paid to equity shareholders
(252 )
(252 )
Cost of equity-settled share-based payment plans
Movement in the carrying value of put options
At 31 December 2023 represented
2
(903 )
(2 )
Profit for the year
Other comprehensive income:
Net exchange adjustments offset in reserves
(35 )
(35 )
Net loss on net investment hedge
(22 )
(22 )
Net gain on cash flow hedge
1
Cost of hedging
(7 )
(7 )
Tax related to items taken directly to other comprehensive income
(8 )
(8 )
Total other comprehensive income for the year
(29 )
Transactions with owners:
Gain on stock options
Dividends paid to equity shareholders
(292 )
(292 )
Cost of equity-settled share-based payment plans
Tax related to items taken directly to equity
(3 )
(3 )
Movement in the carrying value of put options
(1 )
(1 )
At 31 December 2024 represented
2
(932 )
(2 )
Profit for the year
Other comprehensive income:
Remeasurement of net defined benefit liability
Net exchange adjustments offset in reserves
(139 )
(139 )
Net gain on net investment hedge
Net loss on cash flow hedge
1
(31 )
(31 )
Cost of hedging
Tax related to items taken directly to other comprehensive income
Cumulative reserves recycled to income statement on disposal of
foreign operations
Total other comprehensive income for the year
(14 )
Transactions with owners:
Gain on stock options
Dividends paid to equity shareholders
D1
(304 )
(304 )
Cost of equity-settled share-based payment plans
Tax related to items taken directly to equity
At 31 December 2025
(946 )
(2 )
1.
$31 m net loss (2024: $35 m net gain; 2023: $4 m net gain) on cash flow hedge includes a $64 m gain (2024: $65 m loss; 2023: $36 m loss) from the effective portion of changes in fair
value, and a $95 m loss (2024: $100 m gain; 2023: $40 m gain) reclassification to the income statement due to changes in foreign exchange rates.
2. Refer to foreign currency translation in material accounting policies section.
Shares of $nil (2024: $nil ; 2023: $nil ) have been netted against retained earnings. This represents 9.8 m (2024: 11.4 m; 2023: 13.0 m) shares held
by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2025 was
$59 m(2024: $56 m; 2023: $71 m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.
150
Rentokil Initial plc
Annual Report 2025
Capital |
Merger |
Cash flow |
||||
reduction |
relief |
hedge |
Translation |
Cost of |
||
reserve |
reserve |
reserve |
reserve |
hedging |
Total |
|
$m |
$m |
$m |
$m |
$m |
$m |
|
At 1 January 2023 represented 2 |
( |
( |
( |
( |
||
Net exchange adjustments offset in reserves |
( |
( |
||||
Net gain on net investment hedge |
||||||
Net gain on cash flow hedge 1 |
||||||
Cost of hedging |
||||||
Total comprehensive income for the year |
( |
( |
||||
At 31 December 2023 represented 2 |
( |
( |
( |
|||
Net exchange adjustments offset in reserves |
( |
( |
||||
Net loss on net investment hedge |
( |
( |
||||
Net gain on cash flow hedge 1 |
||||||
Cost of hedging |
( |
( |
||||
Total comprehensive income for the year |
( |
( |
( |
|||
At 31 December 2024 represented 2 |
( |
( |
( |
|||
Net exchange adjustments offset in reserves |
( |
( |
||||
Net gain on net investment hedge |
||||||
Net loss on cash flow hedge 1 |
( |
( |
||||
Cumulative reserves recycled to income statement on disposal of |
||||||
foreign operations |
||||||
Total comprehensive income for the year |
( |
( |
||||
At 31 December 2025 |
( |
( |
( |
1.
$31 m net loss (2024: $35 m net gain; 2023: $4 m net gain) on cash flow hedge includes a $64 m gain (2024: $65 m loss; 2023: $36 m loss) from the effective portion of changes in fair
value, offset by reclassification to the cost of acquisition of $nil (2024: $nil ; 2023: $nil ) and a $95 m loss (2024: $100 m gain; 2023: $40 m gain) reclassification to the income statement
due to changes in foreign exchange rates.
2. Refer to foreign currency translation in material accounting policies section.
The capital reduction reserve arose in 2005 as a result of the scheme of arrangement of Rentokil Initial 1927 plc, under section 425 of the
Companies Act 1985, to introduce a new holding company, Rentokil Initial plc
High Court whereby the nominal value of each ordinary share was reduced from 100p to 1p.
The excess of the fair value of shares issued to fund the acquisition of Terminix over their par value gave rise to a new reserve called a Merger
Relief Reserve. Under section 612 of the Companies Act 2006, merger relief is available if certain circumstances are met when a business is
acquired by issuing shares to replace already issued shares. This reserve is unrealised (and therefore not distributable), but it may become
realised at a later date; for example, on disposal of the investment to which it relates or on impairment of that investment (which may occur
Rentokil Initial plc
Annual Report 2025
151
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Cash Flow Statement
For the year ended 31 December
Note
2025
$m
2024
represented
2
$m
2023
represented
2
$m
Cash flows from operating activities
Operating profit from:
– Continuing operations
– Discontinued operations
B7
Operating profit including discontinued operations
Adjustments for:
– Depreciation and impairment of property, plant and equipment
B3
– Depreciation and impairment of leased assets
B4
– Amortisation and impairment of intangible assets (excluding computer software)
B2
– Amortisation and impairment of computer software
B2
– Other non-cash items
Changes in working capital (excluding the effects of acquisitions and exchange differences
on consolidation):
– Inventories
(27 )
(15 )
(18 )
– Contract costs
(51 )
(18 )
(24 )
– Trade and other receivables
(20 )
(48 )
(36 )
– Trade and other payables and provisions
(129 )
(76 )
Interest received
Interest paid
1
(255 )
(229 )
(237 )
Income tax paid
A13
(104 )
(111 )
(124 )
Net cash flows from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
(208 )
(219 )
(207 )
Purchase of intangible fixed assets
(61 )
(56 )
(55 )
Proceeds from sale of property, plant and equipment
Acquisition of companies and businesses, net of cash acquired
B1
(121 )
(219 )
(298 )
Disposal of investment in associate
Proceeds from disposal of businesses, net of tax paid
B7
Dividends received from associates
B6
Net change to cash flow from investment in term deposits
(1 )
Net cash flows from investing activities
(476 )
(514 )
Cash flows from financing activities
Dividends paid to equity shareholders
D1
(304 )
(292 )
(252 )
Capital element of lease payments
(192 )
(185 )
(195 )
Cash outflow on settlement of debt-related foreign exchange forward contracts
C2
(9 )
(11 )
(4 )
Proceeds from new debt
Debt repayments
C7
(700 )
(464 )
Net cash flows from financing activities
(952 )
(451 )
Net increase/(decrease) in cash and cash equivalents
(560 )
(49 )
Cash and cash equivalents at beginning of period
Exchange gain/(loss) on cash and cash equivalents
(35 )
Cash and cash equivalents at end of the financial period
C3
1.
Interest paid includes the interest element of lease payments of $31 m (2024: $31 m; 2023: $30 m).
2. Refer to foreign currency translation in material accounting policies section.
152
Rentokil Initial plc
Annual Report 2025
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
153
Annual Report 2025
Notes to the Consolidated Financial Statements
accordance with UK-adopted International Accounting Standards (IAS)
and with the requirements of the Companies Act 2006 as applicable
to companies reporting under those standards. The Consolidated
Financial Statements also comply fully with International Financial
Reporting Standards (IFRSs) as issued by the International Accounting
been prepared under the historical cost convention, as modified by
the revaluation of certain financial assets and liabilities (including
derivative instruments). Certain financial and equity instruments have
The Group has engaged in a detailed review of expected climate
change impacts on the business and its assets and liabilities, to
establish any adjustments required and what disclosure is necessary
in the Consolidated Financial Statements for 2025 under a 1.5–2.0°C
pathway.
This process has been completed to ensure material accuracy of the
financial reporting, and that disclosure of relevant information
complies with the requirements of IAS 1.
The process has involved a detailed review of material revenue
segments, all balance sheet line items, and each element of the Group
target to reach net zero by 2040, to identify if any of these items are
expected to be materially impacted in a negative or positive way
by weather, legislative, or societal changes. The conclusions of this
process were reviewed and agreed by the Audit Committee and Board
on 12 December 2025.
Overall, the conclusion of the review was that, while there will
undoubtedly be impacts on the Group, the highly disaggregated nature
of the operations significantly reduces the risk profile of the Group to
impacts from weather-related changes. The changes necessary to
achieve net zero will not have a materially adverse impact on the cash
flows of the Group and indeed, warmer climates may present some
opportunities. Societal and legislative impacts are not felt to have a
material impact on any one segment such that we need to break out
reporting in a different way from previous years. Judgements are not felt
to be significant, although clearly, understanding of climate change is
developing with time. The area with the most judgement is goodwill
impairment testing and a description is given in Note B2 of the
processes undertaken to give comfort on the valuations. Management
review has concluded that this is the only area that has judgement
and potential for material impact, although we conclude that none
are necessary and that no further disclosures are needed beyond
The Directors have prepared Board-approved cash flow forecasts for
a period of 18 months to 30 June 2027 to demonstrate that the Group
has sufficient liquidity to meet its obligations as they fall due for the
period of at least 12 months from the date of approval of these
Consolidated Financial Statements, with a longer assessment period
to 30 June 2027 being considered as appropriate.
Additionally, the Directors have assessed severe but plausible downside
scenarios. The downside scenarios include: (i) a revenue decline of 20%
against base budget for six months; and (ii) a 20% revenue decline for
12 months. Both of these scenarios are considerably worse than the
actual impact of the COVID-19 pandemic in 2020. These assessments
were prepared on the conservative assumption that the Group has no
access to the debt capital markets. As part of their analysis, the Board
considered mitigating actions at their discretion to improve the position
identified by the analysis if the debt capital markets are not accessible,
such as cost savings, and adjusting the level of M&A activity and/or
dividends paid. In addition to the above, the Directors also considered
that the Group has the ability to extend existing or raise new financing,
although this was not included in the modelling undertaken for going
concern assessment.
The Going Concern analysis demonstrates that under the base case,
the Group has c.$0.8bn of headroom at 30 June 2027 and c.$0.5bn
under the severe but plausible downside scenario. This is before
potential mitigations available, estimated to be c.$1.2bn.
Based on the above, the Directors have concluded that the Group is
well placed to manage its financing and other business risks and have
a reasonable expectation that the Group will have adequate resources
to continue in operation for at least 12 months from the signing date
of these Consolidated Financial Statements. They therefore consider
it appropriate to adopt the going concern basis in preparing these
Subsidiaries are entities controlled by the Group. The Group controls
an entity when it: (i) has power over the entity; (ii) is exposed or has
rights to variable returns from its involvement with the entity; and (iii)
has the ability to affect those returns through its power over the entity.
The Group reassesses whether or not it controls a subsidiary if facts
and circumstances indicate that there are changes to one or more of
these three elements of control.
The financial statements of subsidiaries are included in the
Consolidated Financial Statements from the date that control
commences until the date that control ceases. Inter-company
transactions, balances, and gains and losses on transactions between
Group companies are eliminated on consolidation. When less than
100% of the issued share capital of a subsidiary is acquired, and the
acquisition includes an option to purchase the remaining share capital
of the subsidiary, the anticipated acquisition method is applied where
judged appropriate to do so. The judgement is based on the risks
and rewards associated with the option to purchase, meaning that
no non-controlling interest is recognised. A liability is carried on
the balance sheet equal to the fair value of the option to purchase.
This is revised to the fair value at each reporting date, with differences
being recorded in equity.
Where the Group ceases to have control of a subsidiary, the assets
and liabilities are derecognised along with any related non-controlling
interest and other components of equity. Any resulting gain or loss
is recognised in the income statement. Any interest retained in the
former subsidiary is measured at fair value when control ceases.
Changes in the Group’s interest in a subsidiary that do not result
in a loss of control are accounted for as equity transactions.
The results and cash flows of significant assets or businesses sold
during the year are presented as discontinued operations in the
Consolidated Statement of Profit or Loss and the Consolidated Cash
Flow Statement. Assets and businesses are classified as held for sale
when their carrying amounts are expected to be recovered through
sale rather than through continuing use. They only meet the held for
sale condition when the assets are ready for immediate sale in their
present condition, management is committed to the sale, and it is
highly probable that the sale will complete within one year.
Depreciation ceases on assets and businesses when they are
classified as held for sale and the assets and businesses are impaired
if the proceeds less sale costs fall short of the carrying value.
Losses applicable to the non-controlling interests in a subsidiary
are allocated to the non-controlling interests, which may cause the
non-controlling interests to have a deficit balance. Consideration in
excess of net identifiable assets acquired in respect of non-controlling
Associates are those entities in which the Group has significant
influence over the financial and operating policies, but not control.
Significant influence is usually presumed to exist when the Group
holds between 20% and 50% of the voting power of another entity.
Associates are accounted for using the equity method and are
initially recognised at cost. The Group’s investment includes goodwill
identified on acquisition, net of any accumulated impairment losses.
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Notes to the Consolidated Financial Statements
continued
The Consolidated Financial Statements include the Group’s share
of the total comprehensive income and equity movements of
equity accounted investees, from the date that significant influence
commences until the date that significant influence ceases. When the
Group’s share of losses exceeds its interest in an equity accounted
investee, the carrying amount is reduced to nil and recognition of
further losses is discontinued, except to the extent that the Group
has incurred legal or constructive obligations or made payments
on behalf of an investee.
Gains and losses on transactions between the Group and its
associates are eliminated to the extent of the Group’s interest
Items included in the Financial Statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency).
The Consolidated Financial Statements are presented in US dollars,
which differs from the functional currency of Rentokil Initial plc which
On 25 July 2024, the Group announced that with effect from 1 January
2025 it would be changing its presentation currency from sterling to
US dollar. Within the Group’s current portfolio of businesses, sterling
denominated earnings, while sizeable, are a relatively small proportion
of overall earnings. To reduce the potential for foreign exchange
volatility in our future reported earnings, the Board determined that,
with effect from 1 January 2025, the Group will present its results in
US dollar.
Accordingly, to satisfy the requirements of IAS 21 The Effects of
Changes in Foreign Exchange Rates, the reported results for the years
ended 31 December 2024 and 31 December 2023 have been
translated from sterling to US dollar using the following procedures:
(i)
assets and liabilities denominated in non-US dollar currencies were
translated into US dollar at the relevant closing rates of exchange;
(ii) the trading results of subsidiaries whose functional currency was
other than US dollar were translated into US dollar at the average
rates of exchange for the relevant period, with material items
translated at the rate on the dates of transaction;
(iii) share capital, share premium, capital reduction reserve, and
merger relief reserve were translated at the historic rates prevailing
on the date of each transaction; and
(iv) the cumulative translation reserve balance was set to nil on
1 January 2004, the date of transition to IFRS, and has been
represented on the basis that the Group has reported in US dollar
since that date.
A change in presentation currency represents a change in accounting
policy under IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors which is accounted for retrospectively. The £/$
rates used for this exercise are: average 2024 1.2773, 2023 1.2441;
and closing 2024 1.2519, 2023 1.2737.
(b) Group companies
The results and financial position of all the Group entities that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i)
assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet;
(ii) income and expenses for each income statement are translated
at average exchange rates; and
(iii) all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation
of the net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments or
deemed to be quasi-equity, are taken to other comprehensive income.
When a foreign operation is sold, such exchange differences are
recognised in the income statement as part of the gain or loss on sale.
(c) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such
transactions, or from the translation of monetary assets and liabilities
denominated in foreign currencies at reporting period end exchange
rates, are recognised under the appropriate heading in the income
statement; except when deferred in equity as qualifying net investment
hedges or where certain intra-group loans are determined to be
quasi-equity (normally not expected to be repaid).
The Group has operations in Argentina, Ghana, Lebanon, and Turkey,
which remained hyperinflationary in 2025.
The IAS 29 rules are applied as follows:
(i)
adjustment of the income statement at the end of the reporting
period using the change in general price index;
(ii) adjustment of historical cost non-monetary assets and liabilities for
the change in purchasing power caused by inflation from the date
of initial recognition to the balance sheet date; and
(iii) adjustment of the income statement to reflect the impact of
inflation and exchange rate movement on holding monetary assets
and liabilities in the local currency.
Consumer Price Indices have been used for the relevant
hyperinflationary adjustments. The indices used for these adjustments
are as follows:
Country |
Index at 1 January 2025 |
Index at 31 December 2025 |
Argentina |
7,693.70 |
10,121.37 |
Ghana |
248.30 |
261.70 |
Lebanon |
7,061.07 |
7,924.35 |
Turkey |
2,684.55 |
3,513.87 |
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the relevant
instrument, and derecognised when it ceases to be a party to such
provisions.
The Group classifies its financial assets depending on the purpose
for which the financial assets were acquired. At initial recognition,
the Group carries out a solely payments of principal and interest (SPPI)
test and a business model test to establish the classification and
measurement of its financial assets. Financial assets are classified
in the following categories:
(a) Amortised cost
Financial assets under this classification are non-derivative financial
assets held to collect the contractual cash flows until maturity and the
cash flows are SPPI. Assets measured at amortised cost include trade
and other receivables, cash and cash equivalents (excluding money
market funds which are classified as fair value through profit and loss),
and other investments.
(b) Fair value through other comprehensive income
These are non-derivative financial assets which can be for sale with
cash flows that are SPPI. These assets are measured at fair value and
changes to market values are recognised in other comprehensive
income. The Group has no assets classified under this category.
Financial assets under this classification are assets that cannot be
classified in any of the other categories. These assets are measured
at fair value and changes to market values are recognised in profit
All financial liabilities are stated at amortised cost using the effective
interest rate method except for derivatives, which are classified as
held for trading (except where they qualify for hedge accounting) and
are held at fair value.
Financial liabilities held at amortised cost include trade payables,
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judgements
The use of estimates, assumptions, and judgements in the application
of the Group’s accounting policies is explained below, with major
sources of estimation uncertainty and significant judgements
separately identified.
Assumptions and estimation uncertainties
The Group makes estimates and assumptions concerning the future.
Estimates and assumptions 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. Actual results may differ from these estimates and
revisions to estimates are recognised prospectively. Sensitivities to
the estimates and assumptions are provided, where relevant, in the
Notes to the Consolidated Financial Statements.
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 listed below (please refer to the
relevant notes for further detail):
(a) Termite damage claim provisions
With the acquisition of Terminix in 2022, the Group assumed a liability
for termite damage claims, based on termite customers existing at the
acquisition date, for which a provision has been estimated. The liability
arises when a termite infestation occurs, resulting in damage to a
property which is under a termite contract, that requires subsequent
remediation by the Group. The assumptions used to estimate the
historical termite damage claim provisions are based on an
assessment of the volume and value of future claims (based on
historical information), customer churn rate,
discount rates and
inflation Starting from the acquisition date, an additional provision is
recognised for all new termite customers upon commencement of
their contract, based on the estimated average claim cost per
customer over the lifetime of the contract. The trend of volume and
value of claims will be monitored and reviewed over time and as such
the value of the provisions is also likely to change. Sensitivity analysis
is provided in Note A6.
Significant accounting judgements
Judgements made in applying accounting policies that have the most
significant effects on the amounts recognised in the Consolidated
Financial Statements are discussed below:
(a) Useful economic life of brands
The Terminix US brand, acquired in 2022, has been assessed as
having an indefinite useful life. Prior to this acquisition, all brands were
considered by management to have finite useful lives. Indefinite-lived
assets do not get amortised and, therefore, if management had judged
that the Terminix brand had a finite life then there would be a
significant amortisation expense recognised annually in the income
statement. At acquisition, the Terminix brand was valued at $1,435m,
which based on a typical 15-year life would result in an annual
amortisation charge of $96m.
Other accounting estimates
The Consolidated Financial Statements include other areas of
accounting estimates that do not meet the definition of significant
accounting estimates or accounting judgements under IAS 1.
The recognition and measurement of certain material assets and
liabilities are based on assumptions and/or are subject to longer-term
uncertainties, as follows:
(a) Impairment of goodwill and other assets
The annual review for potential impairment of goodwill and other
indefinite-lived intangible assets is primarily based on a value-in-use
model. This model uses discounted cash flows to assess whether the
goodwill carrying value can be supported or whether impairment is
required. The model uses the following assumptions about the future:
• revenue growth rate;
• operating profit margin;
• discount rate; and
• long-term growth rate (inflation).
Management anticipates that the likelihood of a reasonably possible
change in assumptions resulting in a material misstatement is remote.
Note B2 explains the impairment review process undertaken in the
year.
(b) Self-insurance provisions
The Group self-insurance provision increased significantly through the
acquisition of Terminix in 2022. Self-insurance provisions are valued
annually with the support of external actuaries. Although the carrying
value of the provision is significant, it is not expected that there would
be any change to assumptions that would cause a significant
adjustment to the carrying value in the next financial year and any
impact would be expected to crystallise over the long term.
Self-insurance provisions are disclosed in Note A6.
(c) Provisions for uncertain tax positions
The Group holds significant provisions for uncertain tax positions
on the basis of amounts expected to be paid to the tax authorities.
The Group’s current tax liabilities reflect management’s best
estimate of the future amounts of corporation tax that will be settled.
However, the actual outcome could be significantly different to the
estimate made, as the ultimate tax liability cannot be known until a
resolution has been reached with the relevant tax authority, or the
issue becomes time-barred. Note A13 discusses in detail why the
that are mandatorily effective for the current year
Except as described below, the accounting policies applied in these
Consolidated Financial Statements are the same as those applied in
the Group’s Consolidated Financial Statements for the year ended
31 December 2024.
The Group has adopted the following new standards and amendments
to standards, including any consequential amendments to other
standards, with effect from 1 January 2025:
• amendments to IAS 21 – Lack of exchangeability
The application of this amendment had no material impact on the
disclosures of the amounts recognised in the Group’s Consolidated
Financial Statements.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2025 reporting
periods, and have not been adopted early by the Group:
• IFRS 18 – Presentation and disclosure in financial statements
• IFRS 7 & IFRS 9 – Classification and Measurement of Financial
Instruments and Power Purchase Agreements (PPAs)
IFRS 18 is effective for annual periods beginning on or after 1 January
2027 and will replace IAS 1 – Presentation of financial statements.
It will introduce new requirements that are intended to help to achieve
comparability of the financial performance of similar entities, and
provide more relevant information and transparency to users. Even
though IFRS 18 will not impact the recognition or measurement of
items in the financial statements, its impacts on presentation and
disclosure are expected to be pervasive; in particular, those related
to the statement of comprehensive income or loss, and providing
management-defined performance measures within the financial
statements.
IFRS 7 & IFRS 9 is effective for annual periods beginning on or after
1 January 2026. Restatement is required under IAS 8 otherwise the
cumulative effect is recognised in the opening balance of retained
earnings and other equity components at the date of application. The
amendments clarify IFRS 9 rules for derecognition, SPPI assessment
(including ESG-linked features), and the treatment of renewable PPAs,
while IFRS 7 introduces stronger disclosure requirements for
contingent and ESG-linked terms to improve transparency.
Management is currently assessing the detailed implications of
applying the new standard on the Group’s consolidated financial
Notes to the Consolidated Financial Statements
continued
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Revenue represents the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group
expects to be entitled. All revenue is considered revenue from contracts with customers as defined by IFRS 15, including job work and sales
of goods. Under IFRS 15, revenue is recognised when a customer obtains control of goods or services in line with identifiable performance
obligations. In the majority of cases, the Group considers that the contracts it enters into are contracts for bundled services which are accounted
for as a single performance obligation. Accordingly, the majority of revenue across the Group is recognised on an output basis evenly over the
course of the contract because the customer simultaneously receives and consumes the benefits provided by the Group’s performance as it
performs. Job work is short-term contract revenue whereby the period of service is typically less than one month in duration. The performance
obligations linked to this revenue type are individual to each job due to their nature, with revenue being recognised at a point in time on
completion. Where consumables are supplied separately from the service contract, revenue is recognised at the point the goods transfer.
The transaction price reported for all contracts is the price agreed in the contract and there are no material elements of variable consideration,
financing component, or non-cash consideration. The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose
information about remaining performance obligations because the Group has a right to consideration from customers in an amount that
corresponds directly with the value to the customer of the performance obligations completed to date.
Disaggregation of revenue into region, category, and major type of revenue stream is shown below under segment reporting.
Contract service revenue
These are mainly full-service contracts, inclusive of equipment, maintenance, and consumables as required. The inclusive service is treated
as a single performance obligation.
•
Pest Control:
the Group offers a range of services, with the most common being general pest maintenance contracts. Under this type of contract,
the Group promises to provide a pest control service for the duration of the contract. In order to fulfil this promise, equipment is supplied (such
as bait boxes) and a technician maintains and monitors the equipment at a set number of visits per year. The Group considers that this type of
contract is a bundled service as the goods and services are not distinct in the context of the contract; equipment is not supplied without the
service. Some countries offer an assurance warranty-type service where any additional call-outs are included in the contract price; in other
countries, additional call-outs are chargeable. Where an assurance warranty is offered as part of the contract, revenue is recognised over the
duration of the contract. Where no such warranty is offered, revenue is recognised at a point in time when the customer is visited.
In addition, the Group offers certain termite contracts across a limited number of countries (including North America) where there is a single
performance obligation. In these contracts, revenue is recognised as the performance obligation is satisfied, which is generally over a short time
period of a few days. These contracts include assurance warranties that last for a period of 12 months from the date of service, but the warranty
is not considered to be a performance obligation under IFRS 15. These contracts are annual contracts and are therefore recognised as contract
service revenue. Some smaller acquired businesses have legacy termite contract terms that do offer service warranties, resulting in a spread
of revenues over the contractual year.
•
Hygiene & Wellbeing:
the Group offers a similar type of service to Pest Control, providing washroom equipment, consumables, and a technician
to service the washroom. This type of contract will include a set number of visits. Dispensers are replenished by the technician. Management
considers that the supply of goods and services are not distinct in the context of the contract. Dispensers and other equipment would not be
supplied without providing the full service; the equipment is controlled by the Group and ownership does not transfer to the customer. Also
included are contracts relating to interior landscaping, specifically the supply and maintenance of interior plants. Maintenance is only offered for
plants that were supplied by the Group and therefore the services are not distinct in the context of the contract. The assets are positioned and
situated by our technicians and the customer is not permitted to relocate them. At the end of the contract, any assets on the customer’s site
are recovered.
•
France Workwear:
the main type of contract is for supply and laundering of garments for commercial organisations. Supply and laundry are not
offered separately, therefore management considers the services not to be distinct in the context of the contract. The service is treated as a bundle
and a single performance obligation. Any equipment remains under ownership and control of the Group.
Job work
These services are short-term in nature and only an immaterial amount would straddle an accounting period end. There is usually only one
performance obligation, with revenue recognised at the point of completion of the work.
•
Pest Control:
an example of this type of revenue in the Pest Control category is bird-proofing, which is a one-off installation that, depending on the
size of the site, may take between a few days and several weeks to complete. There is a single performance obligation (to install bird-proofing) and
the customer is billed, and revenue recognised, at the end of the job.
•
Hygiene & Wellbeing:
this type of revenue is generated, for example, by our Specialist Hygiene team, which performs specialist cleaning services
such as graffiti removal, deep cleaning of kitchens and washrooms, trauma cleaning, flood or fire damage cleaning, and specialist deep cleaning
services. These are usually short-term jobs (less than one week) and usually there is a single performance obligation with revenue recognised on
completion of the job.
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Sale of goods
Sale of products and consumables relates mainly to the pest distribution businesses, which sell pest control products to retailers and the pest
control industry. In the Hygiene & Wellbeing business there are some sales of consumables to customers. In all cases, revenue is recognised
at the point in time that ownership transfers to the customer.
The Group does not consider that any judgements were made that would have a significant impact on the amount or timing of revenue
recognised. Those contracts in the business where revenue is recognised over time are repetitive and are based on short cycles that repeat
many times per year. Therefore, if revenue had been considered to be recognised at a point in time rather than over time, the in-year impact
would be immaterial.
Contract costs are mainly incremental costs of obtaining contracts (primarily sales commissions directly related to contracts obtained), and to
a lesser extent costs to fulfil contracts which are not within the scope of other standards (mainly incremental costs of putting resources in place
to fulfil contracts).
It is anticipated that these costs are recoverable over the life of the contract to which they relate. Accordingly, the Group capitalises them as
contract costs and amortises them over the expected life of the contracts. Management takes a portfolio approach to recognising contract costs,
and the expected length of contracts across the Group and associated amortisation periods are between three and seven years.
The contract costs recognised in the balance sheet at the period end amounted to $337m (2024: $298m; 2023: $285m). The amount of
amortisation recognised in the period was $123m (2024: $117m; 2023: $150m).
Applying the practical expedient in paragraph 94 of IFRS 15, the Group recognises the incremental costs of obtaining contracts as an expense
Contract assets and accrued income
Contract assets relate to the Group’s right to consideration for performance obligations satisfied, but where further performance obligations need
to be satisfied before the customer can be invoiced. Accrued income is recognised where all performance obligations have been satisfied but the
customer has yet to be invoiced. A receivable is recognised when all rights to consideration become unconditional, which usually occurs when
the Group issues an invoice to the customer. All opening balances have been invoiced during the year.
Contract liabilities relate to advance consideration received from customers where the performance obligations have yet to be satisfied.
All opening balances have subsequently been satisfied in the year. In most business categories where revenue is recognised over time,
Segmental information in accordance with IFRS 8 Operating Segments has been presented on the next page. The Group’s operating segments
are regions and this reflects the internal management reporting structures and the way information is reviewed by the chief operating decision
maker (the Chief Executive). The businesses within each operating segment operate in a number of different countries and sell services across
two business segments, with the workwear segment disposed of in the year.
Following the acquisition of Terminix, the majority of the Group’s activity is in North America. With effect from 1 January 2025, the Group’s
reporting structure has been changed to combine Europe including LATAM, UK & SSA, Pacific, and Asia & MENAT regions into a single operating
and reporting segment, International. The Chief Executive remains as chief operating decision maker (CODM) and reviews the results on a
monthly basis for the North America and International segments. All reporting to the Board is also done on this basis. Comparative segmental
financial information for 2024 and 2023 has been represented.
Disaggregated revenue under IFRS 15 is the same as the segmental analysis below. Restructuring costs, one-off and adjusting items, amortisation
and impairment of intangible assets (excluding computer software), and central and regional costs are presented at a Group level as they are not
targeted or managed at reportable segment level. The basis of presentation is consistent with the information reviewed by internal management.
Notes to the Consolidated Financial Statements
continued
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Revenue and Profit
Operating | Operating | Operating | ||||
Revenue | Revenue | Revenue | profit | profit | profit | |
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
$m | $m | $m | $m | $m | $m | |
North America | ||||||
Pest Control | 4,148 | 4,026 | 3,981 | 720 | 688 | 745 |
Hygiene & Wellbeing | 146 | 138 | 131 | 29 | 25 | 23 |
Sub-total North America | 4,294 | 4,164 | 4,112 | 749 | 713 | 768 |
International | ||||||
Pest Control | 1,555 | 1,455 | 1,355 | 323 | 299 | 286 |
Hygiene & Wellbeing | 1,059 | 998 | 918 | 195 | 180 | 169 |
Sub-total International | 2,614 | 2,453 | 2,273 | 518 | 479 | 455 |
Total | 6,908 | 6,617 | 6,385 | 1,267 | 1,192 | 1,223 |
Central and regional overheads | – | – | – | (191) | (175) | (150) |
Restructuring costs | – | – | – | (6) | (9) | (9) |
Revenue and Adjusted Operating Profit | 6,908 | 6,617 | 6,385 | 1,070 | 1,008 | 1,064 |
One-off and adjusting items | (287) | (110) | (119) | |||
Amortisation and impairment of intangible assets 1 | (199) | (254) | (218) | |||
Operating profit | 584 | 644 | 727 | |||
Finance income | 46 | 59 | 60 | |||
Finance cost | (250) | (250) | (232) | |||
Share of profit from associates net of tax | 10 | 9 | 11 | |||
Profit before income tax | 390 | 462 | 566 |
1.
Excluding computer software, which is included in our segment operating profit measure.
Revenue and operating profit relate to the main groups of business segment and activity of Pest Control and Hygiene & Wellbeing following the
disposal of France Workwear. Central and regional overheads represent corporate expenses that are not directly attributable to any reportable
segment. Business segment revenue and operating profit are shown in the table below:
Operating | Operating | Operating | ||||
Revenue | Revenue | Revenue | profit | profit | profit | |
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
$m | $m | $m | $m | $m | $m | |
Pest Control | 5,703 | 5,481 | 5,336 | 1,043 | 987 | 1,031 |
Hygiene & Wellbeing | 1,205 | 1,136 | 1,049 | 224 | 205 | 192 |
Total business segments | 6,908 | 6,617 | 6,385 | 1,267 | 1,192 | 1,223 |
Central and regional overheads | – | – | – | (191) | (175) | (150) |
Restructuring costs | – | – | – | (6) | (9) | (9) |
Revenue and Adjusted Operating Profit | 6,908 | 6,617 | 6,385 | 1,070 | 1,008 | 1,064 |
One-off and adjusting items | (287) | (110) | (119) | |||
Amortisation and impairment of intangible assets 1 | (199) | (254) | (218) | |||
Operating profit | 584 | 644 | 727 |
1.
Excluding computer software, which is included in our segment operating profit measure.
Analysis of revenue by type
Revenue | Revenue | Revenue | |
2025 | 2024 | 2023 | |
$m | $m | $m | |
Contract service revenue | 4,803 | 4,643 | 4,489 |
Job work | 1,549 | 1,472 | 1,365 |
Sales of goods | 556 | 502 | 531 |
Total | 6,908 | 6,617 | 6,385 |
Revenue from external customers attributed to the UK amounted to $497m (2024: $466m; 2023: $401m), with overseas countries accounting
for the balance of $6,411m (2024: $6,151m; 2023: $5,984m). In 2025, the only country accounting for more than 10% of revenue from external
customers was the US, totalling $4,184m (2024: $4,056m; 2023: $4,006m).
The Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from
transactions with any single customer.
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Segment assets and liabilities are not provided because they are not reported to, or reviewed by, our CODM.
Revenue and non-current assets for the country of domicile (UK), the US, France, Australia, India, and Spain (being the largest countries outside
the UK), and for all other countries are:
Non-current | Non-current | Non-current | ||||
Revenue | assets 1 | Revenue | assets 1 | Revenue | assets 1 | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
$m | $m | $m | $m | $m | $m | |
UK | 497 | 374 | 466 | 335 | 401 | 307 |
USA | 4,184 | 8,499 | 4,056 | 8,554 | 4,006 | 8,578 |
France | 186 | 103 | 176 | 358 | 170 | 359 |
Australia | 252 | 230 | 247 | 216 | 225 | 211 |
India | 93 | 104 | 88 | 110 | 74 | 102 |
Spain | 110 | 95 | 98 | 88 | 90 | 98 |
Other countries | 1,586 | 922 | 1,486 | 812 | 1,419 | 869 |
Total | 6,908 | 10,327 | 6,617 | 10,473 | 6,385 | 10,524 |
1.
Non-current assets include: intangible assets; property, plant and equipment; right-of-use assets; contract cost assets; and non-current other receivables.
Other segment items included in the consolidated income statement are as follows:
Depreciation, | Net impairment | Depreciation, | Net impairment | Depreciation, | Net impairment | |
amortisation and | losses on | amortisation and | losses on | amortisation and | losses on | |
impairment | financial assets | impairment | financial assets | impairment | financial assets | |
2025 | 2025 | 2024 | 2024 | 2023 | 2023 | |
$m | $m | $m | $m | $m | $m | |
North America | 256 | 66 | 269 | 62 | 270 | 43 |
International | 238 | 8 | 263 | 9 | 218 | 6 |
Central and regional | 34 | – | 33 | – | 28 | – |
Total | 528 | 74 | 565 | 71 | 516 | 49 |
number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust (see note at the bottom of the
Consolidated Statement of Changes in Equity) which are treated as cancelled, and including share options for which all conditions have been met.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary
shares. The Group’s potentially dilutive ordinary shares relate to the contingent issuable shares under the Group’s LTIPs to the extent that the
performance conditions have been met at the end of the period. These share options are issued for nil consideration to employees if performance
For the calculation of diluted earnings per share, 477,325 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2025 (2024: 435,578; 2023: 18,422).
Details of the calculation of earnings per share are set out below:
2025 | 2024 | 2023 | ||
$m | $m | $m | ||
Profit attributable to equity holders of the Company from continuing operations | 290 | 346 | 437 | |
Profit attributable to equity holders of the Company from discontinued operations | B7 | 180 | 46 | 37 |
Total profit attributable to equity holders of the Company | 470 | 392 | 474 | |
Weighted average number of ordinary shares in issue (million) | 2,524 | 2,521 | 2,516 | |
Adjustment for potentially dilutive shares (million) | 11 | 7 | 11 | |
Weighted average number of ordinary shares for diluted earnings per share (million) | 2,535 | 2,528 | 2,527 | |
Earnings per share for continuing operations | ||||
Basic earnings per share (cents) | 11.49 | 13.72 | 17.37 | |
Diluted earnings per share (cents) | 11.44 | 13.69 | 17.29 | |
Earnings per share for discontinued operations | ||||
Basic earnings per share (cents) | 7.13 | 1.82 | 1.47 | |
Diluted earnings per share (cents) | 7.10 | 1.82 | 1.46 | |
Total earnings per share | ||||
Basic earnings per share (cents) | 18.62 | 15.54 | 18.84 | |
Diluted earnings per share (cents) | 18.54 | 15.51 | 18.75 |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
160
Annual Report 2025
30 days and are all classified as current. The amount of the provision for impairment is recognised in the income statement and movements on
provisions for impaired trade receivables are recognised within operating expenses in the income statement. Amounts are generally charged
to the provision for impairment of trade receivables when there is no expectation of recovering additional cash.
Expected credit loss (ECL) calculations are performed and are used to calculate the provision for impairment of trade receivables.
ECL calculations are a probability-weighted estimate of credit losses and are performed at country level. The Group applies the simplified method
of applying lifetime ECLs to trade receivables using an allowance matrix to measure the ECLs of trade receivables from its customers, which
comprise customer portfolios across several countries. Credit risk factors that are considered as part of ECL calculations may include, but are not
limited to: payment history, customer size, customer type (national/residential/commercial/government), age of debt, industry strength, economy,
environmental factors such as climate change, and product or service provided.
Loss allowances are also calculated on other financial assets, although the amounts are generally not significant and the asset is recognised net
There is limited concentration of credit risk with respect to trade receivables due to the Group’s customer base being large and diverse.
The amount of credit risk with respect to customers is represented by the carrying amount on the balance sheet. The Group policy is that credit
facilities for new customers are approved by designated managers at regional level. Credit limits are set with reference to trading history and
reports from credit rating agencies where they are available. Where this is not feasible, the Group may request payment in advance of work being
carried out, or settlement by credit card on completion of the work. There are no trade receivables that would otherwise be past due or impaired
2025 |
2024 |
|
$m |
$m |
|
Trade receivables |
877 |
883 |
Less: provision for impairment of trade receivables |
(78) |
(82) |
Trade receivables – net |
799 |
801 |
Other receivables 1 |
172 |
160 |
Prepayments |
84 |
96 |
Accrued income |
145 |
147 |
Contract assets |
3 |
4 |
Total |
1,203 |
1,208 |
Analysed as follows: |
||
Non-current |
52 |
71 |
Current |
1,151 |
1,137 |
Total |
1,203 |
1,208 |
1.
Other receivables are stated net of loss allowance of $nil (2024: $nil).
is as follows:
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
At 1 January |
82 |
87 |
87 |
Exchange differences |
3 |
(1) |
(4) |
Additional provision |
82 |
80 |
59 |
Receivables written off as uncollectable |
(79) |
(80) |
(48) |
Unused amounts reversed |
(7) |
(8) |
(10) |
Acquisition of companies and businesses |
– |
4 |
3 |
Disposal of companies and businesses |
(3) |
– |
– |
At 31 December |
78 |
82 |
87 |
The ageing of trade receivables and provision for impairment is as follows:
Trade |
Provision for |
Trade |
Provision for |
|
receivables |
impairment |
receivables |
impairment |
|
2025 |
2025 |
2024 |
2024 |
|
$m |
$m |
$m |
$m |
|
Not due |
387 |
– |
362 |
– |
Overdue by less than 1 month |
206 |
(1) |
213 |
(1) |
Overdue by between 1 and 3 months |
108 |
(6) |
152 |
(4) |
Overdue by between 3 and 6 months |
79 |
(9) |
67 |
(14) |
Overdue by between 6 and 12 months |
46 |
(17) |
49 |
(25) |
Overdue by more than 12 months |
51 |
(45) |
40 |
(38) |
At 31 December |
877 |
(78) |
883 |
(82) |
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Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
161
Annual Report 2025
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2025 |
2024 |
|
$m |
$m |
|
Pound sterling |
79 |
71 |
Euro |
167 |
200 |
US dollar |
380 |
378 |
Other currencies |
251 |
234 |
Carrying value |
877 |
883 |
finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs, and related production overheads
(based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price less applicable variable
2025 |
2024 |
|
$m |
$m |
|
Raw materials |
18 |
19 |
Work in progress |
1 |
4 |
Finished goods |
289 |
264 |
308 |
287 |
An inventory impairment charge of $1m was recognised in 2025 (2024: $2m; 2023: $4m). Inventory recognised as an expense during the period
2025 |
2024 |
|
$m |
$m |
|
Trade payables |
382 |
394 |
Social security and other taxes |
109 |
114 |
Other payables |
86 |
119 |
Accruals |
483 |
432 |
Contract liabilities 1 |
292 |
312 |
Deferred consideration |
16 |
21 |
Contingent consideration 2 |
70 |
94 |
Total |
1,438 |
1,486 |
Analysed as follows: |
||
Other payables |
25 |
38 |
Deferred consideration |
– |
1 |
Contingent consideration 2 |
21 |
47 |
Total non-current portion |
46 |
86 |
Current portion |
1,392 |
1,400 |
Total |
1,438 |
1,486 |
1.
Contract liabilities represents customer invoices where performance obligations have not yet been satisfied. All opening balances have subsequently been satisfied in the year.
In most business categories, our customers are invoiced in advance or simultaneously with performance obligations being satisfied.
2. Contingent consideration includes put option liability of $31m (2024: $33m).
Other than the put options, there are no liabilities in the table above that bear interest or are discounted, and therefore the cash flows are equal to
the carrying value of the liabilities. Cash is due to flow between one and five years for all non-current liabilities and not beyond. Fair value is equal
to carrying value for all trade and other payables. There is no material difference between the fair value and carrying value for all trade and other
payables.
Put options are held following the acquisition of PCI in 2017, where the seller may require the Group to purchase the remaining shares of the
business in stages over a fixed term between 2023 and 2027. The put options are accounted for as an anticipated acquisition of the remaining
shares and no non-controlling interest is recognised. The Group recognised a put option liability for the anticipated acquisition of these shares
in contingent consideration, and any movements in the carrying value are recognised through Profit and Loss. The third put option is yet to be
exercised and the Group’s total shareholding in PCI remains at 73%. Given the volume of acquisitions and the variety of inputs to the valuation
of contingent consideration (depending on each transaction), there is not considered to be any change in input that would have a material impact
on the contingent consideration liability.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
162
Annual Report 2025
The currency split of trade and other payables is as follows:
2025 |
2024 |
|
$m |
$m |
|
Pound sterling |
196 |
207 |
Euro |
228 |
284 |
US dollar |
667 |
666 |
Other currencies |
347 |
329 |
Carrying value |
1,438 |
1,486 |
The ageing of trade payables is as follows:
2025 |
2024 |
|
$m |
$m |
|
Less than one year |
382 |
393 |
Between one and five years |
– |
1 |
More than five years |
– |
– |
Total |
382 |
394 |
a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount
Future cash flows relating to these obligations are discounted when the effect is material. The effect of discounting environmental provisions
and other provisions is not considered to be material due to the low level of expected future cash flows. Termite damage claim provisions
and self-insurance provisions are discounted, and the majority of these provisions are held in the US. The discount rate used is based
on US government bond rates, and was 3.94%–5.16% (2024: 4.48%–5.25%).
Termite damage |
Self- |
||||
claims |
insurance |
Environmental |
Other |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
At 1 January 2024 |
330 |
209 |
21 |
14 |
574 |
Exchange differences |
– |
– |
(1) |
(1) |
(2) |
Additional provisions |
25 |
126 |
1 |
10 |
162 |
Used during the year |
(86) |
(105) |
(3) |
(12) |
(206) |
Unused amounts reversed |
(16) |
– |
(1) |
(2) |
(19) |
Acquisition of companies and businesses |
– |
– |
– |
2 |
2 |
Unwinding of discount on provisions |
13 |
1 |
– |
– |
14 |
At 31 December 2024 |
266 |
231 |
17 |
11 |
525 |
At 1 January 2025 |
266 |
231 |
17 |
11 |
525 |
Exchange differences |
– |
– |
– |
2 |
2 |
Additional provisions |
201 |
126 |
6 |
10 |
343 |
Used during the year |
(95) |
(89) |
(3) |
(12) |
(199) |
Unused amounts reversed |
– |
(2) |
– |
(3) |
(5) |
Acquisition of companies and businesses |
– |
– |
– |
2 |
2 |
Disposal of companies and businesses |
– |
– |
(9) |
– |
(9) |
Unwinding of discount on provisions |
12 |
1 |
– |
– |
13 |
At 31 December 2025 |
384 |
267 |
11 |
10 |
672 |
2025 |
2024 |
|
Total |
Total |
|
$m |
$m |
|
Analysed as follows: |
||
Non-current |
397 |
381 |
Current |
275 |
144 |
Total |
672 |
525 |
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Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
163
Annual Report 2025
Termite damage claims
The Group holds provisions for termite damage claims covered by contractual warranties. Termite damage claim provisions are subject to
significant assumptions and estimation uncertainty. The assumptions included in valuing termite provisions are based on an estimate of the
volume and value of future claims (based on historical), customer churn rates, discount rates and inflation. Additional amendments may be
necessary based on specific underlying facts of the particular legal claim as and when they develop. These provisions are expected to be
substantially utilised within the next 15 years at a declining rate. The trend of volume and value of claims is monitored and reviewed over time
(with the support of external advisors). It is reasonably possible, based on experience to date, that outcomes within the next financial year that are
different from the assumption could require an adjustment to the carrying amount of the provision.
The Group’s provision relates to legacy customer claims (contracts from the period prior to the acquisition of Terminix), estimated at $358m (2024:
$246m); and new customer claims, estimated at $26m (2024: $20m). The sensitivity of the legacy claims liability balance to changes in the inputs
is illustrated as follows:
•
Discount rate
– The exposure to termite damage claims is largely based within the US, therefore measurement is based on a seven-year US bond
risk-free rate. During 2025, interest rates (and therefore discount rates) have decreased. Rates could move in either direction and management has
modelled that an increase/decrease of 50 bps in yields would decrease/increase the provision by $7m (2024: $6m). Over the 12 months to 31
December 2025, seven-year risk-free rate yields have decreased 54 bps from 4.48% to 3.94% (2024: increased 60 bps).
•
Claim value
– Claim value forecasts have been based on the latest available historical settled Termite claims. Claims values are dependent on a
range of inputs including, housing costs, materials costs (e.g. timber), whether a claim becomes litigated or not, and specific circumstances
including contributory factors at the premises. Management has used an average of claim costs for the last 12 months for non-litigated claims and
24 months for litigated claims, adjusted where necessary to account for ageing of claims, to determine an estimate for costs per claim. Fluctuations
in input prices (e.g. timber prices), as have been experienced over recent years, means that there is potential for volatility in claim values and
therefore future material changes in provisions. Management has modelled that an increase/decrease of 5% in litigated claim values would
increase/decrease the provision by c.$5m (2024: $4m) and an increase/decrease of 5% in non-litigated claim values would increase/decrease the
provision by c.$9m (2024: $8m). Over the 12 months to 31 December 2025, costs per litigated claim rose by c.48% (2024: rose 8%) and non-litigated
costs rose by 8% (2024: 45%). Actual value of claims settled in the year to December 2025 has been at a combined cost per claim 14% higher than
that seen throughout 2024. This is not representative of management’s expectation of future costs as ageing of claims, which drives an increased
cost per claim, has reduced in recent months along with a flattening of global inflation, and cost per claim is expected to continue to improve.
•
Claim rate
– Management has estimated claim rates based on historical incurred claims. Data has been captured, to establish incidence curves that
can be used to estimate likely future cash outflows. Changes in rates of claim are largely outside the Group’s control and may depend on litigation
trends within the US, and other external factors such as how often customers move property and how well they maintain those properties. This
causes estimation uncertainty that could lead to material changes in provision measurement. Management has modelled that an increase/decrease
of 5% in litigated claim rates would increase/decrease the provision by c.$5m (2024: $4m) and an increase/decrease of 5% in non-litigated claim
rates would increase/decrease the provision by c.$9m (2024: $8m) accordingly. Over the 12 months to 31 December 2025, litigated claim rates rose
by 75% (2024: fell 52%) and non-litigated claim rates fell by 6% (2024: rose 7%).
•
Customer churn rate
–If customers choose not to renew their contracts each year, then the assurance warranty falls away. As such there is
sensitivity to the assumption on how many customers will churn out of the portfolio of customers each year. Data has been captured and analysed
to establish incidence curves for customer churn, and forward-looking assumptions have been made based on these curves. Changes in churn
rates are subject to macroeconomic factors and the performance of the Group. A 1% increase or decrease in customer churn rates, would decrease
or increase the provision by $13m (2024: $9m), accordingly. On average over the last 10 years churn rates have moved by +/– c.2% per annum
(2024: +/-2%).
•
Inflation rate
– The exposure to termite damage claims is largely based within the United States and therefore measurement is based on expected
long term inflation trends. Settlement costs are driven by a number of factors as discussed in the claim cost section. Management has seen a trend
that these costs have tracked above baseline US inflation rates and therefore a premium is taken to expected future inflation rates of 1% per annum.
Rates could move in either direction and management has modelled that an increase/decrease of 50 bps would increase/decrease the provision by
$6m (2024: $5m).
Self-insurance
The Group’s self-insurance provisions provide coverage for exposures related to the self-insured retention (SIR), or excesses/deductibles, mainly
on General (Public) Liability, Third-Party Automobile Liability and Workers’ Compensation policies. In order to help mitigate the cost of external
insurance, the Group self-insures a level of cover on its major insurance policies. At 31 December 2025, the Group recognised provisions of
$267m (2024: $231m) in relation to these risks, and the Group retains the primary obligation for these matters. External actuaries are used to help
management estimate the provisions held. Due to the nature of the claims, the timing of utilisation of these provisions is uncertain.
Based on confirmed insurance coverage, and management’s assessment that reimbursement is virtually certain, a separate reimbursement asset
of $43m (2024: $30m) is recognised within Other Receivables in Note A3. The reimbursement asset is not offset against the related provision in
accordance with IAS 37.53.
Environmental
The Group owns, or formerly owned, a number of properties in Europe and the US where environmental contamination is being managed.
These issues tend to be complex to determine and resolve and may be material, although it is often not possible to accurately predict future
costs of management or remediation reliably. Provisions are held where liability is probable and costs can be reliably estimated. Contingent
liabilities exist where the conditions for recognising a provision under IAS 37 have not been met. The Group monitors such properties to
determine whether further provisions are necessary. The provisions that have been recognised are expected to be substantially utilised within
the next five years.
Other
Other provisions principally comprise amounts required to cover obligations arising and costs relating to disposed businesses and restructuring
costs. Other provisions also includes costs relating to onerous contracts and property dilapidations settlements. Existing provisions are expected
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
164
Annual Report 2025
Operating expenses from continuing operations include the following items:
2025 |
2024 |
2023 |
||
Notes |
$m |
$m |
$m |
|
Employee costs |
A9 |
3,241 |
3,128 |
3,045 |
Direct materials and services |
1,166 |
1,089 |
1,087 |
|
Vehicle costs |
368 |
360 |
345 |
|
Property costs |
144 |
131 |
129 |
|
Depreciation and impairment of property, plant and equipment |
B3 |
135 |
129 |
123 |
Amortisation and impairment of intangible assets |
B2 |
236 |
287 |
250 |
Other operating expenses 1 |
960 |
778 |
630 |
|
Total operating expenses |
6,250 |
5,902 |
5,609 |
1.
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Fees payable to the Company’s auditors for the audit of the Parent Company and Group accounts |
5 |
6 |
5 |
Audit of accounts of subsidiaries of the Group |
8 |
8 |
9 |
Audit-related assurance services 1 |
1 |
– |
– |
Total |
14 |
14 |
14 |
1.
Fees for 2024 and 2023, related to the attestation report required by Section 404 of the Sarbanes-Oxley Act, have been reclassified from the audit-related assurance services, to “Fees
payable to the Company’s auditors for the audit of the Parent Company and Group accounts” and “Audit of accounts of subsidiaries of the group”, to conform to the current year
The Group recognises a liability and an expense for bonuses and profit-sharing, based on calculations of achievements of financial performance
targets and the best estimate of the obligation to employees related to personal performance criteria being achieved. A liability is recognised
where a contractual obligation exists or where past practice indicates that there is a constructive obligation to make such payments in the future.
Holiday pay
Paid holidays are regarded as an employee benefit and as such are charged to the income statement as the benefits are earned. An accrual
is made at the balance sheet date to reflect the fair value of holidays earned but not yet taken.
Termination benefits
Termination benefits are payable when an employment is terminated before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either:
terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination
benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Wages and salaries |
2,862 |
2,782 |
2,783 |
Social security costs |
284 |
261 |
186 |
Share-based payments |
28 |
25 |
34 |
Pension costs: |
|||
– defined contribution plans |
61 |
57 |
39 |
– defined benefit plans |
6 |
3 |
3 |
3,241 |
3,128 |
3,045 |
2025 |
2024 |
2023 |
|
Number |
Number |
Number |
|
Processing and service delivery |
47,620 |
46,381 |
45,323 |
Sales and marketing |
7,590 |
7,584 |
7,245 |
Administration and overheads |
8,874 |
9,095 |
8,447 |
64,084 |
63,060 |
61,015 |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
165
Annual Report 2025
Emoluments of the Directors of Rentokil Initial plc are detailed below.
Highest paid Director |
Other Directors |
|
$000 |
$000 |
|
2023 |
||
Aggregate emoluments excluding share options |
2,416.4 |
1,478.5 |
Aggregate gains made by Directors on exercise of share options |
4,639.7 |
– |
Aggregate amount receivable under long-term incentive schemes |
1,738.7 |
603.8 |
Aggregate value of Company contributions to defined contribution pension schemes |
– |
– |
8,794.8 |
2,082.3 |
|
2024 |
||
Aggregate emoluments excluding share options |
1,319.2 |
809.0 |
Aggregate gains made by Directors on exercise of share options |
6,162.3 |
– |
Aggregate amount receivable under long-term incentive schemes |
1,120.3 |
563.3 |
Aggregate value of Company contributions to defined contribution pension schemes |
– |
– |
8,601.8 |
1,372.3 |
|
2025 |
||
Aggregate emoluments excluding share options |
3,160.8 |
2,353.5 |
Aggregate gains made by Directors on exercise of share options |
4,514.3 |
– |
Aggregate amount receivable under long-term incentive schemes |
1,151.8 |
– |
Aggregate value of Company contributions to defined contribution pension schemes |
– |
– |
8,826.9 |
2,353.5 |
2025 |
2024 |
2023 |
|
Number |
Number |
Number |
|
Number of Directors accruing retirement benefits |
|||
– defined contribution schemes |
– |
– |
– |
– defined benefit schemes |
– |
– |
– |
Number of Directors exercising share options 1 |
1 |
1 |
1 |
Number of Directors receiving shares as part of long-term incentive schemes |
1 |
2 |
2 |
1.
The highest-paid Director exercised 964,464 (2024: 986,515; 2023: 971,802) share options during the year.
covering many of its employees.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.
The Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual, or voluntary basis. The Group has
no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when
they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Defined benefit pension plans
A defined benefit pension plan is a plan that defines the amount of future pension benefit that an employee will receive on retirement, usually
dependent on one or more factors such as years of service, compensation, and age.
The asset or liability recognised in the balance sheet in respect of defined benefit pension plans is the fair value of plan assets, less the present
value of the defined benefit obligation at the balance sheet date. The Group determines the net interest on the net defined benefit asset for the
period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined
benefit asset. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present
value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that have a credit rating of at least AA, are denominated in the currency in which the benefits will be paid, and have terms
to maturity approximating to the terms of the related pension liability. The Group will recognise a pension surplus as an asset where there is an
unconditional right to a refund or where the Group has a right to reduce future pension contributions, taking into account the adverse effect of
any minimum funding requirements.
Current and past service costs, to the extent they have vested, and curtailments are recognised as charges or credits against operating profit in
the income statement. Interest income on the net defined benefit asset is recognised in finance income. Remeasurement gains and losses arising
from experience adjustments, return on plan assets, and changes in actuarial assumptions are charged or credited to the Consolidated Statement
The largest retirement benefit obligation in the Group is the Rentokil Initial Irish Pension Scheme (which is in a surplus position).
A number of smaller defined benefit and defined contribution schemes operate elsewhere, which are also funded through payments
to trustee-administered funds or insurance companies.
Defined benefit schemes are reappraised annually by independent actuaries based upon actuarial assumptions. Judgement is required
in determining these actuarial assumptions, but this is not considered by management to be a significant accounting judgement as defined
under IAS 1.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
166
Annual Report 2025
The assumptions used for the Rentokil Initial Irish Pension Scheme are shown below:
31 December | 31 December | |
2025 | 2024 | |
Weighted average % | ||
Discount rate | 4.3% | 3.5% |
Future salary increases | n/a | n/a |
Future pension increases | 2.0% | 2.1% |
Inflation | 2.0% | 2.1% |
Risks
The scheme exposes the Company to a number of risks, the most significant of which are:
Asset volatility – Scheme liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this
yield, this will create a reduction in the current surplus position. The scheme holds a small proportion of growth assets (equities) which, although
expected to outperform corporate bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored
to ensure it remains appropriate given the long-term scheme objectives.
Changes in bond yields – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes,
although this will be partially offset by an increase in the value of the scheme’s bond holdings.
Inflation risk – An increase in inflation expectations will increase the value placed on the scheme’s liabilities for accounting purposes, although
this may be partially offset to the extent that the scheme’s bond holdings include investments linked to inflation.
Life expectancy – The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the liabilities.
For the Rentokil Initial Irish Pension Scheme, the expected duration is 15–16 years.
Pension benefits
The movement in the net defined benefit obligation for all Group pension schemes over the accounting period is as follows:
Present value | Fair value of | Present value | Fair value of | |||
of obligation | plan assets | Total | of obligation | plan assets | Total | |
2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
$m | $m | $m | $m | $m | $m | |
At 1 January | (71) | 43 | (28) | (77) | 45 | (32) |
Current service costs¹ | (1) | – | (1) | – | – | – |
Interest on defined benefit obligation/asset¹ | (2) | 1 | (1) | (2) | 2 | – |
Exchange difference | (6) | 4 | (2) | 2 | (3) | (1) |
Total pension (expense)/income | (9) | 5 | (4) | – | (1) | (1) |
Remeasurements: | ||||||
– Remeasurement loss on scheme assets | – | (1) | (1) | – | – | – |
– Remeasurement gain on obligation | 2 | – | 2 | – | – | – |
Transfers | ||||||
– Transferred on disposal of business | 8 | – | 8 | – | – | – |
Contributions: | ||||||
– Employers | (1) | 2 | 1 | (1) | 1 | – |
– Benefit payments | 3 | (2) | 1 | 7 | (2) | 5 |
At 31 December | (68) | 47 | (21) | (71) | 43 | (28) |
Retirement benefit obligation schemes² | (49) | 22 | (27) | (53) | 21 | (32) |
Retirement benefit asset schemes³ | (19) | 25 | 6 | (18) | 22 | 4 |
1.
Service costs and administration expenses are charged to operating expenses, and interest cost and return on plan assets to finance cost and finance income.
2. Benefit plans in an obligation position include plans situated in Austria, France, Germany, Hong Kong, India, Italy, Martinique, Norway, the Philippines, Saudi Arabia, South Africa,
South Korea, Sri Lanka, Thailand, Trinidad and Tobago, and the UK.
3. Benefit plans in an asset position include plans situated in Australia, Barbados, and Ireland.
Of the $68m (2024: $71m) of obligations in the table above, $16m (2024: $22m) is unfunded.
Total contributions payable to defined benefit pension schemes in 2026 are expected to be less than $1m.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
167
Annual Report 2025
The fair value of plan assets at the balance sheet date is analysed as follows:
2025 |
2024 |
|
$m |
$m |
|
Equity instruments |
4 |
4 |
Debt instruments – unquoted |
20 |
18 |
Property |
1 |
1 |
Other |
22 |
20 |
Total plan assets |
47 |
43 |
Where available, the fair values of assets are quoted prices (e.g. listed equity, sovereign debt, and corporate bonds). In other cases, the market
value as provided by the fund managers has been used in accordance with IFRS 13 Fair Value Measurement:
• unquoted debt instruments (level 2);
• interest and inflation rate hedging instruments (level 2); and
• pooled investment funds (level 3).
Other significant assets are valued based on observable market inputs. Other assets primarily consist of cash.
The cumulative actuarial gain recognised in the Consolidated Statement of Comprehensive Income was $44m (2024: $43m). A remeasurement
The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share
Plan. The economic cost of awarding shares and share options to employees is recognised as an expense in the income statement, equivalent
to the fair value of the benefit awarded. The fair value of the Performance Share Plan is determined by reference to option pricing models,
principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted
Black-Scholes model. The charge for both plans is recognised in the income statement over the vesting period of the award. At each balance
sheet date, the Group revises its estimate of the number of shares that vest or options that are expected to become exercisable. Any revision to
the original estimates (other than those which are a result of movements in total shareholder return (TSR)) is reflected in the income statement
with a corresponding adjustment to equity immediately to the extent it relates to past service, and the remainder over the rest of the vesting
Performance Share Plan and Restricted Share Plan
The Company has operated a share-based incentive for senior managers worldwide since 2006, initially through a Performance Share Plan, and
then in 2023 a Restricted Share Plan was introduced. The main features of the schemes are as follows:
• For Performance Share Plan awards made in 2023, 2024, and 2025, 50% of the award is based on TSR and 50% is based on performance against
certain strategic and financial measures over the vesting period.
• For Restricted Share Plan awards made in 2023, 2024 and 2025, there are no performance conditions attached.
• The value of dividends paid during the vesting period is paid on the number of shares that ultimately vest in the form of additional shares.
For awards that are nil-cost options made prior to May 2021, this is the value of dividends between grant and exercise.
The total charge for the year relating to equity-settled share-based payment plans was $28m (2024: $25m; 2023: $32m). This includes charges
for the Performance Share Plan and Restricted Share Plan of $28m (2024: $25m; 2023: $20m). In 2023, there were charges relating to the
transfer of existing long-term incentive plans in Terminix and a non-recurring retention award totalling $12m. A summary of the number of shares
in active Performance Share Plans is shown below:
Share options outstanding |
Share options exercisable |
||||||||||
Scheme |
Shares |
Shares |
Shares |
Shares |
Shares |
Shares |
Shares |
Shares |
Shares |
||
interest at |
awarded |
lapsed |
vested |
outstanding at |
exercisable at |
vested |
exercised |
lapsed |
exercisable at |
||
Year of |
Vesting |
1 January |
during |
during |
during |
31 December |
1 January |
during |
during |
during |
31 December |
Grant |
Year |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2015 |
2018 |
– |
– |
– |
– |
– |
1,183,287 |
– |
(1,183,287) |
– |
– |
2016 |
2019 |
– |
35,895 |
– |
(35,895) |
– |
1,423,870 |
35,895 |
(177,522) |
– |
1,282,243 |
2017 |
2020 |
– |
29,651 |
(70) |
(29,581) |
– |
1,172,343 |
29,581 |
(42,610) |
– |
1,159,314 |
2018 |
2021 |
– |
37,102 |
(1,032) |
(36,070) |
– |
1,515,273 |
36,070 |
(74,885) |
– |
1,476,458 |
2019 |
2022 |
– |
37,188 |
(1,493) |
(35,695) |
– |
1,518,848 |
35,695 |
(97,191) |
– |
1,457,352 |
2020 |
2023 |
– |
26,635 |
(1,879) |
(24,756) |
– |
1,071,405 |
24,756 |
(62,325) |
– |
1,033,836 |
2021 |
2024 |
– |
21,432 |
(11,583) |
(9,849) |
– |
891,443 |
9,849 |
(81,222) |
– |
820,070 |
2022 |
2025 |
3,918,992 |
83,051 (2,502,398) (1,499,645) |
– |
47,415 1,499,645 |
(540,593) |
– |
1,006,467 |
|||
2023 |
2026 |
4,031,442 |
828 |
(317,038) |
(6,375) 3,708,857 |
– |
6,375 |
(6,375) |
– |
– |
|
2024 |
2027 |
6,598,782 |
6,583 (1,216,776) |
(67,951) 5,320,638 |
– |
67,951 |
(67,951) |
– |
– |
||
2025 |
2028 |
– |
8,090,985 |
(611,953) |
– |
7,479,032 |
– |
– |
– |
– |
– |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
168
Annual Report 2025
Share options outstanding | Share options exercisable | ||||||||||
Scheme | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | ||
interest at | awarded | lapsed | vested | outstanding at | exercisable at | vested | exercised | lapsed | exercisable at | ||
Year of | Vesting | 1 January | during | during | during | 31 December | 1 January | during | during | during | 31 December |
Grant | Year | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 |
2013 | 2016 | – | – | – | – | – | 69 | – | (69) | – | – |
2014 | 2017 | – | – | – | – | – | 1,151,851 | – | (1,151,851) | – | – |
2015 | 2018 | – | 26,277 | – | (26,277) | – | 1,251,052 | 26,277 | (94,042) | – | 1,183,287 |
2016 | 2019 | – | 31,575 | – | (31,575) | – | 1,427,960 | 31,575 | (35,665) | – | 1,423,870 |
2017 | 2020 | – | 26,381 | – | (26,381) | – | 1,209,932 | 26,381 | (62,824) | (1,146) 1,172,343 | |
2018 | 2021 | – | 33,926 | – | (33,926) | – | 1,564,454 | 33,926 | (80,787) | (2,320) 1,515,273 | |
2019 | 2022 | – | 34,750 | – | (34,750) | – | 1,770,998 | 34,750 | (286,233) | (667) 1,518,848 | |
2020 | 2023 | – | 24,304 | – | (24,304) | – | 1,241,998 | 24,304 | (193,231) | (1,666) 1,071,405 | |
2021 | 2024 | 3,632,199 | 81,393 (1,878,836) (1,834,756) | – | – | 1,834,756 | (813,178) | (130,135) | 891,443 | ||
2022 | 2025 | 4,665,701 | 6,005 | (705,299) | (47,415) 3,918,992 | 5,951 | 47,415 | (5,951) | – | 47,415 | |
2023 | 2026 | 4,638,991 | 3,066 | (610,615) | – | 4,031,442 | – | – | – | – | – |
2024 | 2027 | – | 7,110,973 | (512,191) | – | 6,598,782 | – | – | – | – | – |
A summary of the number of shares in active Restricted Share plans is shown below:
Share options outstanding | Share options exercisable | ||||||||||
Scheme | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | ||
interest at | awarded | lapsed | vested | outstanding at | exercisable at | vested | exercised | lapsed | exercisable at | ||
Year of | Vesting | 1 January | during | during | during | 31 December | 1 January | during | during | during | 31 December |
Grant | Year | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | 2025 |
2023 | 2025 | 320,025 | 16,894 | (295,844) | (41,075) | – | – | 41,075 | (41,075) | – | – |
2023 | 2026 | 794,075 | 832 | (238,242) | (146,110) | 410,555 | – | 146,110 | (146,110) | – | – |
2024 | 2025 | 149,640 | 770 | – | (105,100) | 45,310 | – | 105,100 | (105,100) | – | – |
2024 | 2026 | 234,965 | – | (81,850) | (58,175) | 94,940 | – | 58,175 | (58,175) | – | – |
2024 | 2027 | 786,290 | – | (157,455) | – | 628,835 | – | – | – | – | – |
2024 | 2028 | 90,630 | – | – | – | 90,630 | – | – | – | – | – |
2024 | 2029 | 90,630 | – | – | – | 90,630 | – | – | – | – | – |
2024 | 2030 | 90,630 | – | – | – | 90,630 | – | – | – | – | – |
2025 | 2025 | – | 31,278 | – | (31,278) | – | – | 31,278 | (31,278) | – | – |
2025 | 2026 | – | 707,123 | (14,409) | – | 692,714 | – | – | – | – | – |
2025 | 2027 | – | 467,658 | – | – | 467,658 | – | – | – | – | – |
2025 | 2028 | – | 1,754,135 | (283,050) | – | 1,471,085 | – | – | – | – | – |
Share options outstanding | Share options exercisable | ||||||||||
Scheme | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | Shares | ||
interest at | awarded | lapsed | vested | outstanding at | exercisable at | vested | exercised | lapsed | exercisable at | ||
Year of | Vesting | 1 January | during | during | during | 31 December | 1 January | during | during | during | 31 December |
Grant | Year | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 |
2023 | 2024 | 195,310 | – | – | (195,310) | – | – | 195,310 | (195,310) | – | – |
2023 | 2025 | 88,465 | 260,000 | (28,440) | – | 320,025 | – | – | – | – | – |
2023 | 2026 | 727,645 | 170,000 | (103,570) | – | 794,075 | – | – | – | – | – |
2024 | 2025 | – | 149,640 | – | – | 149,640 | – | – | – | – | – |
2024 | 2026 | – | 282,170 | (47,205) | – | 234,965 | – | – | – | – | – |
2024 | 2027 | – | 914,085 | (127,795) | – | 786,290 | – | – | – | – | – |
2024 | 2028 | – | 90,630 | – | – | 90,630 | – | – | – | – | – |
2024 | 2029 | – | 90,630 | – | – | 90,630 | – | – | – | – | – |
2024 | 2030 | – | 90,630 | – | – | 90,630 | – | – | – | – | – |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
169
Annual Report 2025
The fair value of the 2024 awards made under the Performance Share Plan is charged to the income statement over the vesting period, based
on values derived from a Monte Carlo model prepared by external remuneration consultants. This is a closed-form solution which takes account
of the correlation between share price performance and the likelihood of a TSR performance condition being met. For the shares awarded
in March 2025, the significant inputs into the model were a share price of 338.8p (2024: 466.1p), an expected share price volatility of 32.6%
(2024: 29.5%), a median share price correlation between the companies in the comparator group of 71.6% (2024: 73.1%), and an expected life
commensurate with the three-year performance/vesting period. The share price volatility assumption is based on analysis of historical daily share
prices. As the awards are nil-cost (i.e. there is no exercise price), the assumed risk-free rate of return has minimal impact on the fair value of the
awards. Similarly, as dividend equivalents are paid on the vesting portion of awards, the fair value of these awards is not reduced to reflect
dividends paid during the vesting period. The fair value of the 2025 awards made under the Restricted Share Plan is charged to the income
statement over the vesting period based on the fair value of the award on grant date.
The fair value of awards granted during 2025 was $38m (2024: $46m) and the weighted average fair value per award granted during the year
was 262.3p (2023: 506.7p). The weighted average share price for options exercised in the year was 383.2p (2024: 471.4p) and the weighted
taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some items of income or expenditure
are not taxable or deductible, or may be taxable or deductible in a different accounting period. The current income tax charge is calculated on the
basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries and associates
operate and generate taxable income.
Deferred tax is an accounting adjustment to provide for tax that is expected to arise in the future due to differences between accounting and tax
bases. Deferred tax is determined using tax rates that are expected to apply when the timing difference reverses based on tax rates which are
enacted or substantively enacted at the balance sheet date. Tax is recognised in the income statement, except to the extent that it relates to items
Analysis of expense in the year:
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Current tax charge |
119 |
110 |
114 |
Adjustment in respect of previous periods |
(5) |
6 |
(11) |
Total current tax |
114 |
116 |
103 |
Deferred tax (credit)/charge |
(14) |
9 |
31 |
Deferred tax adjustment in respect of previous periods |
– |
(9) |
(5) |
Total deferred tax |
(14) |
– |
26 |
Total income tax charge |
100 |
116 |
129 |
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to
profits of the consolidated companies as follows:
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Profit before tax |
390 |
462 |
566 |
Tax calculated at domestic tax rates applicable to profits in the respective countries |
99 |
119 |
144 |
Adjustment in respect of previous periods |
(5) |
(3) |
(16) |
Amounts not (taxable)/deductible for tax purposes – one-off and adjusting items |
– |
(1) |
1 |
Expenses not deductible for tax purposes – other |
10 |
8 |
7 |
Income not subject to tax |
(3) |
(3) |
(2) |
Impairment of goodwill |
– |
8 |
– |
Deferred tax recognised on losses |
(6) |
(11) |
(4) |
Deferred tax impact of change in tax rates |
(4) |
(4) |
– |
Impact of items on which no deferred tax has been recognised |
9 |
3 |
– |
Local business taxes |
1 |
1 |
– |
US BEAT liability |
– |
– |
1 |
Tax credits |
(2) |
(1) |
(2) |
Other |
1 |
– |
– |
Total tax charge |
100 |
116 |
129 |
The Group’s effective tax rate (ETR) for 2025 on reported profit before tax was 25.6% (2024: 25.1%; 2023: 22.8%). This compares with a blended
rate of tax for the countries in which the Group operates of 25.3% (2024: 25.3%; 2023: 25.1%).
The UK continues to apply a global minimum effective tax rate of 15% for 2025. The legislation implements a domestic top-up tax and a
multinational top-up tax, however, the group does not expect a material top up tax each year (less than $1m).
The Group continues to apply the temporary exception under IAS 12 for accounting for deferred taxes arising from the implementation of the
Global Minimum Tax rules (GMT). The tax charge for the year ended 31 December 2025 includes an immaterial current tax charge related to GMT
income taxes that rounds to $nil (2024: $nil) and so no country split has been provided. The Group continues to monitor developments in the
implementation of the GMT rules around the world as guidance and legislation evolve.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
170
Annual Report 2025
A tax credit of $18m has been recognised in other comprehensive income (2024: $8m charge; 2023: $7m credit), which mainly relates to the tax
effect of mark to market movements on financial instruments and deferred tax on the cash flow hedge and cost of hedging reserves recorded
sheet date. As at 31 December 2025, all the Group’s tax liabilities have been classified as current as there is no legally enforceable right to defer
payment for more than 12 months.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the asset and liability, and there is an intention
to either settle on a net basis or to realise the asset and settle the liability simultaneously.
Where required by accounting standards, management establishes provisions for uncertain tax positions on the basis of amounts expected to be
paid to the tax authorities. The Group’s current tax liabilities reflect management’s best estimate of the future amounts of corporation tax that will
be settled.
The Group is subject to income taxes in numerous jurisdictions. There are various uncertainties relating to the determination of its tax liabilities
where the ultimate tax liability cannot be known until a resolution has been reached with the relevant tax authority, or the issue becomes
time-barred. Issues can take many years to resolve and therefore assumptions on the likely outcome have to be made by management.
Each country and tax risk is considered separately when deciding whether it is appropriate to set up an uncertain tax provision. If risks are
considered to be linked, the Group will consider the tax treatment in aggregate where appropriate.
This assessment of uncertain tax positions is based on management’s interpretation of relevant tax rules and decided cases, external advice
obtained, the statute of limitations and the status of the negotiations, and past experience with tax authorities. In evaluating whether a provision
is needed, it is assumed that tax authorities have full knowledge of the facts and circumstances applicable to each issue.
Tax provisions can be built up over a number of years, but in the year of resolution there could be adjustments to these provisions which could
have a material positive or negative impact on the tax charge for a particular year. The settlement of a significant issue could also have a material
impact on the amount of cash tax payable in any one year. Judgement is required in determining the worldwide provision for income taxes,
particularly in relation to the pricing of intra-group goods and services as well as debt financing.
The majority of the tax provisions relate to transfer pricing exposures where the Group faces a number of risks in jurisdictions around the world,
and is subject to audits by tax authorities in the territories in which it operates. These tax audits have an uncertain outcome and can take several
years to resolve, which in some cases may be dependent on litigation. The actual outcome could vary from management’s estimates, but these
Total uncertain tax provisions (including interest thereon) amounted to $44m as at 31 December 2025 (2024: $48m). Included within this amount
is $6m (2024: $6m) in respect of interest arising on tax provisions, which is included within other payables. These tax provisions relate to multiple
issues across the countries in which the Group operates. The net decrease in the provisions for the year is mainly attributable to issues which
have been settled in the year or have become statute-barred.
The cash tax paid for the year was $104m (2024: $111m). The decrease was attributable mainly to one-off US tax deductions resulting from the
One Big Beautiful Bill Act enacted on 4 July 2025.
2025 |
2024 |
|
$m |
$m |
|
Current taxation has been presented on the balance sheet as follows: |
||
Current tax asset within current assets |
18 |
28 |
Current tax liability within current liabilities |
(61) |
(53) |
(43) |
(25) |
the Consolidated Financial Statements. The following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities in transactions other than a business combination that at the time of the transactions affects neither the
accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred income tax is determined using tax rates (and laws) that have been enacted (or substantively enacted)
at the balance sheet date, and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset against each other when the timing differences relate to income taxes levied by the same tax
authority on an entity or different entities which are part of a tax consolidation and there would be the intention to settle on a net basis.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised. The amount of deferred tax assets recognised at each balance sheet date is adjusted to reflect changes in
management’s assessment of future taxable profits. In recognising the deferred tax asset in respect of losses, management has estimated the
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
171
Annual Report 2025
The movement on the deferred income tax account is as follows, which includes continuing and discontinued movements in Note A12 and Note
B7 respectively:
2025 |
2024 |
|
$m |
$m |
|
Deferred Tax at 1 January |
(595) |
(604) |
Exchange differences |
(7) |
1 |
Impact of business combinations & disposals |
43 |
25 |
Credited/(Charged) to the income statement |
6 |
(5) |
Credited/(Charged) to other comprehensive income |
18 |
(8) |
Credited/(Charged) to equity |
1 |
(4) |
Deferred Tax at 31 December |
(534) |
(595) |
Deferred taxation has been presented on the balance sheet as follows: |
||
Deferred tax asset within non-current assets |
55 |
43 |
Deferred tax liability within non-current liabilities |
(589) |
(638) |
(534) |
(595) |
The major components of deferred tax assets and liabilities at the year end and their changes during the year (without taking into consideration
the offsetting of balances within the same tax jurisdiction) are as follows:
Customer |
Accelerated |
|||||||
lists/ |
tax |
IFRS 15 |
Tax |
Share-based |
||||
intangibles |
depreciation |
Provisions |
Contracts |
losses |
payments |
Other 2 |
Total |
|
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
At 1 January 2024 |
(703) |
(107) |
190 |
(52) |
48 |
19 |
1 |
(604) |
Exchange differences |
(1) |
– |
4 |
(1) |
(1) |
– |
– |
1 |
Recognised in income statement |
(5) |
5 |
10 |
(24) |
4 |
1 |
4 |
(5) |
Recognised in other comprehensive income |
– |
– |
– |
– |
– |
– |
(8) |
(8) |
Recognised in equity |
– |
– |
– |
– |
– |
(4) |
– |
(4) |
Impact of business combinations & disposals 1 |
31 |
– |
(9) |
3 |
– |
– |
– |
25 |
At 31 December 2024 |
(678) |
(102) |
195 |
(74) |
51 |
16 |
(3) |
(595) |
At 1 January 2025 |
(678) |
(102) |
195 |
(74) |
51 |
16 |
(3) |
(595) |
Exchange differences |
(3) |
(6) |
2 |
(2) |
2 |
1 |
(1) |
(7) |
Recognised in income statement |
2 |
13 |
7 |
(9) |
(7) |
5 |
(5) |
6 |
Recognised in other comprehensive income |
– |
– |
– |
– |
10 |
– |
8 |
18 |
Recognised in equity |
– |
– |
– |
– |
– |
1 |
– |
1 |
Impact of business combinations & disposals 3 |
(9) |
51 |
(2) |
5 |
– |
– |
(2) |
43 |
At 31 December 2025 |
(688) |
(44) |
202 |
(80) |
56 |
23 |
(3) |
(534) |
1.
Deferred tax liabilities have been adjusted in 2024 by a decrease of $35m relating to the Terminix acquisition with a corresponding reduction in goodwill.
2. Other deferred tax assets and liabilities include retirement benefits, unremitted earnings from subsidiaries, and the cash flow hedge reserve.
3.
Deferred tax liabilities have been adjusted in 2025 by a decrease of $52m relating to the France Workwear disposal.
A deferred tax asset of $56m has been recognised in respect of losses which are expected to be utilised within ten years (2024: $51m), of which
$41m (2024: $38m) relates to UK losses (excluding capital losses) carried forward at 31 December 2025 (both amounts having increased due to
foreign exchange translation by $3m during the year). These amount have been calculated by estimating the future taxable profits, against which
the tax losses will be utilised, progressively risk-weighted, and applying the tax rates (substantively enacted as at the balance sheet date)
applicable for each year.
The estimates of future profits are based on management’s financial forecasts which are used to support other aspects of the Financial
Statements, such as impairment testing. At the balance sheet date, the Group had tax losses of $397m (2024: $303m) on which no deferred tax
asset is recognised because it is not considered probable that future taxable profits will be available in certain jurisdictions to be able to benefit
from those tax losses. Of the losses, $340m (2024: $254m) will expire at various dates between 2026 and 2045.
In addition, the Group has UK capital losses carried forward of $372m (2024: $346m) on which no deferred tax asset is recognised. All movements in
the year are as a result of foreign exchange translation. These losses have no expiry date, but management considers the future utilisation of these
losses to be unlikely.
Dividends received from subsidiaries are largely exempt from UK taxation but may be subject to dividend withholding or other taxes levied by the
overseas tax jurisdictions in which the subsidiaries operate. A deferred tax liability of $4m (2024: $4m) has been recognised in respect of this
liability as it is anticipated that these profits will be distributed to the UK in the foreseeable future. At the balance sheet date, there is no material
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
172
Annual Report 2025
B1. Business combinations
Combinations. The cost of a business combination is the aggregate of the fair values at the date of exchange of assets given, liabilities incurred
or assumed, and equity instruments issued by the Group. The cost of a business combination is allocated at the acquisition date by recognising
the acquiree’s identifiable assets, liabilities, and contingent liabilities that satisfy the recognition criteria at their fair values. Any excess of the
purchase price over the fair value of the identifiable assets and liabilities is recognised as goodwill. The acquisition date is the date on which
the acquirer effectively obtains control of the acquiree.
An intangible asset is recognised if it meets the definition under IAS 38 Intangible Assets. The intangible assets arising on acquisition are
goodwill, customer lists, and brands. Goodwill represents the synergies, workforce, and other benefits expected as a result of combining the
respective businesses. Customer lists and brands are recognised at their fair value at the date of acquisition using an income-based approach,
which involves the use of assumptions including customer termination rates, profit margins, contributory asset charges, and discount rates.
At the date of acquisition, deferred and contingent consideration represents its fair value, with subsequent changes after the measurement
period being recognised in the income statement. Costs directly attributable to business combinations are charged to the income statement
as incurred and presented as one-off and adjusting items.
Disclosures required by IFRS 3 Business Combinations are provided separately for those individual acquisitions that are considered to be
material, and in aggregate for individually immaterial acquisitions. An acquisition would generally be considered individually material if the
impact on the Group’s revenue and Adjusted Operating Profit measures (on an annualised basis) is greater than 5%, or the impact on goodwill
During the year, the Group purchased 100% of the share capital or trade and assets of 36 companies and businesses (2024: 36). The total
consideration in respect of these acquisitions was $115m (2024: $232m), and the cash outflow from current and past period acquisitions net
of cash acquired was $121m (2024: $219m).
Goodwill on all acquisitions represents the synergies and other benefits expected to be realised from integrating acquired businesses into the
Group, such as improved route density, expansion in use of best-in-class digital tools, and back office synergies. Details of goodwill and the fair
value of net assets acquired in the year are as follows:
2025 |
2024 |
|
$m |
$m |
|
Purchase consideration |
||
– Cash paid |
90 |
147 |
– Deferred and contingent consideration |
25 |
85 |
Total purchase consideration |
115 |
232 |
Provisional fair value of net assets acquired |
(44) |
(65) |
Goodwill from current-year acquisitions |
71 |
167 |
Goodwill expected to be deductible for tax purposes |
48 |
105 |
Deferred consideration of $12m and contingent consideration of $13m are payable in respect of the above acquisitions (2024: $44m and $41m
respectively). Contingent consideration is payable based on a variety of conditions, including revenue and profit targets being met. Amounts
for both deferred and contingent consideration are payable over the next five years. The Group has recognised contingent and deferred
consideration based on fair value at the acquisition date. A range of outcomes for contingent consideration payments cannot be estimated due
to the variety of performance conditions and the volume of businesses the Group acquires. During the year, there were releases of contingent
consideration liabilities not paid of $25m (2024: $9m).
The fair values
6
of assets and liabilities arising from acquisitions in the year are as follows:
2025 |
2024 |
|
$m |
$m |
|
Non-current assets |
||
– Intangible assets 1 |
47 |
72 |
– Property, plant and equipment 2 |
4 |
14 |
Current assets 3 |
9 |
35 |
Current liabilities 4 |
(4) |
(30) |
Non-current liabilities 5 |
(12) |
(26) |
Net assets acquired |
44 |
65 |
1.
Includes $46m (2024: $59m) of customer lists and $1m (2024: $13m) of other intangibles.
2. Includes $1m (2024: $5m) of ROU assets.
3.
Includes cash acquired of $2m (2024: $3m), inventory of $2m (2024: $14m), and trade and other receivables of $5m (2024: $18m).
4. Includes trade and other payables of $4m (2024: $30m).
5. Includes $8m of deferred tax liabilities relating to acquired intangibles (2024: $11m), lease liabilities of $1m (2024: $5m), and other liabilities of $3m (2024: $10m).
6. The fair values of assets and liabilities from acquisitions in the current year will be finalised in the 2026 Financial Statements. These fair values are provisional as the acquisition
accounting has not yet been finalised, primarily due to the proximity of many acquisitions to the year end.
Strategic Report
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Financial Statements
Other Information
Rentokil Initial plc
173
Annual Report 2025
The cash outflow from current and past acquisitions is as follows:
2025 |
2024 |
|
$m |
$m |
|
Total purchase consideration |
115 |
232 |
Consideration payable in future periods |
(25) |
(85) |
Purchase consideration paid in cash |
90 |
147 |
Cash and cash equivalents in acquired companies and businesses |
(2) |
(3) |
Cash outflow on current period acquisitions |
88 |
144 |
Deferred and contingent consideration paid |
33 |
75 |
Cash outflow on current and past acquisitions |
121 |
219 |
From the dates of acquisition to 31 December 2025, new acquisitions contributed $29m to revenue and $3m to operating profit (2024: $86m and
$2m respectively).
If the acquisitions had occurred on 1 January 2025, the revenue and operating profit of the combined Group would have amounted to $6,943m
A breakdown of intangible assets is as shown below:
Customer |
Indefinite-lived |
Other |
Product |
Computer |
|||
Goodwill |
lists |
brands |
intangibles |
development |
software |
Total |
|
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
Cost |
|||||||
At 1 January 2024 |
6,471 |
1,860 |
1,436 |
97 |
83 |
291 |
10,238 |
Exchange differences |
(51) |
(48) |
(2) |
(1) |
(1) |
(7) |
(110) |
Additions |
– |
– |
– |
– |
11 |
59 |
70 |
Disposals/retirements |
– |
(29) |
– |
(3) |
– |
(28) |
(60) |
Acquisition of companies and businesses |
144 |
47 |
– |
13 |
– |
– |
204 |
Hyperinflationary adjustment |
12 |
5 |
– |
1 |
– |
– |
18 |
At 31 December 2024 |
6,576 |
1,835 |
1,434 |
107 |
93 |
315 |
10,360 |
At 1 January 2025 |
6,576 |
1,835 |
1,434 |
107 |
93 |
315 |
10,360 |
Exchange differences |
64 |
61 |
1 |
4 |
7 |
19 |
156 |
Additions |
– |
– |
– |
– |
14 |
47 |
61 |
Disposals/retirements |
(5) |
(109) |
– |
(7) |
– |
(29) |
(150) |
Acquisition of companies and businesses |
71 |
46 |
– |
1 |
– |
– |
118 |
Hyperinflationary adjustment |
– |
2 |
– |
– |
– |
– |
2 |
At 31 December 2025 |
6,706 |
1,835 |
1,435 |
105 |
114 |
352 |
10,547 |
Accumulated amortisation and impairment |
|||||||
At 1 January 2024 |
(81) |
(878) |
– |
(50) |
(56) |
(203) |
(1,268) |
Exchange differences |
6 |
35 |
– |
1 |
2 |
5 |
49 |
Disposals/retirements |
– |
29 |
– |
3 |
– |
26 |
58 |
Hyperinflationary adjustment |
(10) |
(2) |
– |
(1) |
– |
– |
(13) |
Impairment charge |
(36) |
– |
– |
– |
(3) |
– |
(39) |
Amortisation charge |
– |
(194) |
– |
(11) |
(10) |
(33) |
(248) |
At 31 December 2024 |
(121) |
(1,010) |
– |
(58) |
(67) |
(205) |
(1,461) |
At 1 January 2025 |
(121) |
(1,010) |
– |
(58) |
(67) |
(205) |
(1,461) |
Exchange differences |
(1) |
(49) |
– |
(2) |
(6) |
(14) |
(72) |
Disposals/retirements |
– |
109 |
– |
7 |
– |
25 |
141 |
Hyperinflationary adjustment |
– |
(2) |
– |
– |
– |
– |
(2) |
Amortisation charge |
– |
(182) |
– |
(7) |
(10) |
(37) |
(236) |
At 31 December 2025 |
(122) |
(1,134) |
– |
(60) |
(83) |
(231) |
(1,630) |
Net book value |
|||||||
At 1 January 2024 |
6,390 |
982 |
1,436 |
47 |
27 |
88 |
8,970 |
At 31 December 2024 |
6,455 |
825 |
1,434 |
49 |
26 |
110 |
8,899 |
At 31 December 2025 |
6,584 |
701 |
1,435 |
45 |
31 |
121 |
8,917 |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
174
Annual Report 2025
Intangible assets – finite useful lives
economic lives, which are reviewed on an annual basis. These assets are reviewed for impairment whenever events or changes in circumstances
through a business combination is determined by discounting the expected future cash flows to be generated from that asset at the risk-adjusted
weighted average cost of capital for the Group. The residual values of intangible assets are assumed to be $nil.
Customer lists: |
3 to 15 years |
Other intangibles: |
2 to 15 years |
Product development: |
2 to 5 years |
Computer software: |
3 to 5 years |
The following are the main categories of intangible assets with finite useful lives:
(a) Customer lists
Customer lists are acquired as part of business combinations. No value is attributed to internally generated customer lists.
(b) Other intangibles
Other intangibles consists of brands with finite useful lives and intellectual property. Brands are acquired as part of business combinations.
No value is attributed to internally generated brands as expenditure incurred to develop, maintain, and renew brands internally is
recognised as an expense in the period incurred. Intellectual property costs are incurred in acquiring and maintaining patents and licences.
These are recognised only if the cost can be measured reliably, and they are expected to generate economic benefits beyond one year,
in excess of their cost.
Costs incurred in the design and testing of new or improved products are recognised as intangible assets only if the cost can be measured
reliably, and it is probable that the project will be a success considering its commercial and technological feasibility. Capitalised product
development expenditure is measured at cost less accumulated amortisation.
Other development expenditure and all research expenditure are recognised as an expense as incurred and amount to $4m in the year
(2024: $5m).
Development costs recognised as an expense are never reclassified as an asset in a subsequent period. Development costs that have been
(d) Computer software
Costs that are directly associated with the production of identifiable and unique software products that are controlled by the Group (including
employee costs and external software development costs) are recognised as intangible assets, if they are expected to generate economic
benefits beyond one year in excess of their cost. Purchased computer software is initially recognised based on the costs incurred to acquire
and bring it into use.
Costs associated with maintaining computer software are recognised as an expense in the period in which they are incurred.
(a) Goodwill
business at the date of acquisition. It is recognised as an intangible asset. Goodwill arising on the acquisition of an associate is included in
Brands with indefinite useful lives are acquired as part of business combinations. No value is attributed to internally generated brands as
expenditure incurred to develop, maintain, and renew brands internally is recognised as an expense in the period incurred.
The Terminix US and Terminix International brands are considered to have indefinite useful lives due to their long history in the US (being founded
in 1927) and having a strong brand equity in the US for much of their history and now internationally. The Group plans to continue to support and
invest in the Terminix brand; it controls all the associated assets that support the underlying business, and therefore it is considered that there
is no foreseeable limit on the period over which these brands will continue to generate net cash inflows.
For the purpose of impairment testing, goodwill is allocated to cash-generating unit groups (CGU groups) identified according to region of
operation and reportable business unit. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity
sold.
At the start of 2025, management reviewed its grouping of CGUs and its allocation of goodwill for the purposes of assessing impairment based
on the lowest level at which the goodwill is monitored. Based on this review, management has determined that the Group now has six CGU
groups. These are North America, UK & SSA, Europe, LATAM, Asia & MENAT, and Pacific. The key factors considered in management’s
conclusion included the change in reporting segments to North America and International, to reflect the high proportion of business in the US,
and the subsequent allocation of resources based on the results for each operating segment.
Strategic Report
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Financial Statements
Other Information
Rentokil Initial plc
175
Annual Report 2025
Before initiating the change in CGU grouping, in accordance with IAS 36, management performed a value-in-use impairment test on the
pre-existing CGU groups and determined there to be no impairment of goodwill within any of the groups.
The recoverable amount of a CGU group is determined based on the higher of value-in-use calculations using cash flow projections, and fair
value less costs to sell. The cash flow projections in year one are based on financial budgets approved by management, which are prepared as
part of the Group’s normal planning process. Cash flows for years two to five use management’s expectation of revenue growth and operating
profit margin, based on past experience and expectations regarding future performance and profitability for each CGU group. Cash flows beyond
the five-year period are extrapolated using estimated long-term growth rates (LTGR).
Cash flow projections included in the impairment review models include management’s view of the impact of climate change, including costs
related to the effects of climate change, as well as the future costs of the Group’s commitment to reach net zero by 2040 and costs of compliance
with current legal requirements. The potential increased costs, to meet these commitments less any benefits that may occur, are not expected
A breakdown of goodwill by region is shown below:
2025 |
2024 |
|
$m |
$m |
|
North America |
5,718 |
5,668 |
International |
||
Europe |
250 |
218 |
UK & Sub-Saharan Africa |
149 |
138 |
Asia & MENAT |
232 |
229 |
LATAM |
77 |
61 |
Pacific |
158 |
141 |
Sub-total International |
866 |
787 |
Total |
6,584 |
6,455 |
All CGU groups were supported through the value-in-use approach. During the year, the Group recognised no goodwill impairments (2024:
$36m). For all goodwill and indefinite-lived brands balances, it can be demonstrated that there is sufficient headroom in the recoverable amount
of the CGU goodwill balances based on the assumptions made, and there is no reasonably likely scenario under which material impairment could
be expected to occur in the next 12 months based on the testing performed.
The key assumptions used by CGU groups for value-in-use calculations were:
2025 long-term |
2025 pre-tax |
2024 long-term |
2024 pre-tax |
|
growth rate 1 |
discount rate |
growth rate¹ |
discount rate |
|
North America |
2.2% |
10.3% |
2.0–2.1% |
8.5–8.7% |
International |
||||
Europe |
1.9% |
9.9% |
1.7–2.5% |
8.0–10.8% |
UK & Sub-Saharan Africa |
2.3% |
10.9% |
2.0% |
9.3–11.1% |
Asia & MENAT |
2.7% |
13.1% |
2.0–4.0% |
7.7-14.1% |
LATAM |
2.4% |
12.9% |
2.3–3.0% |
11.2-17.11% |
Pacific |
2.4% |
10.0% |
2.0–2.5% |
10.3–10.9% |
1. Source: imf.org.
The growth rates used by CGU groups are based on the LTGR predicted for the relevant sector and countries in which a business operates. They
do not exceed the long-term average growth rate for that industry or countries. The pre-tax discount rates are internally calculated weighted
average cost of capital for each category and region, weighted based on the profit contribution to the region. The pre-tax discount rates are
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
176
Annual Report 2025
A breakdown of property, plant and equipment is shown below:
Vehicles |
|||||
Land and |
Service contract |
Other plant and |
and office |
||
buildings |
equipment |
equipment |
equipment |
Total |
|
$m |
$m |
$m |
$m |
$m |
|
Cost |
|||||
At 1 January 2024 |
155 |
782 |
275 |
326 |
1,538 |
Exchange differences |
(6) |
(53) |
(16) |
(11) |
(86) |
Additions |
9 |
161 |
18 |
31 |
219 |
Disposals |
(5) |
(125) |
(20) |
(65) |
(215) |
Acquisition of companies and businesses |
1 |
1 |
1 |
6 |
9 |
Hyperinflationary adjustment |
1 |
– |
– |
1 |
2 |
Reclassification from IFRS 16 ROU assets 1 |
– |
– |
– |
10 |
10 |
At 31 December 2024 |
155 |
766 |
258 |
298 |
1,477 |
At 1 January 2025 |
155 |
766 |
258 |
298 |
1,477 |
Exchange differences |
15 |
84 |
28 |
16 |
143 |
Additions |
11 |
145 |
17 |
31 |
204 |
Disposals |
(96) |
(414) |
(192) |
(35) |
(737) |
Acquisition of companies and businesses |
– |
– |
1 |
2 |
3 |
Hyperinflationary adjustment |
1 |
– |
– |
1 |
2 |
Reclassification from IFRS 16 ROU assets 1 |
– |
– |
– |
23 |
23 |
At 31 December 2025 |
86 |
581 |
112 |
336 |
1,115 |
Accumulated depreciation and impairment |
|||||
At 1 January 2024 |
(56) |
(470) |
(195) |
(181) |
(902) |
Exchange differences |
(1) |
34 |
13 |
6 |
52 |
Disposals |
4 |
123 |
20 |
58 |
205 |
Depreciation charge |
(6) |
(139) |
(18) |
(41) |
(204) |
At 31 December 2024 |
(59) |
(452) |
(180) |
(158) |
(849) |
At 1 January 2025 |
(59) |
(452) |
(180) |
(158) |
(849) |
Exchange differences |
(6) |
(50) |
(21) |
(10) |
(87) |
Disposals |
32 |
235 |
137 |
30 |
434 |
Hyperinflationary adjustment |
– |
– |
– |
(1) |
(1) |
Depreciation charge |
(6) |
(107) |
(13) |
(41) |
(167) |
At 31 December 2025 |
(39) |
(374) |
(77) |
(180) |
(670) |
Net book value |
|||||
At 1 January 2024 |
99 |
312 |
80 |
145 |
636 |
At 31 December 2024 |
96 |
314 |
78 |
140 |
628 |
At 31 December 2025 |
47 |
207 |
35 |
156 |
445 |
1.
Certain leased assets become owned assets at the end of their lease period and are therefore reclassified from ROU assets (Note B4).
2. Depreciation charge for the year ending 31 December 2025 includes $32m in relation to assets disposed of as part of the French Workwear disposal in Note B7 (2024:$75m).
their estimated useful lives, as follows:
Freehold buildings: |
50 to 100 years |
Leasehold improvements: |
Shorter of the lease term or estimated useful life |
Vehicles: |
4 to 10 years |
Plant and equipment (including service contract equipment): |
3 to 10 years |
Office equipment, furniture, and fittings: |
3 to 10 years |
Residual values and useful lives of assets are reviewed annually and amended as necessary. Fixed assets are reviewed for impairment whenever
impairments in the year (2024: $nil).
The category of service contract equipment represents the pool of assets used by the Group in delivering contracted services to customers.
Strategic Report
Corporate Governance
Financial Statements
Other Information
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177
Annual Report 2025
and local practices. Some of the Group’s leases have extension and termination options attached to them. Lease extension options and lease
termination options are only included in the calculation of the lease liability if there is reasonable certainty that they will be exercised.
The value of leases to which the Group is committed but that have not yet commenced is not material.
A breakdown of the right-of-use (ROU) assets is shown below:
Land and |
Other |
|||
buildings |
Vehicles |
equipment |
Total |
|
$m |
$m |
$m |
$m |
|
Net book value |
||||
At 1 January 2024 |
227 |
347 |
2 |
576 |
Exchange differences |
(5) |
(7) |
– |
(12) |
Additions |
77 |
106 |
– |
183 |
Disposals |
(3) |
(5) |
– |
(8) |
Acquisition of companies and businesses |
5 |
– |
– |
5 |
Depreciation charge |
(73) |
(83) |
(1) |
(157) |
Reclassification to property, plant and equipment 1 |
– |
(10) |
– |
(10) |
At 31 December 2024 |
228 |
348 |
1 |
577 |
At 1 January 2025 |
228 |
348 |
1 |
577 |
Exchange differences |
9 |
12 |
– |
21 |
Additions |
79 |
106 |
1 |
186 |
Disposals |
(8) |
(18) |
– |
(26) |
Acquisition of companies and businesses |
– |
1 |
– |
1 |
Depreciation charge |
(74) |
(85) |
(1) |
(160) |
Reclassification to property, plant and equipment 1 |
– |
(23) |
– |
(23) |
At 31 December 2025 |
234 |
341 |
1 |
576 |
1.
Certain leased assets become owned assets at the end of their lease period and are therefore reclassified to property, plant and equipment (Note B3).
Analysis of the Group’s lease liabilities is shown below:
2025 |
2024 |
|
$m |
$m |
|
At 1 January |
557 |
567 |
Exchange differences |
22 |
(13) |
Lease payments |
(223) |
(216) |
Interest |
31 |
31 |
Additions |
195 |
182 |
Disposals |
(20) |
– |
Acquisition of companies and businesses |
1 |
6 |
At 31 December |
563 |
557 |
Analysed as follows: |
||
Non-current |
392 |
394 |
Current |
171 |
163 |
Total |
563 |
557 |
Lease liabilities analysed by currency:
2025 |
2024 |
|
$m |
$m |
|
Pound sterling |
61 |
53 |
Euro |
88 |
94 |
US dollar |
337 |
335 |
Other currencies |
77 |
75 |
At 31 December |
563 |
557 |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
178
Annual Report 2025
Lease liabilities are payable as follows:
2025 |
2024 |
|
$m |
$m |
|
Less than one year |
191 |
188 |
Between one and five years |
356 |
361 |
More than five years |
74 |
81 |
Future minimum payments |
621 |
630 |
Effect of discounting |
(58) |
(73) |
Carrying value |
563 |
557 |
Other lease costs not already described are set out below:
2025 |
2024 |
|
$m |
$m |
|
Expenses relating to short-term leases |
28 |
32 |
Expenses relating to leases of low-value assets |
6 |
6 |
Expenses relating to variable lease payments |
1 |
3 |
At 31 December |
35 |
41 |
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2025 |
2024 |
|
$m |
$m |
|
Property, plant and equipment |
7 |
39 |
Intangible assets |
3 |
2 |
Total |
10 |
41 |
2025 |
2024 |
|
$m |
$m |
|
Interest in Nippon Calmic Limited |
35 |
31 |
Interest in individually immaterial associated undertakings |
6 |
15 |
At 31 December |
41 |
46 |
Nippon Calmic Limited
Nippon Calmic Limited is an associated undertaking in Japan which provides hygiene services, in which the Group has a 49% interest.
The associate is unlisted and the investment value is shown below.
2025 |
2024 |
|
$m |
$m |
|
At 1 January |
31 |
40 |
Exchange differences |
(1) |
(4) |
Share of profit 1 |
9 |
8 |
Dividends received |
(4) |
(13) |
At 31 December |
35 |
31 |
1.
Share of profit is net of tax of $5m (2024: $4m).
Assets |
Liabilities |
Revenue |
Profit |
Assets |
Liabilities |
Revenue |
Profit |
|
2025 |
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
2024 |
|
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
Nippon Calmic Ltd (49%) |
78 |
(40) |
73 |
9 |
73 |
(41) |
67 |
8 |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
179
Annual Report 2025
Individually immaterial associates
In addition to the interest in associates disclosed above, the Group also has interests in a number of individually immaterial associates that are
accounted for using the equity method.
2025 |
2024 |
|
$m |
$m |
|
At 1 January |
15 |
16 |
Exchange differences |
1 |
(1) |
Write off |
(8) |
– |
Other |
(2) |
|
Share of profit |
1 |
1 |
Dividends received |
(1) |
(1) |
At 31 December |
6 |
15 |
Rentokil Initial plc announced that it entered into an agreement for the intended sale of its Workwear business in France with H.I.G. Capital (the
Proposed Transaction) on 28 May 2025 which was subsequently completed on 30 September 2025. Financial information relating to the
discontinued operation to the date of disposal is set out below.
The financial performance and cash flow information presented below are for the nine months ended 30 September 2025, the year ended
31 December 2024, and the year ended 31 December 2023.
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Revenue |
261 |
324 |
302 |
Operating expenses |
(186) |
(266) |
(252) |
Net impairment losses on financial assets |
(1) |
(1) |
– |
Operating profit |
74 |
57 |
50 |
Finance cost |
(2) |
(2) |
(2) |
Profit before income tax |
72 |
55 |
48 |
Income tax expense |
(16) |
(9) |
(11) |
Profit after income tax of discontinued operations |
56 |
46 |
37 |
Profit on sale of the subsidiary after income tax |
124 |
– |
– |
Profit from discontinued operations |
180 |
46 |
37 |
Profit for the period attributable to: |
|||
Equity holders of the Company |
180 |
46 |
37 |
Other comprehensive income: |
|||
Items that may be reclassified subsequently to the income statement: |
|||
Net exchange adjustments offset in reserves |
38 |
(12) |
7 |
Net (loss)/gain on net investment hedge |
(11) |
8 |
(5) |
Other comprehensive income for the period |
27 |
(4) |
2 |
Total comprehensive income for the period |
207 |
42 |
39 |
Total comprehensive income for the period attributable to: |
|||
Equity holders of the Company |
207 |
42 |
39 |
Net cash generated from operating activities |
100 |
125 |
114 |
Net cash flows from investing activities |
318 |
(85) |
(85) |
Net cash flows from financing activities |
(6) |
(8) |
(7) |
Net increase in cash generated by discontinued operations |
412 |
32 |
22 |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
180
Annual Report 2025
The carrying amounts of assets and liabilities as at the date of sale were:
At 30 September |
|
2025 |
|
$m |
|
Assets |
|
Intangible assets |
8 |
Property, plant and equipment |
287 |
Right-of-use assets |
22 |
Contract costs |
20 |
Inventories |
12 |
Trade and other receivables |
82 |
Cash and cash equivalents |
6 |
437 |
|
Liabilities |
|
Trade and other payables |
(112) |
Lease liabilities |
(20) |
Deferred and current tax |
(56) |
Retirement benefit obligations |
(8) |
Provisions |
(9) |
(205) |
|
Net assets and liabilities disposed |
232 |
Cash consideration received |
397 |
Carrying amount of net assets sold |
(232) |
Gain on sale before income tax and reclassification of foreign currency translation reserve |
165 |
Cumulative exchange recycled from translation reserve |
(38) |
Cumulative reserve recycled from net investment hedge reserve |
11 |
Costs related to disposal |
(14) |
Net profit on disposal |
124 |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
181
Annual Report 2025
The Group’s central treasury function manages cash, borrows on behalf of the Group, and provides finance to Group companies in their local
currencies. Treasury activity is governed by a Treasury Committee, which is chaired by the Chief Financial Officer.
The main financial risks faced by the Group are set out below.
The Group is committed to ensuring it has sufficient liquidity to meet its business needs, and appropriate reserves to cover operational
underperformance or dislocation in the financial markets. It is the Group’s policy to have headroom of unrestricted cash and available committed
facilities of at least $750m (2024: $750m), and the Treasury Committee manages financing requirements and associated headroom at least
12 months forward. Available commitments of $1,000m under the Group’s committed debt facilities, together with unrestricted cash of $1,565m
(2024: $447m), gives the Group combined headroom of $2,565m at 31 December 2025 (2024: $1,499m).
The Group’s debt facilities have no financial covenants and the Group is compliant with other terms, conditions, and undertakings of its debt
facilities.
The Group targets an investment grade credit rating for debt issuance of BBB over the medium term. Both S&P Global (S&P) and Fitch Ratings
(Fitch) rated the Group BBB. In line with ratings criteria, debt maturities are covered at least 12 months in advance using available cash or
committed facilities, or by issuance of new debt. Management maintains an active dialogue with both S&P and Fitch, as well as the Group’s
relationship banks, to ensure that any changes to the Group’s financing and acquisition strategies are understood.
The Group has one debt maturity of €500m falling due in May 2026. This was redeemed post balance sheet on 2 March 2026. The Group has
sufficient headroom to cover this maturity without issuing new debt.
The €500m bond due May 2026, and the €600m bond due October 2028, issued under the Group’s Euro Medium-Term Notes (EMTN)
Programme, contain a coupon step-up which increases the coupon payable by 1.25% in the event that the Group is downgraded to BB+ or below
(sub-investment grade). The Group’s bonds may be called by their investors at par in the event of a change of control of the Group. They may also
be called within 120 days if the Group’s debt is downgraded below investment grade, or if the rating is withdrawn and the rating agency confirms
in writing, either publicly or to the Group or the Trustee, that the rating action occurred either wholly or in part due to a change of control. All other
The Group has no significant concentration of credit risk. Sales are typically low-value, high-volume, spreading the risk across a large number
of customers and geographies. Policies are in place to ensure that credit sales are only made to customers with an appropriate credit history.
The Group operates in some territories where there is increased exposure to trade credit risks and in those territories the Group puts in place
appropriate measures to manage its credit risk exposure.
In order to protect the liquid assets and funding relationships of the Group, management aims to maintain banking relationships with
counterparties that carry a long-term credit rating of at least A-, or equivalent rating, with one of the major credit rating agencies. In countries
where no banks are rated A- or above, balances are monitored monthly and kept to a minimum. In addition, funds held with all counterparties are
subject to limits. All exposures are monitored and reported to the Treasury Committee each month. The Group also monitors the creditworthiness
of its lenders to ensure that commitments under its facilities are available as needed.
At 31 December 2025 the Group had a total of $19m of cash held on bank accounts with banks rated below A- (2024: $16m). The highest
The Group’s worldwide operations generate profits and cash flows in foreign currencies. Sales and purchases are typically denominated in the
currency of the country in which they are transacted, and the Group’s cross-border procurement is considered insignificant. Sterling-denominated
profits from UK operations are exceeded by sterling-denominated Group central costs. This means that approximately 106% of Group operating
profit is generated in foreign currencies.
The Group’s primary exposure to foreign exchange risk is in relation to the translation of assets and liabilities, and the Group aims to hold debt
in currencies in proportion to its forecast foreign currency profits and cash flows. Foreign exchange derivatives are used to manage foreign
currency exposures in excess of $15m that are not covered by debt or assets in the same (or another highly correlated) currency, as long as
it makes sense from an economic perspective to do so. The Treasury Committee monitors foreign exchange exposures on a monthly basis.
Dealing in foreign exchange products is controlled by dealing mandates approved by the Treasury Committee and all foreign exchange
transactions are covered by ISDA documentation.
The most significant foreign currency groups are euros and US dollars, which make up 50% and 35% of Group operating profit respectively.
At 31 December 2025 the Group’s net debt was approximately 69% US dollar (2024: 63%), 18% euro (2024: 26%) and 13% debt in other currencies,
including pound sterling (2024: 11%). The translation of the interest element of euro and US dollar debt provides a partial income statement offset
to the translation of earnings.
The Group calculates a hypothetical foreign exchange impact on the income statement and foreign currency translation of net investments in
foreign subsidiaries for a 10% movement in foreign exchange rates. The Group’s principal foreign currency exposure is the euro. A 10% movement
in €/$ would result in a $39m increase/decrease in operating profit and a $58m increase/decrease in other comprehensive income. The other
comprehensive income impact also includes the offsetting impact from financial instruments used to hedge the retranslation of euro net
investment in subsidiaries, which is $51m. Where possible, currency cash flows are used to settle liabilities in the same currency in preference
to selling currency in the market.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
182
Annual Report 2025
The results of the sensitivity analysis should not be considered as projections of likely future events, gains or losses as actual results in the future
may differ materially due to developments in the global financial markets which may cause fluctuations in exchange rates to vary from
hypothetical amounts disclosed above.
Comparative figures to foreign exchange risk sensitivity are not disclosed in the Annual Report 2025. Due to the presentational currency change
of the Group that is applied prospectively from 1 January 2025, it would not be practicable to compare the re-presented results of the data prior
Interest rate risk
The Group seeks to manage interest rate risk to ensure reasonable certainty of its interest charge while allowing an element of risk exposure
consistent with the variability of its cash flows. Interest rate risk is managed by the use of fixed interest debt and interest rate derivatives, which
are approved in advance by the Treasury Committee. The Group policy is to fix a minimum of 50% of its estimated future interest rate exposures
(excluding pensions) for a minimum period of 12 months forward. The Treasury Committee reviews this exposure monthly.
A hypothetical 1.0% increase in euro interest rates would reduce the market value of the Group’s bond liabilities by $61m at 31 December 2025
(2024: $76m). The income statement impact is $nil as changes in interest rates do not change the expected cash flows on the bonds.
A hypothetical 1.0% increase in pound sterling interest rates would reduce the market value of the Group’s bond liabilities by $27m at
31 December 2025 (2024: $28m). The income statement impact is $nil (2024: $nil).
A hypothetical 1.0% increase in US dollar interest rates would reduce the market value of the Group’s bond liabilities by $63m at 31 December
2025 (2024: $nil). The income statement impact is $3m (2024: $3m) as certain leases are denominated in US dollars with floating interest rates.
(Note that the $700m term loan was 37.5% hedged on a weighted average basis in 2024).
The Group had outstanding bond debt issues at 31 December 2025 with a fair market value of $4,814m (2024: $3,105m). This is above the book
value of $4,748m (2024: $3,122m) as a result of decreases in interest rates in the UK, USA, and Europe. There are no circumstances where the
Group would be obliged to pay the fair market value. The Group could however decide to redeem some or all of its bonds early and the fair
The Group is committed to maintaining a debt/equity structure that allows continued access to a broad range of financing sources and sufficient
flexibility to pursue commercial opportunities as they present themselves, without onerous financing terms and conditions. The Group’s policy is
to maintain a strong capital base so as to maintain investor, creditor, and market confidence and to support the Group’s strategy. The Group uses
S&P’s and Fitch’s ratings methodologies for a BBB issuer to manage its capital risk. In the event that a ratings downgrade is likely, net debt can
be managed by reducing or suspending dividends, M&A spend, and capital expenditure. The Group would also consider raising additional equity
(e) Treasury risk
The Group’s treasury activities are governed by a treasury policy, which is reviewed and approved by the Board on an annual basis. The treasury
policy covers all activities associated with managing the above risks. The policy requires that financial instruments are only utilised to manage
known financial exposures, and speculative derivative contracts are not entered into. The treasury policy requires that treasury must approve
opening and closing of all bank accounts, and that funds transfers and other payments are only made in accordance with bank mandates.
To ensure an appropriate control environment exists in the treasury function, duties are segregated between front and back office teams.
Net debt is used to assess the Group’s financial capacity. Net debt is not a measure defined by IFRS. Management defines net debt as the total of
bank and other borrowings, lease liabilities, other investments, fair value of debt-related derivatives, and cash and cash equivalents (as presented
in the Consolidated Balance Sheet).
Closing net debt comprises:
2025 |
2024 |
||
Notes |
$m |
$m |
|
Current |
|||
Cash and cash equivalents in the Consolidated Balance Sheet |
C3 |
2,319 |
1,158 |
Other investments 1 |
C4 |
2 |
1 |
Fair value of debt-related derivatives |
56 |
(3) |
|
Bank and other short-term borrowings 2 |
(1,411) |
(1,460) |
|
Lease liabilities |
B4 |
(171) |
(163) |
Non-current |
|||
Fair value of debt-related derivatives |
103 |
(29) |
|
Bank and other long-term borrowings 3 |
(4,156) |
(3,127) |
|
Lease liabilities |
B4 |
(392) |
(394) |
Total net debt |
(3,650) |
(4,017) |
1.
Net debt excludes other investments which are non-cash, such as the investment in unlisted shares.
2. Bank and other short-term borrowings consists of $586m bond debt (2024: $nil), $730m overdraft (2024: $692m), $30m loans (2024: $720m), and $65m bond accruals (2024: $48m).
3.
Bank and other long-term borrowings consists of $4,155m bond debt (2024: $3,122m) and $1m loans (2024: $5m).
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
183
Annual Report 2025
The currency split and cash flows of bank, other borrowings, and debt-related derivatives are as follows:
2025 | 2024 | |
$m | $m | |
Pound sterling | 1,265 | 1,153 |
Euro | 1,243 | 1,093 |
US dollar | 2,860 | 2,362 |
Other currencies | 40 | 11 |
Carrying value | 5,408 | 4,619 |
Effect of discounting | 844 | 484 |
Undiscounted value | 6,252 | 5,103 |
Analysis of undiscounted cash flows of bank and other borrowings: | ||
Less than one year | 1,461 | 1,565 |
Between one and five years | 3,573 | 2,314 |
More than five years | 1,218 | 1,224 |
Future minimum payments | 6,252 | 5,103 |
Reconciliation of net change in cash and cash equivalents to net debt:
Non-cash | Non-cash | |||||
(fair value | (foreign | |||||
changes, | exchange, | |||||
Opening | Cash | accruals and | additions | Closing | ||
2025 | flows | acquisitions) | and other) | 2025 | ||
Notes | $m | $m | $m | $m | $m | |
Bank and other short-term borrowings | (1,460) | 700 | (65) | (586) | (1,411) | |
Bank and other long-term borrowings | (3,127) | (1,232) | – | 203 | (4,156) | |
Lease liabilities | B4 | (557) | 223 | (176) | (53) | (563) |
Other investments | 1 | 1 | – | – | 2 | |
Fair value of debt-related derivatives | (32) | 39 | (58) | 210 | 159 | |
Gross debt | (5,175) | (269) | (299) | (226) | (5,969) | |
Cash and cash equivalents in the Consolidated Balance Sheet | 1,158 | 1,161 | – | – | 2,319 | |
Net debt | (4,017) | 892 | (299) | (226) | (3,650) |
Non-cash | Non-cash | |||||
(fair value | (foreign | |||||
changes, | exchange, | |||||
Opening | Cash | accruals and | additions | Closing | ||
2024 | flows | acquisitions) | and other) | 2024 | ||
Notes | $m | $m | $m | $m | $m | |
Bank and other short-term borrowings | (1,444) | 769 | (126) | (659) | (1,460) | |
Bank and other long-term borrowings | (4,016) | – | – | 889 | (3,127) | |
Lease liabilities | B4 | (567) | 216 | (186) | (20) | (557) |
Other investments | 1 | – | – | (0) | 1 | |
Fair value of debt-related derivatives | 29 | 87 | (9) | (139) | (32) | |
Gross debt | (5,997) | 1,072 | (321) | 71 | (5,175) | |
Cash and cash equivalents in the Consolidated Balance Sheet | 1,989 | (814) | – | (17) | 1,158 | |
Net debt | (4,008) | 258 | (321) | 54 | (4,017) |
Included within the net decrease in cash and cash equivalents is $9m (2024: $11m) cash paid on debt-related foreign exchange forward contracts
(which is included within financing activities in the Consolidated Cash Flow Statement).
The total cash inflow in borrowings of $532m (2024: $464m outflow) includes $1,232m proceeds from new debt (included in financing activities)
(2024:$nil) and $700m debt repayment (included in financing activities) (2024: $464m).
The derivatives cash outflow of $39m (2024: $85m outflow) includes $9m (2024: $49m outflow) of cash paid on debt-related foreign exchange
swaps (included in financing activities) and $30m (2024: $36m) interest paid (included in operating activities).
The cash outflow of $223m from lease liabilities (2024: $216m) includes $192m (2024: $185m) capital paid (included within financing activities)
and $31m (2024: $31m) interest paid (included in operating activities).
Fair value is equal to carrying value for all elements of net debt with the exception of bond debt which has a carrying value of $4,748m
(2024: $3,122m) and a fair value of $4,814m (2024: $3,105m).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
184
Annual Report 2025
The Group operates notional pooling arrangements whereby cash balances and overdrafts held within the same bank have a legal right of offset.
Derivative financial instruments held with the same bank and have a legal right to offset are shown net. The following table shows the effect of
offsetting in the balance sheet due to financial instruments subject to enforceable netting arrangements:
Gross amounts |
Net amounts |
Amount subject |
||||
set off in the |
presented in the |
to master netting |
||||
Gross amount |
balance sheet |
balance sheet |
arrangement |
Net amount |
||
2025 |
2025 |
2025 |
2025 |
2025 |
||
Notes |
$m |
$m |
$m |
$m |
$m |
|
Financial assets |
||||||
Cash and cash equivalents |
C3 |
2,319 |
– |
2,319 |
(730) |
1,589 |
Trade and other receivables 1 |
A3 |
1,119 |
– |
1,119 |
– |
1,119 |
Other financial assets |
C4 |
2 |
– |
2 |
– |
2 |
Derivative financial instruments |
C6 |
182 |
– |
182 |
(21) |
161 |
Total |
3,622 |
– |
3,622 |
(751) |
2,871 |
|
Financial liabilities |
||||||
Trade and other payables 2 |
A5 |
(1,037) |
– |
(1,037) |
– |
(1,037) |
Borrowings |
C2 |
(5,567) |
– |
(5,567) |
730 |
(4,837) |
Lease liabilities |
B4 |
(563) |
– |
(563) |
– |
(563) |
Derivative financial instruments |
C6 |
(23) |
– |
(23) |
21 |
(2) |
Total |
(7,190) |
– |
(7,190) |
751 |
(6,439) |
Gross amounts |
Net amounts |
Amount subject |
||||
set off in the |
presented in the |
to master netting |
||||
Gross amount |
balance sheet |
balance sheet |
arrangement |
Net amount |
||
2024 |
2024 |
2024 |
2024 |
2024 |
||
Notes |
$m |
$m |
$m |
$m |
$m |
|
Financial assets |
||||||
Cash and cash equivalents |
C3 |
1,158 |
– |
1,158 |
(691) |
467 |
Trade and other receivables 1 |
A3 |
1,112 |
– |
1,112 |
– |
1,112 |
Other financial assets |
C4 |
1 |
– |
1 |
– |
1 |
Derivative financial instruments |
C6 |
8 |
– |
8 |
(2) |
6 |
Total |
2,278 |
– |
2,278 |
(693) |
1,585 |
|
Financial liabilities |
||||||
Trade and other payables 2 |
A5 |
(1,060) |
– |
(1,060) |
– |
(1,060) |
Borrowings |
C2 |
(4,587) |
– |
(4,587) |
691 |
(3,896) |
Lease liabilities |
B4 |
(557) |
– |
(557) |
– |
(557) |
Derivative financial instruments |
C6 |
(40) |
– |
(40) |
2 |
(38) |
Total |
(6,244) |
– |
(6,244) |
693 |
(5,551) |
1.
Trade and other receivables exclude prepayments of $84m (2024: $96m).
of three months or less (and subject to insignificant changes in value). In the cash flow statement, cash and cash equivalents are shown net
Cash at bank and in hand also includes $99m (2024: $89m) of cash held in countries with foreign exchange regulations. This cash is repatriated
to the UK where possible, if not required for operational purposes in country.
Fair value is equal to carrying value for all cash and cash equivalents.
Gross amounts |
Gross amounts |
|
2025 |
2024 |
|
$m |
$m |
|
Cash at bank and in hand |
1,390 |
997 |
Money market funds |
144 |
30 |
Short-term bank deposits |
785 |
131 |
Cash and cash equivalents in the Consolidated Balance Sheet |
2,319 |
1,158 |
Bank overdraft |
(730) |
(691) |
Cash and cash equivalents in the Consolidated Cash Flow Statement |
1,589 |
467 |
As far as it is practical to do so, cash balances are held centrally and are used first to repay borrowings under the Group’s banking facilities before
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
185
Annual Report 2025
Other investments held at year end mainly comprised investments in unlisted shares in a joint venture based in the Cayman Islands and term
deposits maturing in more than three months from the date that the deposit was placed. The weighted average effective interest rate earned is
4.2% (2024: 6.3%), with $nil fixed for six months (2024: $1m) and $2m fixed for six months to one year (2024: $1m). Fair value is equal to carrying
value for all other investments.
Financial assets are denominated in the following currencies:
2025 |
2024 |
|
$m |
$m |
|
Pound sterling |
2 |
1 |
Other |
25 |
26 |
27 |
27 |
|
Analysed as follows: |
||
Current portion |
2 |
1 |
Non-current portion |
25 |
26 |
27 |
27 |
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair
value at the balance sheet date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a
hedging instrument and, if so, the nature of the item being hedged. At the inception of the transaction, the Group documents the relationship
between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that
are used in hedging transactions are effective in offsetting changes in fair values of hedged items.
Certain financial instruments are not designated or do not qualify for hedge accounting. Typically the Group will not designate financial
instruments for hedge accounting where a perfect or near perfect offset is expected between the change in value of assets and liabilities.
Changes in the fair value of any derivative instruments in this category are immediately recognised in the income statement. Where financial
instruments are designated for hedge accounting they are designated as either fair value hedge, net investment hedge, or cash flow hedge.
When designating cross-currency swaps, the cost of hedging has been excluded from the relationship and any movement in the fair value
related to the cost of hedging is deferred in equity and amortised over the life of the hedged item.
(a) Fair value hedge
These instruments are used to hedge exposure to changes in the fair value of recognised assets or liabilities. Changes in the fair value
of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in
the fair value of the hedged asset or liability that are attributable to the hedged risk. There were two fair value hedges as at the year end date
(2024: nil).
The following fair value hedges were designated in June 2025 and remain in place as at 31 December 2025:
€600m bond (maturity June 2030) and £400m bond (maturity June 2032); the notional value of the hedging instruments designated equals the
notional of the hedged items, therefore the hedge ratio is considered to be 1:1. The carrying amount of the hedged items is included within
borrowings in the Consolidated Balance Sheet.
The fair value loss on the derivative recognised in the income statement during the year amounted to $5m; this is offset by the gain on the fair
value of the hedged items of $7m, resulting in a net fair value hedge gain of $2m.
(b) Net investment hedge
These instruments are used to hedge exposure on translation of net investments in foreign operations. Any gain or loss on the hedging
instrument related to the effective portion of the hedge is recognised in other comprehensive income; the gain or loss related to the ineffective
portion is recognised immediately in the income statement. In the event of disposal of a foreign operation, the gains and losses accumulated
in other comprehensive income are recycled through the income statement. All currencies are directly hedged, therefore the hedge ratio
The Group expects that the values of the hedged item and hedging instrument will move in opposite directions in response to movements in the
The following net investment hedges were in place at 31 December 2025:
US dollar net investment hedge relationship: $1,627m (2024: $1,627m) cross-currency swaps notional, $nil (2024: $547m) loan notional and
$85m (2024: $137m) cross-currency swaps future interest cash flows have been used to hedge $1,712m (2024: $2,310m) of the net assets of the
US operating subsidiaries. The movement in the cross-currency swaps due to changes in $/£ exchange rates are in the opposite direction of the
changes due to $/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each
other. Thus we consider that this demonstrates the existence of an economic relationship.
Euro net investment hedge relationship: €434m (2024: €315m) bonds are used to hedge the net assets of the euro operating subsidiaries
totalling €434m (2024: €315m). The movement in the bonds due to changes in €/£ exchange rates are in the opposite direction of the changes
due to €/£ in the subsidiaries assets. As the critical terms match, their values will systematically change in the opposite direction of each other.
Thus we consider that this demonstrates the existence of an economic relationship.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
186
Annual Report 2025
Japanese yen (JPY) net investment hedge relationship: JPY2,000m (2024: JPY2,000m) cross-currency swap notional and JPY55m (2024:
JPY55m) cross-currency swaps future interest cash outflows have been used to hedge JPY2,055m (2024: JPY2,055m) of the net assets of the
Japanese associate. The movement in the cross-currency swaps due to changes in JPY/GBP exchange rates are in the opposite direction of the
changes due to JPY/GBP in the associate’s assets. As the critical terms match, their values will systematically change in the opposite direction
of each other. Thus we consider that this demonstrates the existence of an economic relationship.
During the year there was no gain or loss (2024: $nil) relating to ineffectiveness of net investment in foreign entity hedges. The main source of
ineffectiveness of the net investment hedge is the off-market value of the cross-currency swaps used to hedge US dollar net assets at the hedge
designation date. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is expected to remain so due
to the Group’s policy of only using counterparties with a credit rating of A- and above.
For the year ended 31 December 2025, the amount in other comprehensive income related to net investment hedge accounting was a gain
of $129m (2024: $22m loss; 2023: $136m gain).
The effect of the foreign currency-related hedging instruments on the Group’s financial position and performance is shown in the table below:
| 2025 | |||||||||
Change in | Weighted | ||||||||
Carrying | fair value of | Change in fair | average | ||||||
amount at | Notional | outstanding | value of | hedged | |||||
year end date | amount | Maturity | Hedge | instrument | hedged item | Ineffectiveness | foreign | ||
Hedging instruments | Currency | $m | $m | date | ratio | $m | $m | $m | exchange rate |
Cross-currency swaps | USD | 133 | (1,627) | May 2026 – | 1:1 | 127 | 127 | – | 1.266 |
October 2028 | |||||||||
Cross-currency swaps | JPY | 1 | (13) | June 2027 | 1:1 | 1 | 1 | – | 197.620 |
Bonds | EUR | (518) | (509) June 2027 – June | 1:1 | (22) | (22) | – | 1.162 | |
2030 | |||||||||
| 2024 | |||||||||
Change in | Weighted | ||||||||
Carrying | fair value of | Change in fair | average | ||||||
amount at | Notional | outstanding | value of | hedged | |||||
year end date | amount | Maturity | Hedge | instrument | hedged item | Ineffectiveness | foreign | ||
Hedging instruments | Currency | $m | $m | date | ratio | $m | $m | $m | exchange rate |
Cross-currency swaps | USD | 6 | (1,627) | May 2026 – | 1:1 | (6) | (6) | – | 1.241 |
October 2028 | |||||||||
Cross-currency swaps | JPY | – | (13) | June 2027 | 1:1 | (1) | (1) | – | 169.747 |
Bonds | EUR | (327) | (327) | June 2027 – June | 1:1 | 20 | 20 | – | 1.162 |
2030 | |||||||||
Term loan | USD | (547) | (547) | October 2025 | 1:1 | 8 | 8 | – | 1.110 |
The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the
year due to the impact of currency basis (excluded from the hedge relationship) and the foreign exchange impact of realised interest on the
hedging instrument (not reflected in the fair value change).
The portion of the gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive
income. Any ineffective portion is immediately recognised in the income statement. The gains or losses that are recognised in other comprehensive
income are transferred to the income statement in the same period in which the hedged cash flows affect the income statement. In the event
that the hedged item occurs or is no longer expected to occur, accumulated gains or losses held in the cash flow hedge reserve are immediately
recognised in the income statement. In the event that the hedged item is expected to occur but no longer meets the requirements of hedge
accounting, accumulated gains or losses remain in other comprehensive income and are only recognised in the income statement when the
forecast transaction occurs or is no longer expected to occur. All cash flow hedge relationships are hedges of a foreign currency risk and all
currencies were directly hedged, therefore the hedge ratio is considered to be 1:1.
Cash flow hedge accounting has been applied to derivatives (marked as ‘cash flow hedge’) in the table on page 188 in accordance with IFRS 9.
Where no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’.
The hedged item, a euro bond, creates an exposure to pay interest annually and the principal at maturity. By receiving the same amount at the
same dates through a cross-currency swap, this exposure is eliminated. Since the critical terms of the derivative and the hedged debt match
(i.e. matching currencies, payment dates, and interest rate on the leg of the swap offsetting the bond), the change in value of the derivative,
Strategic Report
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Financial Statements
Other Information
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187
Annual Report 2025
Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year there was nil ineffectiveness (2024: $2m gain) from
those derivatives in a cash flow hedge relationship. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and
is expected to remain the same because the Group’s counterparties credit rating is A- and above.
Cash flow hedge accounting has been applied to €500m (2024: €500m) of the €500m 2026 bond, €421m (2024: €421m) of the €850m 2027
bond and €600m (2024: €600m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging instruments to hedge
the volatility in the £/€ exchange rate of the bonds. Partial cash flow hedge accounting (to June 2028) has also been applied to €600m (2024: nil)
of the €600m 2030 bond and £400m (2024: nil) of the £400m 2032 bond. The interest rate swaps are used as hedging instruments to hedge the
volatility in floating rate interest rates associated to swaps directly hedging the bond coupon payments. For the year ended 31 December 2025,
the amount in other comprehensive income related to cash flow hedge accounting was a loss of $31m (2024: $35m gain; 2023: $4m gain).
The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:
| 2025 | |||||||||
Change in | Weighted | ||||||||
Carrying | fair value of | Change in fair | average | ||||||
amount at | Notional | outstanding | value of | hedged | |||||
year end date | amount | Maturity | Hedge | instrument | hedged item | Ineffectiveness | foreign | ||
Hedging instruments | Currency | $m | $m | date | ratio | $m | $m | $m | exchange rate |
Cross-currency swaps | EUR | 25 | 1,785 | May 2026 – | 1:1 | 61 | 61 | – | 1.150 |
October 2028 | |||||||||
| 2024 | |||||||||
Change in | Weighted | ||||||||
Carrying | fair value of | Change in fair | average | ||||||
amount at | Notional | outstanding | value of | hedged | |||||
year end date | amount | Maturity | Hedge | instrument | hedged item | Ineffectiveness | foreign | ||
Hedging instruments | Currency | $m | $m | date | ratio | $m | $m | $m | exchange rate |
Cross-currency swaps | EUR | (34) | 1,574 | May 2026 – | 1:1 | (50) | (47) | (3) | 1.133 |
October 2028 | |||||||||
Amount in cash flow hedge reserves related to continuing hedges is a gain of $12m (2024: $44m gain; 2023: $8m gain), and the amount related
to discontinued hedges is $nil (2024: $nil; 2023: $nil).
The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income during the
year due to the impact of currency basis (excluded from the hedge relationship) and the spot retranslation element of the fair value movement
All financial instruments held at fair value are classified by reference to the source of inputs used to derive the fair value. The following hierarchy
is used:
Level 1
– unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2
–
inputs other than quoted prices that are observable for the asset or liability, either directly as prices or indirectly through modelling
based on prices; and
Level 3
–
inputs for the asset or liability that are not based on observable market data.
Hierarchy |
||
Financial instrument |
level |
Valuation method |
Financial assets traded in active markets |
1 |
Current bid price |
Financial liabilities traded in active markets |
1 |
Current ask price |
Listed bonds |
1 |
Quoted market prices |
Money market funds |
1 |
Quoted market prices |
Interest rate/currency swaps |
2 |
Discounted cash flow based on market swap rates |
Forward foreign exchange contracts |
2 |
Forward exchange market rates |
Borrowings not traded in active markets (term loans and |
||
uncommitted facilities) |
2 |
Nominal value |
Money market deposits |
2 |
Nominal value |
Trade payables and receivables |
2 |
Nominal value less estimated credit adjustments |
Contingent consideration (including put option liability) |
3 |
Discounted cash flow using weighted average cost of capital |
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
188
Annual Report 2025
Fair value | Fair value | Fair value | Fair value | |
assets | liabilities | assets | liabilities | |
2025 | 2025 | 2024 | 2024 | |
$m | $m | $m | $m | |
Cross currency interest rate swaps and interest rate swaps (level 2): | ||||
– net investment hedge | 144 | (10) | 29 | (23) |
– cash flow hedge | 29 | (7) | 1 | (35) |
– fair value hedge | 4 | (6) | – | – |
Foreign exchange swaps (level 2): | ||||
– non-hedge | 5 | – | – | (4) |
182 | (23) | 30 | (62) | |
Analysed as follows: | ||||
Current portion | 61 | (5) | – | (4) |
Non-current portion | 121 | (18) | 30 | (58) |
Derivative financial instruments | 182 | (23) | 30 | (62) |
Contingent consideration (including put option liability) (level 3) | – | (70) | – | (94) |
Analysed as follows: | ||||
Current portion | – | (49) | – | (47) |
Non-current portion | – | (21) | – | (47) |
Other payables | – | (70) | – | (94) |
Certain interest rate swaps have been bifurcated to manage different foreign exchange risks. The interest rate swaps are shown on the balance
sheet as net derivative assets of $182m (2024: $8m) and net derivative liabilities of $22m (2024: $40m).
Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there are
not considered to be any changes in input that would have a material impact on the contingent consideration liability.
Contingent | Contingent | |
consideration | consideration | |
2025 | 2024 | |
$m | $m | |
At 1 January | 94 | 97 |
Exchange differences | 7 | (3) |
Acquisitions | 13 | 39 |
Payments | (17) | (32) |
Unused amount reversed | (25) | (9) |
Revaluation of put option | (2) | 2 |
At 31 December | 70 | 94 |
Fair value is equal to carrying value for all other trade and other payables.
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Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
189
Annual Report 2025
The table below analyses the Group’s undiscounted cash flows on borrowings and derivative financial instruments that will be settled on a gross
basis, into relevant maturity groupings based on the remaining period to the contractual maturity date at the balance sheet date.
Less than |
Between |
More than |
||
1 year |
1 and 5 years |
5 years |
Total |
|
$m |
$m |
$m |
$m |
|
At 31 December 2025 |
||||
Non-derivative financial instruments |
||||
Borrowings |
(1,518) |
(3,676) |
(1,217) |
(6,411) |
(1,518) |
(3,676) |
(1,217) |
(6,411) |
|
Derivative financial instruments |
||||
Cross-currency interest rate swaps: |
||||
– outflow |
(802) |
(1,349) |
– |
(2,151) |
– inflow |
836 |
1,444 |
– |
2,280 |
Interest rate swaps: |
||||
– outflow |
(3) |
(7) |
– |
(10) |
– inflow |
– |
– |
8 |
8 |
Foreign exchange swaps: |
||||
– outflow |
(284) |
– |
– |
(284) |
– inflow |
289 |
– |
– |
289 |
Foreign exchange forwards: |
||||
– outflow |
(48) |
– |
– |
(48) |
– inflow |
48 |
– |
– |
48 |
35 |
88 |
8 |
131 |
|
Net outflow |
(1,483) |
(3,588) |
(1,209) |
(6,280) |
At 31 December 2024 |
||||
Non-derivative financial instruments |
||||
Borrowings |
(1,534) |
(2,314) |
(1,224) |
(5,072) |
(1,534) |
(2,314) |
(1,224) |
(5,072) |
|
Derivative financial instruments |
||||
Cross-currency interest rate swaps: |
||||
– outflow |
(59) |
(2,122) |
– |
(2,181) |
– inflow |
31 |
2,032 |
– |
2,063 |
Interest rate swaps: |
||||
– outflow |
– |
– |
– |
– |
– inflow |
– |
– |
– |
– |
Foreign exchange swaps: |
||||
– outflow |
(455) |
– |
– |
(455) |
– inflow |
451 |
– |
– |
451 |
Foreign exchange forwards: |
||||
– outflow |
(13) |
– |
– |
(13) |
– inflow |
13 |
– |
– |
13 |
(32) |
(90) |
– |
(122) |
|
Net outflow |
(1,566) |
(2,404) |
(1,224) |
(5,194) |
The Group’s bank debt facilities comprise:
Facility |
Drawn at |
Interest rate |
Facility |
Drawn at |
Interest rate |
|||
amount |
year end |
Headroom |
at year end |
amount |
year end |
Headroom |
at year end |
|
2025 |
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
2024 |
|
$m |
$m |
$m |
% |
$m |
$m |
$m |
% |
|
Current |
||||||||
$700m term Loan due October 2025 |
||||||||
(repaid April 2025) |
– |
– |
– |
– |
700 |
700 |
– |
5.18 |
$50m term loan due May 2025 (ended |
||||||||
April 2025) |
– |
– |
– |
– |
50 |
– |
50 |
0.21 |
Non-current |
||||||||
$1.0bn RCF due October 2029 |
1,000 |
– |
1,000 |
0.14 |
1,000 |
– |
1,000 |
0.14 |
During April 2025, the Group fully repaid the $700m term loan with proceeds from new bonds (totalling $1.25bn) issued and terminated the $50m
term loan.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
190
Annual Report 2025
The Revolving Credit Facility (RCF) remained undrawn throughout 2024 and 2025. There are no financial covenants associated with the RCF
or any other debt facility.
Medium-term notes and bond debt comprises:
Bond interest |
Effective hedged |
Bond interest |
Effective hedged |
|
coupon |
interest rate |
coupon |
interest rate |
|
2025 |
2025 |
2024 |
2024 |
|
Current |
||||
€500m bond due May 2026 |
Fixed 0.875% |
Fixed 2.73% |
Fixed 0.875% |
Fixed 2.72% |
Non-current |
|
|||
€850m bond due June 2027 |
Fixed 3.875% |
Fixed 4.81% |
Fixed 3.875% |
Fixed 5.05% |
€600m bond due October 2028 |
Fixed 0.500% |
Fixed 2.17% |
Fixed 0.500% |
Fixed 2.17% |
€600m bond due June 2030 1 |
Fixed 4.375% |
Fixed 4.55% |
Fixed 4.375% |
Fixed 4.67% |
£400m bond due June 2032 1 |
Fixed 5.000% |
Fixed 5.35% |
Fixed 5.000% |
Fixed 5.30% |
$750m bond due April 2030² |
Fixed 5.000% |
Fixed 5.20% |
– |
– |
$500m bond due April 2035² |
Fixed 5.625% |
Fixed 5.73% |
– |
– |
Average cost of bond debt at year-end rates |
4.38% |
4.16% |
1.
Bonds not in hedging relationship in 2024.
2. Bonds not in hedging relationship in 2025.
During April 2025, the Group issued two new bonds totalling $1.25bn, consisting of $750m due 2030 and $500m due 2035. Part of the proceeds
was used to settle the $700m term loan.
On 2 March 2026, Rentokil Initial plc redeemed in full the €500m 0.8750% Senior Unsecured Notes due 30 May 2026, at their principal amount
together with accrued interest. The redemption was carried out in accordance with the terms and conditions of the notes.
The effective hedged interest rate reflects the interest rate payable after the impact of interest due from cross-currency swaps. The Group’s
hedging strategy is to hold foreign currency debt in proportion to foreign currency profit and cash flows, which are mainly in euro and US dollar.
As a result, the Group has swapped a portion of the bonds it has issued into US dollars, thus increasing the effective hedged interest rate.
2025 |
2024 |
2023 |
||
Note |
$m |
$m |
$m |
|
Hedged interest payable on medium-term notes issued 1 |
127 |
77 |
76 |
|
Interest payable on bank loans and overdrafts 1 |
27 |
64 |
50 |
|
Interest payable on RCF 1 |
2 |
1 |
4 |
|
Interest payable on foreign exchange swaps 2 |
50 |
56 |
54 |
|
Interest payable on leases |
B4 |
31 |
31 |
30 |
Amortisation of discount on provisions |
A6 |
13 |
14 |
18 |
Foreign exchange loss on translation of foreign assets/liabilities |
– |
7 |
– |
|
Total finance cost |
250 |
250 |
232 |
1.
Interest expense on financial liabilities held at amortised cost.
2. Interest payable on foreign exchange swaps including coupon interest payable for the year was $56m (2024: $69m). $6m has been reported in other comprehensive income due
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Bank interest received |
31 |
46 |
31 |
Fair value gain on hedge ineffectiveness |
2 |
4 |
3 |
Foreign exchange gain on translation of foreign assets/liabilities |
10 |
– |
12 |
Hyperinflation accounting adjustment |
3 |
9 |
14 |
Total finance income |
46 |
59 |
60 |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
191
Annual Report 2025
D1. Dividends
2025 | 2024 | 2023 | |
$m | $m | $m | |
2022 final dividend paid – 6.50 cents per share 1 | – | – | 165 |
2023 interim dividend paid – 3.44 cents per share 2 | – | – | 87 |
2023 final dividend paid – 7.41 cents per share 1 | – | 186 | – |
2024 interim dividend paid – 4.15 cents per share 2 | – | 106 | – |
2024 final dividend paid – 7.91 cents per share 1 | 198 | – | – |
2025 interim dividend paid – 4.15 cents per share | 106 | – | – |
304 | 292 | 252 |
1.
Represented at exchange rate prevailing at AGM’s date (2024: 5.93 pence per share; 2023: 5.93 pence per share).
2. Represented at exchange rate prevailing at date of announcement (2024: 3.16 pence per share; 2023: 2.75 pence per share).
An interim dividend of 4.15 cents per share was paid on 22 September 2025, amounting to $106m. A final dividend in respect of 2025
of 8.24 cents per share is to be proposed at the Annual General Meeting on 7 May 2026.
The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2025, but not recognised as a liability
At the year end, the Company’s issued share capital consisted of ordinary shares of 1p each, with one voting right per share, as detailed below.
During the year, 1,500,000 new shares were issued in relation to employee share schemes.
2025 | 2024 | |
$m | $m | |
Issued and fully paid | ||
At 31 December 2025 – 2,526,039,885 shares (2024: 2,524,539,885) | 41 | 41 |
The Group has contingent liabilities relating to guarantees in respect of leasehold properties, pensions, third parties, tax, and litigation.
The Group also has contingent liabilities for the management or remediation of environmental issues. These issues tend to be complex to
determine and resolve and may be material, although it is often not possible to accurately predict future costs reliably. The possibility of any
significant outflows in respect of these items is considered to be remote.
In November 2024, a purported class action lawsuit was filed on behalf of shareholders who purchased American Depositary Shares in the
US between 1 December 2023 and 10 September 2024. The defendants are the Company and three current and former senior executives,
Andy Ransom, Stuart Ingall-Tombs, and Bradley Paulsen. The complaint alleges that management made false statements about the progress
of the integration of Rentokil and Terminix and its impact upon growth in the US and seeks relief under sections 10(b) and 20(a) of the Securities
Exchange Act and SEC rule 10(b)5. The Company and the individual defendants intend to vigorously defend the lawsuit.
In April 2025, a purported class action lawsuit was filed in state court in California alleging misrepresentation in the registration statement and
prospectuses for the securities issued as part of the acquisition of Terminix. The defendants are the Company, former senior executives Brett
Ponton and John Myers, and members of the Company’s Board of Directors. The complaint alleges that the Company made false and misleading
statements in the registration and prospectuses in relation to the securities offered as part of the acquisition of Terminix and seeks relief under
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
192
Annual Report 2025
Subsidiaries
All transactions between Group subsidiaries were transacted at arm’s length during the ordinary course of business and have been eliminated
on consolidation, along with any outstanding balances, and accordingly are not disclosed in this note.
The Group’s strategy and policy are managed by the Board and Executive Leadership Team. Their compensation is shown below:
2025 |
2024 |
2023 |
|
$m |
$m |
$m |
|
Salaries and other short-term employee benefits |
15 |
10 |
12 |
Post-employment benefits |
1 |
– |
3 |
Share-based payments |
2 |
4 |
5 |
18 |
14 |
20 |
A list of joint ventures and associate entities can be found in the related undertakings disclosures. There are no significant transactions between
On 2 March 2026, Rentokil Initial plc redeemed in full the €500m 0.8750% Senior Unsecured Notes due 30 May 2026, at their principal amount
together with accrued interest. The redemption was carried out in accordance with the terms and conditions of the notes. There were no other
significant events between 31 December 2025 and the date of approval of these accounts that would require amendments to or additional
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
193
Annual Report 2025
All undertakings are indirectly owned by the Company unless otherwise stated.
Subsidiaries
% held by |
||
Group |
||
Company name |
Share class |
companies |
Argentina |
||
Calle 70 No. 2720, Necochea city, Province of Buenos Aires, Argentina |
||
Ecotec Interocéanica S.A. |
Ordinary |
100% |
Aruba |
||
Avenida Milio Croes 92, Oranjestad, Aruba |
||
R&M Professional Pest Control N.V. 1 |
Ordinary |
100% |
Australia |
||
c/– Edwards Marshall, level 3/153 Flinders St, Flinders Street, Adelaide |
||
SA 5000, Australia |
||
Allstate Holdings (SA) Pty Ltd |
Ordinary |
100% |
Allstate Pest Control Pty Ltd |
Ordinary |
100% |
Allstate Services Pty Ltd |
Ordinary |
100% |
Unit A1, 3-29 Birnie Ave, Lidcombe Business Park, Lidcombe NSW |
||
2141, Australia |
||
Cannon Hygiene Australia Pty Limited |
Ordinary |
100% |
Geelong Pest Control Pty Ltd |
Ordinary |
100% |
Green Fingers Plant Hire Pty Limited |
Ordinary |
100% |
Knock Out Pest Control Pty Limited |
Ordinary |
100% |
Pest Away Australia Pty Limited |
Ordinary |
100% |
Rentokil Australia Pty Limited |
Ordinary |
100% |
Rentokil Initial Asia Pacific Pty Limited |
Ordinary |
100% |
Rentokil Initial Pty Limited |
Ordinary |
100% |
Rentokil Initial Track Spray Pty Ltd |
Ordinary |
100% |
Rentokil Pest Control (QLD) Pty Limited |
Ordinary |
100% |
Rentokil Pest Holdings Pty Limited |
Ordinary |
100% |
Rentokil Pty Ltd |
Ordinary |
100% |
Preference |
100% |
|
Austria |
||
Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria |
||
Rentokil Initial GmbH |
Ordinary |
100% |
Bahamas |
||
Corporate Services International, 308 East Bay Street, Nassau, |
||
PO BOX N-7527, Bahamas |
||
Rentokil Initial (Bahamas) Limited |
Ordinary |
100% |
5th Terrace Centreville, P.O. Box N-1388, Nassau, New Providence, |
||
Bahamas |
||
Tropical Exterminators (Holdings) Limited |
Common |
100% |
Tropical Exterminators Limited |
Common |
100% |
Barbados |
||
One Welches, Welches St. Thomas, Barbados |
||
Rentokil Initial (Barbados) Limited |
Ordinary |
100% |
Belgium |
||
Brandekensweg 2, Schelle, 2627, Belgium |
||
Ambius N.V. |
Ordinary |
100% |
Bug Busters B.V. 1 |
Ordinary |
100% |
Initial Belux NV |
Ordinary |
100% |
Rentokil N.V. |
Ordinary |
100% |
Brazil |
||
Rua Maria Braga Lima Dias, Alto Cajueiros, Macaé, Rio de Janeiro, 120, |
||
Brazil |
||
Ativa Controle Ambiental Ltda |
Ordinary |
100% |
Avenida Afonso Pena, nº 808, Santos, 11020-004, Brazil |
||
Ecotec Brasil Tratamentos Fitossanitários |
Ordinary |
100% |
Ltda |
% held by |
||
Group |
||
Company name |
Share class |
companies |
Rua Professor José Vieira de Mendonça, 770, Sala 308, Belo |
||
Horizonte, Estado de Minas Gerais, Brazil |
||
Ecovec Comercio E Licenciamento De |
Ordinary |
100% |
Tecnologias Ltda |
||
Torrinha Street 171, Bairro Parque da Figueira, Campinas, CEP |
||
13040-310, Brazil |
||
Impacto Controle de Pragas Ltda. |
Ordinary |
100% |
Celido Utz, 66, Igrejinha, Rio Grande do Sul, Brazil |
||
Imunizadora Hoffmann Ltda |
Ordinary |
100% |
Rua Francisco Gonçalo, 16, Loja A, Bairro Pires Façanha, Eusébio, |
||
Ceará, CEP 61775-070, Brazil |
||
Protecta Manejo Integrado de Pragas Ltda |
Ordinary |
100% |
Avenida Ceci, 348, Fundos, Centro Empresarial Tambore, CEP |
||
06460-120, Barueri -SP, Brazil |
||
Rentokil Initial Do Brasil Ltda |
Ordinary |
100% |
Rua Cancioneiro Popular, 456, Chacara, Santo Antonio, SP, Brazil |
||
Tecnomad Ltda. 1 |
Ordinary |
100% |
Rua Pesqueira, 59 e 59 Fundos, CEP 22.250-145, Bonsucesso, Brazil |
||
Techvet Serviços Ltda. 1 |
Ordinary |
100% |
R. Alagoas, 3098, Rua Alagoas, Curitiba, PR, 80630-050, Brazil |
||
União Sul Controle de Pragas Ltda ME |
Ordinary |
100% |
Brunei Darussalam |
||
Unit D1 & D1-1 Block D, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Gadong |
||
B, Brunei Muara, BE1318, Brunei Darussalam |
||
Rentokil Initial (B) Sdn Bhd |
Non- |
100% |
redeemable |
||
preference |
||
shares |
||
Ordinary |
90% |
|
Unit D3, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Bandar Seri Begawan, |
||
Brunei Muara, BE1318, Brunei Darussalam |
||
Rentokil Initial South East Asia Sdn Bhd |
Ordinary |
90% |
Canada |
||
Suite 900, 1959 Upper Water Street, Halifax NS B3J 2X2, Canada |
||
Rentokil Canada Corporation |
Common |
100% |
Class A |
||
Common |
||
Class B |
||
415 Villa Dr, Villa Drive, Little Bras D’or, Cape Breton Regional NS B1Y |
||
2Z2, Canada |
||
Cape Breton Pest Control Limited 1 |
Class A |
100% |
Preferred |
||
Class B |
||
Common |
||
Class C |
||
Common |
||
Chile |
||
Galvarino 8481, Bodega 3, Quilicura, Santiago, Chile |
||
Comercializadora de Insumos y Servicios |
Social Rights |
100% |
Mauco Limitada |
||
El Trapiche No.1322, Galpón No 4, Codominio Pacific, Coquimbo, Chile |
||
Control De Plagas Hidalgo Y Rodriguez |
Ordinary |
100% |
Limitada |
Related Undertakings
continued
Rentokil Initial plc
194
Annual Report 2025
% held by | ||
Group | ||
Company name | Share class | companies |
Av. El Bosque PC 12 Lo Boza dpto, B05 Pudahuel, Santiago, Chile | ||
Desan SPA | Ordinary | 100% |
Av. Víctor Uribe No. 2080 Quilicura, Santiago, Chile | ||
Ingeclean S.A | Ordinary | 100% |
Rentokil Initial Chile SpA | Ordinary | 100% |
Av. El Salto, Santiago, 4001, Chile | ||
Ingeniería en Sanitización S.A | Ordinary | 100% |
San Martin, Los Ángeles, N° 399, Chile | ||
Plaguisur Limitada | Ordinary | 100% |
Av. Pdte Ibañez 352, Puerto Montt, Chile | ||
Sociedad Comercial 7 Plagas Limitada | Ordinary | 100% |
Calle Montreal 4566, San Miguel, Santiago, Chile | ||
Comercial Mauco SpA 1 | Ordinary | 100% |
Av. Cuatro Esquinas 1529, 1722215 La Serena, Coquimbo, Chile | ||
Fumigaciones y Servicios Ambientales SpA 1 | Ordinary | 100% |
People’s Republic of China | ||
Room 1001, Yijingyuan Comprehensive Building, Hang Zhou Shi, | ||
Zhe Jiang Sheng, 310013, China | ||
Hangzhou Research Institute of Profume | Ordinary | 80% |
Fumigation Co. Ltd. | ||
Room 103, Building 2, Yuzhongxili #42, Beijing, China | ||
Rentokil Initial (China) Ltd | Ordinary | 100% |
Room (2-1), Unit19, Xindian Xingzuo, Haishu district, Ningbo City, | ||
Zhejiang Province, China | ||
Ningbo Yuying Pest Control Technology | Ordinary | 95% |
Co., Ltd 1 | ||
Room 4600, Floor 1, Building 8, No. 33 Guangshun Rd, Changning | ||
District, Shanghai City, China | ||
Shanghai Boecker Environmental | Ordinary | 100% |
Technology Co. Ltd 1 | ||
Colombia | ||
Balor Medellín, Carrera 65A #34A-09, Balor Bogotá Calle 82 #22-06, | ||
Medellín, Colombia | ||
Balor S.A.S. | Ordinary | 100% |
Cr 42A 80B 07, Barranquilla, Colombia | ||
Colplagas S.A.S | Ordinary | 100% |
Calle 162# 20-08, Bogota, Colombia | ||
Continental De Fumigaciones S.A.S | Ordinary | 100% |
Cr 20 No 162-11, Colombia | ||
Fumigaciones Young S.A.S | Ordinary | 100% |
Calle 15 Sur, No 48-130 Medellin, Antioquia, Colombia | ||
Fumigax SAS | Ordinary | 100% |
Carrera 19B No 164A-81, Bogota, Colombia | ||
Rentokil Initial Colombia S.A.S. | Common | 100% |
Costa Rica | ||
San Jose-Escazu San Rafael, Terraforte Building Second Floor, | ||
Cordero, Cordero Abogados, Costa Rica | ||
Decolim Limitada | Common | 100% |
San Pedro de Montes de Oca, de la Fuente de la Hispanidad, | ||
San José, Costa Rica | ||
Fumigadora Control Tecnico De Plagas S.A. | Common | 100% |
% held by | ||
Group | ||
Company name | Share class | companies |
Curaçao | ||
Parke Komersial Korsou, A 24 Veeris, Curaçao | ||
Chuchubi Pest Control N.V. | Common | 100% |
Czech Republic | ||
Praha 2, Vyšehradská 1349/2, Prague, PSČ 12800, Czech Republic | ||
Rentokil Initial s.r.o. | Ordinary | 100% |
Denmark | ||
Paul Bergsoes Vej 22, 2600 Glostrup, Denmark | ||
Rentokil Initial A/S | Ordinary | 100% |
Gøngehusvej 253, 2790 Hørsholm, Denmark | ||
Deichmann Planter ApS | Ordinary | 100% |
El Salvador | ||
Avenida Sur, Calle Poniente 12, 2526 Edificio Villa Galicia, San | ||
Salvador, El Salvador | ||
Clean Air, S.A. de C. V. | Ordinary | 100% |
Avenida Calzada Guarda Barranco Urbanizacion, Lomas de Altamira, | ||
#14 Pasaje Clarineros, San Salvador, El Salvador | ||
SAGRIP, S.A. DE C.V. | Ordinary | 100% |
Estonia | ||
Turi Str. 3/1, 11313 , Tallinn, Estonia | ||
Rentokil OÜ | Ordinary | 100% |
Eswatini | ||
Umkhiwa House Lot 195, Karl Grant Street, Mbabane, Eswatini | ||
RI Swaziland (Pty) Ltd | Ordinary | 100% |
Fiji | ||
Lot 5, Kaua Road, Suva, Fiji | ||
Rentokil Initial Pte Limited | Ordinary | 100% |
Finland | ||
Tikkurilantie 10 Vantaa, Finland, 01380, Finland | ||
Rentokil Initial Oy | Ordinary | 100% |
Kimokatu 5, Turku, 20380, Finland | ||
Antitec Oy 1 | Ordinary | 100% |
France | ||
209 rue de la Belle Etoile, 95700, Roissy-en-France, France | ||
Ambius SAS | Ordinary | 100% |
145, rue de Billancourt, 92100, Boulogne Billancourt, France | ||
Initial Hygiene Services SAS | Ordinary | 100% |
39-53 boulevard Ornano Immeuble Pleyad 3, 93200, Saint-Dennis, | ||
France | ||
Rentokil Initial Environmental Services S.A.S. Ordinary | 100% | |
Rentokil Initial SAS | Ordinary | 100% |
20 B rue Louis-Philippe, 92200, Neuilly-sur-Seine, France | ||
Skillpro SAS 1 | Ordinary | 100% |
ZAC des Epineaux 7, avenue Louis Blériot 95740 Frépillon, France | ||
Technivap SAS | Ordinary | 100% |
French Guiana | ||
PAE de Degrad des cannes, Remire-Montjoly, 97354, French Guiana | ||
Rentokil Initial Guyane SARL | Ordinary | 100% |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
195
Annual Report 2025
% held by | ||
Group | ||
Company name | Share class | companies |
Germany | ||
Blierweg 2/Saarstraße, 65201, Wiesbaden, Germany | ||
Baumhaus GmbH | Ordinary | 100% |
Laufer Straße 3, 90571, Schwaig bei Nürnberg, Mittelfranken, BY, | ||
Germany | ||
IHD Dienstleistungen KG | Interest | 100% |
Piderits Bleiche 11, 33689, Bielefeld, Germany | ||
Medentex GmbH | Ordinary | 100% |
Rentokil Dental GmbH | Ordinary | 100% |
Heuesch 1, 49808, Lingen, Germany | ||
Rentokil Holdings GmbH | Ordinary | 100% |
Rentokil Initial Beteiligungs GmbH | Ordinary | 100% |
Rentokil Initial GmbH & Co. KG | Ordinary | 100% |
An der Ziegelei, 47 27383, Scheeßel-Westerholz, Germany | ||
S & A Service und Anwendungstechnik | Ordinary | 100% |
GmbH | ||
Ghana | ||
43 Cashew Road, Okpoi Gonno, Park Street, Accra, P. O. BOX 8747, | ||
Ghana | ||
Rentokil Initial Ghana Limited | Ordinary | 100% |
Greece | ||
7 Aristotelous Street, Tavros, Athens, 177 78, Greece | ||
Rentokil Initial Hellas EPE | Ordinary | 100% |
Guadeloupe | ||
7 Allee des Papillons, Dothemare, Abymes, 97139, Guadeloupe | ||
Pole Hygiene et Recyclage Group | Ordinary | 100% |
Rentokil Initial Guadeloupe Sarl | Ordinary | 100% |
131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe | ||
SOS Guadeloupe Traitement | Ordinary | 100% |
Guatemala | ||
9 Av. 39-97, Zone 8, Guatemala | ||
Servicios Agricolas Profesionales Sociedad | Ordinary | 100% |
Anonima | ||
Guernsey | ||
P O Box 155, Mill Court, La Charroterie, St Peter Port, GY1 4ET, | ||
Guernsey | ||
Felcourt Insurance Company Limited | Ordinary | 100% |
Guyana | ||
Lot 8, Charles and Drysdale Streets, Charlestown, Georgetown, | ||
Guyana | ||
Rentokil Initial Guyana Limited | Ordinary | 100% |
Honduras | ||
Colonia Palmira, Avenida Republica de Argentina, N 2017, Tegucigalpa | ||
Honduras, 11101, Honduras | ||
Compania de Servicios e Inversiones SVM | Ordinary | 100% |
Honduras, S. de R.L. | ||
Compania de Servicios SVM Olympus, | Ordinary | 100% |
S. de R.L. | ||
Compania de Servicios SVM Progressive, | Ordinary | 100% |
S. de R.L. | ||
Compania de Servicios SVM Technicians, | Ordinary | 100% |
S. de R.L. | ||
Compania de Servicios SVM Vanguard, | Ordinary | 100% |
S. de R.L. |
% held by | ||
Group | ||
Company name | Share class | companies |
San Pedro Sula, Departamento de Cortes, San Pedro Sula, Honduras | ||
Sagrip Honduras S.A. | Nominative | 100% |
Hong Kong | ||
23/F, Westin Centre, 26 Hung to Road, Kwun Tong, Kowloon, | ||
Hong Kong | ||
Rentokil Hong Kong Investment Limited | Ordinary | 100% |
Rentokil Initial Hong Kong Limited | Ordinary | 100% |
India | ||
2nd Floor, Narayani, Ambabai Temple Compound, Aarey Road, | ||
Goregaon West, Mumbai , Maharashtra, 400104, India | ||
Corporate Millennium Hygiene Solutions | Ordinary | 100% |
Private Limited | ||
Rentokil Initial Hygiene India Private Limited | Ordinary | 100% |
Office No. 301, 3rd Floor, L. D. Building, Mehra Industrial Estate, LBS | ||
Marg, Vikhroli (West), Mumbai City, Mumbai, Maharashtra, 400079, | ||
India | ||
HiCare Services Private Limited | Ordinary | 73% |
Villa No.3, Crescent Villa, Candolim, Goa, 403515, India | ||
PCI Pest Control Private Limited | Ordinary | 73% |
Indonesia | ||
South Quarter Tower B, Lantai 21, Unit E,F,G,H. JI. R.A., Kartini Kav. 8, | ||
RT. 010/RW. 004 Kel., Cilandak Barat, Kec Cilandak, Jakarta, Selatan, | ||
Indonesia | ||
PT. Calmic Indonesia | Ordinary A | 100% |
Ordinary B | ||
PT. Rentokil Indonesia | Ordinary A | 100% |
Ordinary B | ||
Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah, | ||
Abang, Jakarta Pusat, Indonesia | ||
PT. Wesen Indonesia | Ordinary | 100% |
Ireland | ||
Hazel House, Millennium Park, Naas, County Kildare, Ireland | ||
Cannon Hygiene International Limited | Ordinary | 100% |
Initial Medical Services (Ireland) Limited (t/a | Ordinary | 100% |
Healthcare Waste Mgt Servs) | ||
Pest Pulse Limited | €0.0075 | 100% |
Ordinary A | ||
€0.0075 | ||
Ordinary €0.01 | ||
Ordinary | ||
Rentokil Initial Holdings (Ireland) Limited | Ordinary | 100% |
Rentokil Initial Limited | Ordinary | 100% |
Ronaldon Limited | Ordinary | 100% |
Israel | ||
13 Hadid 7313500, Israel | ||
Eitan Amichai Pest Management IPM Ltd | Ordinary | 100% |
Yarokology Ltd. | Ordinary | 100% |
Italy | ||
Via Paolo Frisi, 4/A, 48124, Ravenna, RA, Italy | ||
Evoluzione Servizi Srl 1 | Ordinary | 100% |
Via Laurentina km. 26,500, 157 a/c, 00071, Pomezia, Italy | ||
Rentokil Initial Italia SpA | Ordinary | 100% |
Contrada S. Giovanni in Golfo, 221, Contrada San Giovanni, 86100, CB, | ||
Molise, Italy | ||
SOGESsp S.R.L. | Ordinary | 100% |
Related Undertakings
continued
Rentokil Initial plc
196
Annual Report 2025
% held by | ||
Group | ||
Company name | Share class | companies |
Jamaica | ||
39-41 Second Street, Newport West, Kingston 13, Jamaica | ||
Rentokil Initial (Jamaica) Limited | Ordinary | 100% |
Jordan | ||
Amman, Jabal AlHussien, Al Lud Str. 37 – 1st floor, Jordan | ||
Arena Public Health Co. | Ordinary | 100% |
Kenya | ||
Unit 5 Sameer Industrial Park, Road C, Off Enterprise Road Industrial | ||
Area, Nairobi, Kenya | ||
Rentokil Initial Kenya Limited | Ordinary | 100% |
Lebanon | ||
Boecker Building, Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon | ||
Boecker International SAL (Offshore) | Ordinary | 100% |
Boecker World (Holding) s.a.l. | Ordinary | 100% |
Adonis Building, Bechara el Khoury, Beirut, Lebanon | ||
Boecker Public Health s.a.l | Ordinary | 100% |
Libya | ||
Janzour, Tripoli, Libya | ||
Rentokil Delta Libya for Environmental | Ordinary | 65% |
Protection JSCO | ||
Lithuania | ||
Drobės g. 62, LT-45181, Kaunas, Lithuania | ||
Dezinfa, UAB | Ordinary | 100% |
Luxembourg | ||
Rue de la Chapelle 47, 4967, Clemency, Luxembourg | ||
Rentokil Luxembourg Sarl | Ordinary | 100% |
6 Rue Eugene Ruppert, Luxembourg, 2453, Luxembourg | ||
SVM Finance Luxembourg 1 S.a.r.l. | Ordinary | 100% |
SVM Finance Luxembourg 2 S.a.r.l. | Ordinary | 100% |
Malawi | ||
Plot No. LE 377, Patridge Avenue, Limbe, P O BOX 5135, Malawi | ||
Rentokil Initial Limited | Ordinary | 100% |
Malaysia | ||
Level 8 Symphony House, Block D13, Pusat Dagangan Dana, 47301 | ||
Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, Malaysia | ||
Rentokil Initial (M) Sdn Bhd | Ordinary | 100% |
UFTC Sdn Bhd | Ordinary | 100% |
Maldives | ||
No. 6-A, Faamudheyrige Building, Orchid Magu, Repu, Malé, Maldives | ||
Rentokil Initial Maldives (Pvt) Ltd | Preferential | 100% |
shares | ||
Martinique | ||
Zone Industrielle de Champigny, Ducos, Le Marin, 97224, Martinique | ||
Rentokil Initial Martinique Sarl | Ordinary | 100% |
Mexico | ||
Juan Álvarez #482, Colonia Centro, Monterrey, N.L., 64000, Mexico | ||
Balance Urbano Control de Plagas S.A. de CV | Ordinary | 100% |
% held by | ||
Group | ||
Company name | Share class | companies |
Sauce 29, Col. Santa Maria La Ribera, Cuauhtemoc, CDMX, 06400, | ||
Mexico | ||
Control Vifer, S.A. de C.V. | Ordinary A | 100% |
Ordinary B | ||
Servicios de Plagas Terminix, S.A. de C.V. | Ordinary A | 100% |
Ordinary B | ||
Terminix International S.A. de C.V. | Ordinary A | 100% |
Ordinary B | ||
Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico | ||
Personal Profesional de Pesticidas S.A. de C.V. Ordinary | 100% | |
Mozambique | ||
Avenida da Namaacha, kilometro 6, Residencial Mutateia, Cidade da | ||
Matola, Mozambique | ||
Rentokil Initial Mozambique Limitada | Ordinary | 100% |
Netherlands | ||
Impact 6, 6921 RZ, Duiven, Netherlands | ||
Ambius B.V. | Ordinary | 100% |
Oude Middenweg 77, 2491 AC, Den Haag, Netherlands | ||
B.V. Rentokil Funding | Ordinary A | 100% |
BET (Properties) B.V. | Ordinary | 100% |
BET Finance B.V. | Ordinary | 100% |
Holland Reconditionering B.V. | Ordinary | 100% |
Rentokil Initial Finance B.V. | Ordinary | 100% |
Rentokil Initial International B.V. | Ordinary | 100% |
Rentokil Initial Overseas (Holdings) B.V. | Ordinary | 100% |
Ravenswade 54-S, 3439, Nieuwegein, LD, Netherlands | ||
Rentokil Initial B.V. | Ordinary | 100% |
New Zealand | ||
Level 1, 89 Carbine Road, Mount Wellington, Auckland 1060, | ||
New Zealand | ||
Rentokil Initial Limited | Ordinary | 100% |
16 Leonard Road, Mount Wellington, Auckland, 1060, New Zealand | ||
Nitrogenx Limited 1 | Ordinary | 100% |
Norway | ||
Sanitetsveien 17, Postboks 84, Skjetten, 2026, Norway | ||
Rentokil Initial Norge AS | Ordinary | 100% |
Rambergveien 1, Tønsberg, 3115, Norway | ||
Skadedyrbutikken AS | Ordinary | 100% |
Pakistan | ||
S-2 Commercial, 2nd Floor, Lalik Jan Chowk, Phase II, Lahore, | ||
Cantonment, Punjab, Pakistan | ||
C-Shine Sustainable Solutions (Private) | Ordinary | 70% |
Limited | ||
Peru | ||
Calle 23 Mza, Z-1 Lote 9, Villa El Salvador, Peru | ||
Ingeclean Peru S.A.C | Ordinary | 100% |
Philippines | ||
No 73 Elisco Road, Bo, Kalawaan, Pasig City, 1600, Philippines | ||
Rentokil Initial (Philippines) Inc | Ordinary | 100% |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
197
Annual Report 2025
% held by | ||
Group | ||
Company name | Share class | companies |
Poland | ||
Ul. Jana Pawla Woronicza, Nr 31, Lok. 78, 02-640, Warszawa, Poland | ||
Rentokil Polska Sp. z o.o. | Ordinary | 100% |
Ul. Dąbrowskiego 44, 50-457, Wrocław, Poland | ||
Vaco sp. z o.o | Ordinary | 100% |
Portugal | ||
EN 115, Km 78,67, 2664-502, São Julião do Tojal, Portugal | ||
Rentokil Initial Portugal – Serviços de | Ordinary | 100% |
Protecção Ambiental, Unipessoal, Lda | ||
Republic of Korea | ||
2nd Floor, Korea Disaster Relief Association, 371-19 Sinsu-Dong, | ||
Mapo-Gu, Seoul, Korea, 121-856, Republic of Korea | ||
Rentokil Initial Korea Ltd | Common | 100% |
Saudi Arabia | ||
4477 King Abdul Aziz Road, Suleimaniya, Unit 2 Riyadh KSA, | ||
Saudi Arabia | ||
BET Trading LLC | Ordinary | 100% |
Boecker Public Health Saudia Company | Ordinary | 100% |
Limited | ||
PO Box 30164, Office No: 401, 4th Floor, Al Tamimi Building, Al Khobar | ||
North, Al Khobar, 31952, Saudi Arabia | ||
Rentokil Saudi Arabia Limited O.P.C | Ordinary | 100% |
Singapore | ||
16 Jalan Mesin, 368815, Singapore | ||
Rentokil Initial Asia Pacific Management Pte Ltd | Ordinary | 100% |
Rentokil Initial Singapore Private Limited | Ordinary | 100% |
Slovakia | ||
Kopcianska 10, Bratislava, 851 01, Slovakia | ||
Rentokil Initial s.r.o. | Ordinary | 100% |
South Africa | ||
Unit D12 Connaught Park, Riley Road, Beaconvale, Parow, 7000, | ||
South Africa | ||
Cannon Hygiene (SA) Proprietary Limited | Ordinary | 100% |
2 Stigant Road, Claremont, Cape Town, 7708, South Africa | ||
Newshelf 1232 (Pty) Ltd | Preference | 100% |
Rentokil Initial (Proprietary) Limited | Ordinary | 100% |
Rentokil Initial Dikapi JV (Pty) Limited | Ordinary | 59% |
Spain | ||
C/ Los Carros, 1 Bajo, Pobladura de Pelayo de García, 24249, Leon, | ||
Spain | ||
Desinfeccion de Plagas S.L. | Ordinary | 100% |
C/ Monasterio de Nájera 1, 50002, Zaragoza, Spain | ||
Desinfecciones Bionext, S.L. | Ordinary | 100% |
Pol. Ind. El Prado, Calle Bilbao, Nave 5, Parcel 17, 06800, Mérida, | ||
Badajoz, Spain | ||
Fumigaciones Extremeñas Merida, S.L. | Ordinary | 100% |
C/ Mar Mediiterráneo 1 (entrada por Mar Adriático, San Fernando de | ||
Henares), 28830, Madrid, Spain | ||
Initial Gaviota S.A.U | Ordinary | 100% |
Rentokil Initial España SA | Ordinary A | 100% |
Ordinary B | ||
Ordinary C |
% held by | ||
Group | ||
Company name | Share class | companies |
Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante, | ||
Spain | ||
Lokimica S.A | Ordinary | 100% |
C/de la Nena Casas, 71, 08017, Barcelona, Spain | ||
Servicios Depec S.L. | Ordinary | 100% |
C/ Palanca 34, 28045, Madrid, Spain | ||
Tecnologia y Desarrollo Medioambiental, S.L. | Ordinary | 100% |
Sri Lanka | ||
No. 307, Negombo Road, Peliyagoda, Sri Lanka | ||
Rentokil Initial Ceylon (Private) Limited | Ordinary | 100% |
Sweden | ||
Avestagatan 61, SE 163 53 Spanga, Sweden | ||
Ambius AB | Ordinary | 100% |
Rent a Plant Interessenter AB | Ordinary | 100% |
Sweden Recycling AB | Ordinary | 100% |
c/o Nomor AB, Tusbystråket 1B, 191 61, Sollentuna, Sweden | ||
Nomor AB | Ordinary | 100% |
Rentokil Försăkring AB | Ordinary | 100% |
Nomor Holding AB | Ordinary | 100% |
Terminix Nomor AB | Ordinary | 100% |
Switzerland | ||
Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland | ||
Rentokil Schweiz AG | Ordinary | 100% |
Taiwan (Province of China) | ||
14F-1, No. 26, Ln. 61, Sec. 1, Guangfu Rd., Sanchong Dist., New Taipei | ||
City, Taiwan (Province of China) | ||
Initial Hygiene Co Ltd | Ordinary | 100% |
Rentokil Co., Limited | Ordinary | 100% |
Tanzania | ||
1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, P.O. Box 21184, | ||
Dar es Salaam, Tanzania | ||
Initial Hygiene (T) Limited | Ordinary | 100% |
Thailand | ||
160 Vibhavadi Rangsit Road, Khwaeng Ratchadapisek, Khat Dindaeng, | ||
Thailand, 10400, Thailand | ||
Cannon Pest Management Co. Ltd | Ordinary | 100% |
Rentokil Initial (Thailand) Ltd | Ordinary | 100% |
Trinidad and Tobago | ||
Field no. 82, KK-LL, Aranguez South, Trinidad and Tobago | ||
Rentokil Initial (Trinidad) Limited | Ordinary | 100% |
Turkey | ||
Tuna Mahallesi Sanat Caddesi No: 17 Daire: 121, Bornova, İzmir, Turkey | ||
Rentokil Initial Çevre Sağlığı Sistemleri | Ordinary | 100% |
Ticaret ve Sanayi A.Ş | ||
Uganda | ||
Plot No 2012, Kalinabiri Road, Ntinda, Kampala, Uganda | ||
Rentokil Initial Uganda Limited | Ordinary | 100% |
Related Undertakings
continued
Rentokil Initial plc
198
Annual Report 2025
% held by | ||
Group | ||
Company name | Share class | companies |
United Arab Emirates | ||
Office number 1403, PO Box 41999, TECOM, Al Barsha Heights, Dubai, | ||
United Arab Emirates | ||
Boecker Food Safety L.L.C. | Ordinary | 100% |
Al Shafar Tower 1, 14th Floor, Office No. 1401, TECOM, Al Barsha | ||
Heights, Dubai, United Arab Emirates | ||
Boecker Pest Control L.L.C. | Ordinary | 100% |
Boecker Public Health Pest Control | Ordinary | 100% |
Equipment Trading L.L.C. | ||
National Pest Control LLC | Ordinary | 100% |
Rentokil Initial Pest Control LLC | Ordinary | 100% |
Shop No.6, Jurf Industrial Zone 2, Ajman, United Arab Emirates | ||
Rentokil Initial Pest Control L.L.C. | Ordinary | 100% |
Al Suhyeen, Rolla, Office 205, Sharjah, United Arab Emirates | ||
Specialist Int. Pest Control LLC | Ordinary | 100% |
United Kingdom | ||
AW Limited | Ordinary | 100% |
B.E.T. Building Services Limited | Ordinary | 100% |
BET (No.18) Limited | Ordinary | 100% |
BET (No.68) Limited 2 | Ordinary | 100% |
BET Environmental Services Ltd | Ordinary | 100% |
BET Pension Trust Limited | Ordinary | 100% |
BPS Offshore Services Limited 3 | Ordinary | 100% |
Broadcast Relay Service (Overseas) Limited 3 | Ordinary | 100% |
Castlefield House Limited | Ordinary | 100% |
Chard Services Limited | Ordinary | 100% |
CHL Legacy Limited 3 | Ordinary | 100% |
Contemporary Plant Designs Limited 3 | Ordinary | 100% |
DCUK (FM) Limited | Ordinary | 100% |
DCUKFM Holdings Limited | Ordinary | 100% |
DuctClean (UK) Limited | Ordinary | 100% |
Dudley Industries Limited 3 | Ordinary | 100% |
Enigma Laundries Limited | Ordinary | 100% |
Enigma Services Group Limited | Ordinary | 100% |
Enviro-Fresh Limited | Ordinary | 100% |
Environmental Contract Services Limited 3 | Ordinary | 100% |
Euroguard Technical Services Limited | Ordinary | 100% |
Grayston Central Services Limited | Ordinary | 100% |
Hometrust Limited | Ordinary | 100% |
Initial Limited 3 | Ordinary | 100% |
Initial Medical Services Limited | Ordinary | 100% |
Interior Contracts (UK) Limited 3 | Ordinary | 100% |
Kent Tropical Interiors Limited 3 | Ordinary A | 100% |
Ordinary B | ||
Marlin Global Services Limited 1,3 | Ordinary | 100% |
Manor Planting Ltd 3 | Ordinary | 100% |
Nature At Work Limited | Ordinary | 100% |
Newman’s Plants Limited 3 | Ordinary A | 100% |
Ordinary B | ||
Ordinary C | ||
Opel Transport & Trading Company Limited | Ordinary | 100% |
Paul Lomax Limited | Ordinary A | 100% |
Ordinary B | ||
Ordinary C | ||
Peter Cox Limited | Ordinary A | 100% |
Plant Nominees Limited | Ordinary | 100% |
Prime Projects International Limited 3 | Ordinary | 100% |
Prokill (UK) Ltd | Ordinary A | 100% |
Prokill Limited | Ordinary A | 100% |
Ordinary B | ||
Ordinary C | ||
Ordinary D |
% held by | ||
Group | ||
Company name | Share class | companies |
Rapid Washrooms Limited | Ordinary A | 100% |
Ordinary B | ||
Ordinary C | ||
Rentokil Dormant (No.6) Ltd | Ordinary | 100% |
Rentokil Initial (1896) Limited 3 | Ordinary | 100% |
Rentokil Initial (1993) Limited 3 | Ordinary 6% | 100% |
Non- | ||
Redeemable | ||
Preference | ||
Rentokil Initial 1927 plc | Ordinary | 100% |
Redeemable | ||
Preference: | ||
AUD, CAD, | ||
CLP, DKK, | ||
IDR, ILS, | ||
NOK, NZD, | ||
USD EUR | ||
Cumulative | ||
Preference | ||
(Non- | ||
Redeemable) | ||
Rentokil Initial Americas Limited 3 | Ordinary | 100% |
Rentokil Initial Asia Pacific Limited 3 | Ordinary | 100% |
Rentokil Initial Brazil Limited 3 | Ordinary | 100% |
Rentokil Initial Finance Limited 3 | Ordinary | 100% |
Rentokil Initial Holdings Limited 3, 4 | Ordinary | 100% |
Rentokil Initial Investments South Africa 3 | Ordinary | 100% |
Rentokil Initial Pension Trustee Limited | Ordinary | 100% |
Rentokil Initial Services Limited | Ordinary | 100% |
Rentokil Initial UK Ltd | Ordinary | 100% |
Rentokil Insurance Limited | Ordinary | 100% |
Rentokil Limited 3 | Ordinary | 100% |
Rentokil Overseas Holdings Limited 3 | Ordinary | 100% |
Rentokil Property Care Limited | Ordinary | 100% |
Rentokil Property Holdings Limited | Ordinary | 100% |
RI Dormant No.18 Limited | Ordinary | 100% |
RI Dormant No.20 Limited | Ordinary | 100% |
Saaman Limited 3 | Ordinary | 100% |
Stratton House Leasing Limited 3 | Ordinary | 100% |
SVM International Services Limited | Ordinary | 100% |
Target Express Holdings Limited | Ordinary | 100% |
Target Express Limited | Ordinary | 100% |
Target Express Parcels Limited | Ordinary | 100% |
TEB Cleaning Services Limited | Ordinary | 100% |
The Palfreymans Limited | Ordinary A | 100% |
Ordinary B | ||
Ordinary C | ||
Ordinary D | ||
Ordinary E | ||
Tropical Ambience Limited | Ordinary | 100% |
Tropical Innovation Limited 3 | Ordinary | 100% |
Urban Planters Franchise Limited 3 | Ordinary | 100% |
Waterized Limited | Ordinary | 100% |
Stephens & Carter Limited 2 | Ordinary | 100% |
The Ca’D’Oro, 45 Gordon Street, Glasgow, Scotland, G1 3PE, | ||
United Kingdom | ||
Duct Clean Services Ltd 3 | Ordinary | 100% |
Industrial Clothing Services Limited | Ordinary | 100% |
Pest Protection Services (Scotland) Limited | Ordinary A | 100% |
RI Dormant No.12 Limited | Ordinary | 100% |
Wise Property Care Ltd. | Ordinary | 100% |
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
199
Annual Report 2025
% held by |
||
Group |
||
Company name |
Share class |
companies |
United States |
||
1125 Berkshire Blvd, Suite 150, Reading PA 19610, United States |
||
Cygnet Enterprises Northwest, Inc |
Common |
100% |
Cygnet Enterprises West, Inc |
Common |
100% |
Cygnet Enterprises, Inc |
Common |
100% |
Medentex LLC |
Common |
100% |
Oliver Exterminating Dominicana Corp |
Common |
100% |
Rentokil Initial Environmental Services LLC |
Interest |
100% |
Rentokil North America, Inc. |
Ordinary |
100% |
Rentokil of Puerto Rico, Inc. |
Common |
100% |
Solitude Lake Management, LLC |
Common |
100% |
Vector Disease Acquisition, LLC |
Series A |
100% |
shares |
||
Series B |
||
shares |
||
Common |
||
shares |
||
Vector Disease Control International, LLC |
Common |
100% |
2288 150th Street Halstad MN 56548, United States |
||
Airborne Vector Control LLC |
Common |
100% |
The Corporation Trust Company, Corporation Trust Center, |
||
1209 Orange Street, Wilmington DE 19801, United States |
||
Anza, LLC |
Ordinary |
100% |
Initial Contract Services LLC |
Interest |
100% |
Ramac (US) LLC |
Interest |
100% |
Rentokil Initial US Holdings, Inc. |
Common |
100% |
Rentokil Terminix Funding, LLC |
Interest |
100% |
Secure Monthly Affordable Credit |
Common |
100% |
Corporation |
||
Secure Monthly Affordable Credit Limited |
Ordinary |
100% |
Partnership |
||
SVM Honduran Service and Investments |
Interest |
100% |
Company, LLC |
||
SVM Olympus Service Company, LLC |
Interest |
100% |
SVM Progressive Service Company, LLC |
Interest |
100% |
SVM Technicians Service Company, LLC |
Interest |
100% |
SVM Vanguard Service Company, LLC |
Interest |
100% |
Terminix Consumer Services, LLC |
Interest |
100% |
Terminix Holdings, LLC |
Interest |
100% |
Terminix International Holdings, Inc |
Common |
100% |
Terminix Management Corporation |
Interest |
100% |
Terminix Receivables Company LLC |
Interest |
100% |
The Terminix Company, LLC |
Interest |
100% |
TMX Holdco, LLC |
Interest |
100% |
United Transport America LLC |
Interest |
100% |
Virginia Properties Inc |
Ordinary |
100% |
PO Box 4510 Ten Free Street, Portland ME 04112, United States |
||
Asiatic Investments, Inc. |
Ordinary |
100% |
1000 Labarre Road, Metairie, LA 70001, United States |
||
Mississippi Mosquito Control, LLC |
Interest |
100% |
Mosquito Control of Lafourche, LLC |
Interest |
100% |
Mosquito Control Services of Florida, LLC |
Interest |
100% |
Mosquito Control Services of Georgia, LLC |
Interest |
100% |
Mosquito Control Services, L.L.C |
Interest |
100% |
Rittiner Group, L.L.C. |
Interest |
100% |
St. Charles Mosquito Control, L.L.C. |
Interest |
100% |
St. John Mosquito Control, L.L.C. |
Interest |
100% |
Terrebonne Mosquito Control, LLC |
Interest |
100% |
1000 Satellite Blvd, Ste 101, Suwanee, Gwinnett County GA 30024, |
||
United States |
||
ProPest Products, Inc. |
Ordinary |
100% |
2540, Lawrenceville Hwy, Lawrenceville, GA 30044, United States |
||
Steritech-Canada, Inc. |
Common |
100% |
% held by |
||
Group |
||
Company name |
Share class |
companies |
Asiatic Holdings LLC |
Ordinary |
100% |
463 Mountain View Drive, Suite 301, 3rd Floor, Colchester VT 05446, |
||
United States |
||
Steward Insurance Company |
Common |
100% |
860 Ridge Lake Blvd., Memphis TN 38120, United States |
||
Terminix Gift, L.L.C. |
Interest |
100% |
150 Peabody Place, Memphis TN 38103, United States |
||
The Terminix International Company Limited |
Ordinary |
100% |
Partnership |
||
The Terminix Foundation |
Interest |
100% |
Uruguay |
||
Tomás Giribaldi, apto 3, 2270, Uruguay |
||
Amalur Uruguay Sociedad Anónima |
Ordinary |
100% |
Chana, 2033, Departmento de Montevideo, Uruguay |
||
La Sanitaria S.A. |
Ordinary |
100% |
La Paz, 1227, Departamento de Montevideo, Uruguay |
||
Rentokil Uruguay S.A. |
Ordinary |
100% |
Manuel Calleros 4918, Montevideo, Uruguay |
||
Control Productos y Servicios de Higiene |
Ordinary |
100% |
Ambiental S.A. 1 |
||
Vietnam |
||
54-56 Nguyen Trai Street, Ben Thanh Ward, District 1, Ho Chi Minh |
||
City, Vietnam |
||
Rentokil Initial (Vietnam) Company Limited |
Ordinary |
100% |
Virgin Islands, US |
||
Merchants Financial Center, 4608 Tutu Park Mall, Suite 202, |
||
St Thomas, Virgin Islands, 00802-1816, Virgin Islands, U.S. |
||
Terminix International USVI, LLC |
Interest |
100% |
Related Undertakings
continued
Rentokil Initial plc
200
Annual Report 2025
% held by |
||
Group |
||
Company name |
Share class |
companies |
People’s Republic of China |
||
B3, Xunmei Industrial Zone, Fengze District, Quanzhou City, Fujian |
||
Province, China |
||
Fujian Xunke Pest Control Company Limited |
Ordinary |
30% |
Room 1005, Unit 1, Building 1, No.1 Huangjin Road, Dongguan City, |
||
Guangdong Province, China |
||
Guangdong New Hope Environmental |
||
Technology Co., Ltd. |
Ordinary |
30% |
No.14 Wenguangtingjiao Road, Chaoyang District, Shantou City, China |
||
Guangdong Vircon Pest Management |
||
Company Limited |
Ordinary A |
30% |
Egypt |
||
Third floor, Jupiter Building, B3, Majara Compound, Sheikh Zayed, |
||
Giza, Egypt |
||
ServicePros S.A.E. 5 |
Ordinary |
30% |
Japan |
||
Kudan Terrace, 1-6-5 Kudan Minami, Chiyoda-Ku, Tokyo, 102-0074, |
||
Japan |
||
Nippon Calmic Ltd |
Ordinary |
49% |
Nigeria |
||
Old Ojo Road, Off Badagry Expressway, Agboju, Lagos, 359/361, |
||
Nigeria |
||
Boecker Public Health Services Ltd |
Ordinary |
30% |
Norway |
||
Veverivegen 10, 2848 Skreia, Norway |
||
Skadedyrkontrollen øst AS |
Ordinary |
40% |
Qatar |
||
16 A Al Mana Business Tower, Doha, Qatar |
||
Boecker Public Safety Services – Qatar W.L.L. |
Ordinary |
24.5% |
United Kingdom |
||
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, |
||
United Kingdom |
||
Hometrust Kitchens Limited |
Ordinary |
25% |
Torchsound Properties Limited |
Ordinary |
50% |
1.
Acquired or incorporated by the Group in 2025.
2. Temporary restoration.
3. As permitted by section 479A of the Companies Act 2006, the Company intends
to take advantage of the audit exemption in relation to the individual accounts
of these companies.
4. Held directly by Rentokil Initial plc.
5. This entity is non-operational and the Group does not carry out business in this
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
201
Annual Report 2025
At 31 December
2025 |
2024 |
||
Notes |
£m |
£m |
|
Non-current assets |
|||
Investments |
3 |
4,470 |
4,454 |
Debtors – amounts falling due after more than one year |
4 |
– |
2,750 |
Deferred tax assets |
5 |
26 |
21 |
Derivative financial instruments |
6 |
90 |
6 |
4,586 |
7,231 |
||
Current assets |
|||
Debtors – amounts falling due within one year |
4 |
4,894 |
2,749 |
Cash and cash equivalents |
– |
1 |
|
Derivative financial instruments |
6 |
41 |
– |
4,935 |
2,750 |
||
Current liabilities |
|||
Creditors – amounts falling due within one year |
7 |
(2,753) |
(3,483) |
Bank and other borrowings |
8 |
(442) |
(564) |
Derivative financial instruments |
6 |
(3) |
– |
(3,198) |
(4,047) |
||
Net current assets/(liabilities) |
1,737 |
(1,297) |
|
Non-current liabilities |
|||
Bank and other borrowings |
8 |
(2,187) |
(2,503) |
Derivative financial instruments |
6 |
(13) |
(29) |
(2,200) |
(2,532) |
||
Net assets |
4,123 |
3,402 |
|
Equity capital and reserves |
|||
Share capital |
9 |
25 |
25 |
Share premium |
10 |
15 |
15 |
Merger relief reserve |
2,998 |
2,998 |
|
Cash flow hedge reserve |
– |
8 |
|
Retained earnings |
1,085 |
356 |
|
Total equity |
4,123 |
3,402 |
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Statement of Comprehensive
Income. The Company reported a profit for the year ended 31 December 2025 of £931m (2024: loss of £44m), following the dividends received
from subsidiaries of £1,000m.
The Financial Statements on pages 201 to 206 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Paul Edgecliffe-Johnson on 5 March 2025.
Andy Ransom
Paul Edgecliffe-Johnson
Chief Executive
Chief Financial Officer
Registered number: 05393279
Rentokil Initial plc
202
Annual Report 2025
Parent Company Statement of Changes in Equity
For the year ended 31 December
Cash flow | ||||||
Share | Share | Merger relief | hedge | Retained | Total | |
capital | premium | reserve | reserve | earnings | equity | |
£m | £m | £m | £m | £m | £m | |
At 1 January 2024 | 25 | 14 | 2,998 | 2 | 614 | 3,653 |
Loss for the year | – | – | – | – | (44) | (44) |
Other comprehensive income: | ||||||
Movement on cash flow hedge | – | – | – | 6 | – | 6 |
Tax related to items taken directly to other comprehensive income | – | – | – | – | (3) | (3) |
Total comprehensive income for the year | – | – | – | 6 | (47) | (41) |
Transactions with owners: | ||||||
Gain on stock options | – | 1 | – | – | – | 1 |
Dividends paid to equity shareholders | – | – | – | – | (229) | (229) |
Share-based payments charged to profit and loss | – | – | – | – | 4 | 4 |
Share-based payments debited to investments | – | – | – | – | 16 | 16 |
Tax related to items taken directly to equity | – | – | – | – | (2) | (2) |
At 31 December 2024 | 25 | 15 | 2,998 | 8 | 356 | 3,402 |
Profit for the year | – | – | – | – | 931 | 931 |
Other comprehensive income: | ||||||
Movement on cash flow hedge | – | – | – | (8) | – | (8) |
Tax related to items taken directly to other comprehensive income | – | – | – | – | 2 | 2 |
Total comprehensive income for the year | – | – | – | (8) | 933 | 925 |
Transactions with owners: | ||||||
Dividends paid to equity shareholders | (226) | (226) | ||||
Share-based payments charged to profit and loss | – | – | – | – | 5 | 5 |
Share-based payments debited to investments | – | – | – | – | 16 | 16 |
Tax related to items taken directly to equity | – | – | – | – | 1 | 1 |
At 31 December 2025 | 25 | 15 | 2,998 | – | 1,085 | 4,123 |
Shares of £nil (2024: £nil) have been netted against retained earnings. This represents 9.8m (2024: 11.4m) shares held by the Rentokil Initial
Employee Share Trust. The market value of these shares at 31 December 2025 was £44m (2024: £45m). Dividend income from, and voting rights
on, the shares held by the Trust have been waived.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
203
Annual Report 2025
Notes to the Parent Company Financial Statements
1. Accounting convention
These Financial Statements are prepared on a going concern basis, using the historical cost convention (as modified to include the revaluation
of certain financial instruments), and are prepared in accordance with the Companies Act 2006 as applicable to companies using 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 (IAS) in conformity with the requirements of the
Companies Act 2006 (Adopted IFRSs), 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 results of Rentokil Initial plc are included in the
Consolidated Financial Statements of Rentokil Initial plc, which are presented on pages 148 to 200.
The Company has taken advantage of the following disclosure exemptions under FRS 101, all of which have equivalent disclosures included
in the Consolidated Financial Statements:
• the requirements of paragraphs 45(b) and 46–52 of IFRS 2 Share-based Payment;
• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66, and B67
of IFRS 3 Business Combinations;
• 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: (i) paragraph 79(a)
(iv) of IAS 1; (ii) paragraph 73(e) of IAS 16 Property, Plant and Equipment; (iii) paragraph 118(e) of IAS 38 Intangible Assets; (iv) paragraphs 76 and
79(d) of IAS 40 Investment Property; and (v) paragraph 50 of IAS 41 Agriculture;
• the requirements of paragraphs 10(d), 10(f), 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 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 134(d)–134(f) and 135(c)–135(e) of IAS 36 Impairment of Asset; and
• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes.
2. Material accounting policies
Critical accounting estimates and judgements
The preparation of Financial Statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires
the Company’s Directors to exercise judgement in applying the Company’s accounting policies.
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based
on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and assumptions. Estimates and assumptions have been reviewed to assess
whether significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is present;
there were no estimates nor assumptions found to have such significant risk.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment. In the opinion of the Directors, the value of such investments
are not less than shown at the balance sheet date.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost (where
hedge accounting is not applied); any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
profit and loss account over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Company has a continuing right to defer settlement of the liability for at least 12 months
after the balance sheet date under its committed bank credit facilities.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs
from its tax base, except for differences arising on:
• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither
accounting nor taxable profit; and
• investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and
it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the
difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are
expected to apply when the deferred tax assets/liabilities are settled/recovered.
Financial instruments and risk management
The Company policy in respect of financial instruments and risk management is disclosed in Section C of the Notes to the Consolidated Financial
Statements on pages 181 to 190. Disclosures have been made on financial instruments as required by the Companies Act 2006.
Expected credit loss calculations are performed annually for intercompany debtors and are a probability-weighted estimate of credit losses based
on the Company’s historical credit loss experience adjusted for debt-specific factors.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity.
Rentokil Initial plc
204
Annual Report 2025
Notes to the Parent Company Financial Statements
continued
Share-based compensation
The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share
Plan. The economic cost of awarding shares and share options to employees is recognised as an expense in the income statement, equivalent
to the fair value of the benefit awarded. The fair value of the Performance Share Plan is determined by reference to option pricing models,
principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted
Black-Scholes model. The charge for both plans is recognised in the income statement over the vesting period of the award. At each balance
sheet date, the Group revises its estimate of the number of shares that vest or options that are expected to become exercisable. Any revision to
the original estimates is reflected in the income statement with a corresponding adjustment to equity immediately to the extent it relates to past
service, and the remainder over the rest of the vesting period.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Financial Statements in the period in which the dividends
are approved by the Company’s shareholders. Interim dividends are recognised when paid. See Note D1 to the Consolidated Financial
Statements for details of dividends proposed in the year.
3. Investments
2025 | 2024 | |
£m | £m | |
At 1 January | 4,454 | 4,438 |
Share-based payments to employees of subsidiaries | 16 | 16 |
At 31 December | 4,470 | 4,454 |
At 31 December 2025, Rentokil Initial Holdings Limited is the Company’s sole direct subsidiary undertaking. All other indirect subsidiary
undertakings are listed on pages 193 to 200.
4. Debtors
2025 | 2024 | |
£m | £m | |
Amounts falling due within one year: | ||
Amounts owed by subsidiary undertakings – non-interest-bearing loans (repayable on demand) | 2,143 | 2,740 |
Amounts owed by subsidiary undertakings – interest-bearing loan (with effective interest rate of 2.5%) | 2,750 | – |
Other debtors | 1 | 9 |
4,894 | 2,749 | |
Amounts falling due after more than one year: | ||
Amounts owed by subsidiary undertakings – interest-bearing loan (with effective interest rate of 2.5%) | – | 2,750 |
Amounts owed by subsidiary undertakings due within one year relates to an interest-bearing loan that matures in July 2026.
5. Deferred tax assets
2025 | 2024 | |
£m | £m | |
The deferred tax asset is made up as follows: | ||
LTIP | 13 | 12 |
Tax losses | 13 | 11 |
Cash flow hedge reserve | – | (2) |
26 | 21 |
The Company is within the scope of the UK income inclusion and domestic top-up tax rules enacted in Finance (No.2) Act 2023.
Based on the Group assessment of the exposure to Global Minimum Tax (GMT), no top-up tax charge is expected for the Company so there is no
current tax exposure.
The Company applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to GMT, as
provided in the amendments to IAS 12 issued in May 2023. Further information about the GMT impact on the Group can be found in the Notes to
the Consolidated Financial Statements in Note A12.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
205
Annual Report 2025
6. Derivative financial instruments
Fair value | Fair value | |||
Fair value assets | Fair value assets | liabilities | liabilities | |
2025 | 2024 | 2025 | 2024 | |
£m | £m | £m | £m | |
Interest rate swaps (level 2): | ||||
– Non-hedge | 126 | 5 | (11) | (21) |
– Cash flow hedge | 5 | 1 | (5) | (8) |
131 | 6 | (16) | (29) | |
Analysed as follows: | ||||
Current portion | 41 | – | (3) | – |
Non-current portion | 90 | 6 | (13) | (29) |
131 | 6 | (16) | (29) |
Cash flow hedge accounting has been applied to derivatives (marked as cash flow hedge in the table above) in accordance with IFRS 9. Where no
hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’. Any ineffectiveness on the cash flow hedge is taken
directly to finance costs. During the year, hedge ineffectiveness, from those derivatives in a cash flow hedge relationship recognised in the profit
and loss, was not material, being less than £100k (2024: £1m loss). Cash flow hedge accounting has been applied to €179m (2024: €179m) of the
€500m 2026 bond, and €175m (2024: €175m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging
instruments to hedge the volatility in the £/€ exchange rate of the bonds. For the year ended 31 December 2025, the amount in comprehensive
income related to cash flow hedge accounting was a loss of £8m (2024: £6m gain).
7. Creditors
2025 | 2024 | |
£m | £m | |
Amounts falling due within one year: | ||
Amounts due to subsidiary undertakings (non-interest-bearing loans repayable on demand) | 2,753 | 3,480 |
Other creditors | – | 3 |
2,753 | 3,483 |
8. Bank and other borrowings
2025 | 2024 | |
£m | £m | |
Amounts falling due within one year | 442 | 564 |
Amounts falling due after one year | 2,187 | 2,503 |
2,629 | 3,067 |
Medium-term notes and bond debt comprises:
Effective | Effective | |||
Bond | hedged | Bond | hedged | |
interest | interest | interest | interest | |
coupon | rate | coupon | rate | |
2025 | 2025 | 2024 | 2024 | |
Current | ||||
€500m bond due May 2026 | Fixed 0.875% | Fixed 1.326% | Fixed 0.875% | Fixed 1.365% |
Non-current | – | |||
€850m bond due June 2027 | Fixed 3.975% | – | Fixed 3.975% | – |
€600m bond due October 2028 | Fixed 0.500% | Fixed 0.896% | Fixed 0.500% | Fixed 0.938% |
€600m bond due June 2030 | Fixed 4.475% | – | Fixed 4.475% | – |
£400m bond due June 2032 | Fixed 5.000% | – | Fixed 5.000% | – |
Average cost of bond debt at year-end rates | 3.24% | 3.29% |
The Company bank debt facilities comprise:
Facility | Drawn at | Interest rate | Facility | Drawn at | Interest rate | |||
amount | year end | Headroom | at year end | amount | year end | Headroom | at year end | |
2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | 2024 | |
£m | £m | £m | % | £m | £m | £m | % | |
Current | ||||||||
$700m term loan due October 2025 | – | – | – | – | 559 | 559 | – | 5.18 |
$50m term loan due May 2025 | – | – | – | – | 40 | – | 40 | 0.21 |
Non-current | ||||||||
$1.0bn RCF due October 2029 | 744 | – | 744 | 0.14 | 799 | – | 799 | 0.14 |
The Revolving Credit Facility (RCF) was undrawn throughout 2024 and 2025. There are no financial covenants associated with the RCF or any
other debt facility.
Rentokil Initial plc
206
Annual Report 2025
Notes to the Parent Company Financial Statements
continued
9. Share capital
During the year, 1,500,000 new shares were issued in relation to employee share schemes.
2025 |
2024 |
|
£m |
£m |
|
Issued and fully paid: |
||
At 31 December – 2,526,039,885 shares of 1p each (2024: 2,524,539,885) |
25 |
25 |
10. Share premium
2025 | 2024 | |
£m | £m | |
At 31 December | 15 | 15 |
11. Guarantees and contingent liabilities
The Company has provided guarantees in respect of bank and other borrowings held by its subsidiary undertakings. In addition, there are
contingent liabilities in respect of litigation, pensions, and tax. The possibility of any significant outflows in respect of these items is considered
to be remote.
12. Auditors’ remuneration
Note A8 to the Consolidated Financial Statements provides details of the remuneration of the Company’s auditors for the Group.
13. Employees
The monthly average number of people employed by the Company during the year was five (2024: four). Details on employee costs are in Note
A9 to the Consolidated Financial Statements. Services for finance, taxation, treasury, legal, HR, and IT are provided by Rentokil Initial 1927 plc and
recharged to the Company. Information on Directors’ emoluments, share and other interests, transactions, and pension entitlements is included
in the Directors’ Remuneration Report in this Annual Report.
14. Share-based payments
Share-based payments for the financial year were £21m (2024: £20m), of which £5m (2024: £4m) was charged to the profit and loss account and
£16m (2024: £16m) was debited to investments. Share options relating to the Board of Directors are disclosed in the Directors’ Remuneration
Report and detailed share-based payment disclosures are shown in Note A11 to the Consolidated Financial Statements.
15. Related party transactions
The Company has not undertaken any transactions with related parties during the year, other than transactions with wholly owned related parties
of Rentokil Initial plc. Such transactions are exempt from disclosure under FRS 101. There were no transactions with non-wholly owned related
parties of Rentokil Initial plc.
16. Post balance sheet events
On 2 March 2026, Rentokil Initial plc redeemed in full the €500m 0.8750% Senior Unsecured Notes due 30 May 2026, at their principal amount
together with accrued interest. The redemption was carried out in accordance with the terms and conditions of the notes. There were no other
significant events between 31 December 2025 and the date of approval of these accounts that would require amendments to or additional
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read together with our audited Consolidated Financial Statements and the related notes thereto, included
elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report,
including information with respect to the Group’s plans and strategy for its business, includes forward-looking statements that reflect plans,
estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the ‘Risk Factors’ and sections
of this Annual Report, including ‘Cautionary Statement Regarding Forward-Looking Statements’. Therefore, actual results may differ materially
from those contained in any forward-looking statements.
The impact of macroeconomic factors on the Group’s business
Macroeconomic factors
Inflation –
The Group’s cost base is largely driven by the cost of compensation for employees, the costs of required equipment (including service
equipment and uniforms, vehicles and fuel, and technology necessary to deliver the high-quality services), and the cost of the products being
used on customer premises including service contract equipment and consumables. All of these costs are subject to inflationary pressures and
as such, sustained elevated increases in such costs may not always be possible to pass on to customers.
The Group has operations in Argentina, Ghana, Lebanon and Turkey, all hyperinflationary countries. These businesses implement frequent price
increases to offset the increases in costs they incur. This demonstrates that the Group has operations in both low and high inflationary markets,
and is accustomed to a range of inflationary environments.
During 2024 and 2025, the Group has been able to pass along the incurred inflationary impacts in the form of increased prices to its customers.
However, the Group cannot predict the extent to which it may experience future cost increases. The Group may be prevented, in whole or in part,
from passing these cost increases on to its existing and prospective customers, which could have a material adverse impact on the Group’s
business.
Shortage of products or supply chain impacts –
The Group does not have significant exposure to international logistics as the majority of its
purchased products and services are sourced in the country where they are consumed. Where there are local shortages, products are typically
able to be imported quickly from neighbouring markets. Where global shortages exist, such as recent microchip shortages impacting IT and
vehicle supply chains, the Group has been able to generally extend the life of the asset until supply chains catch up. However, should there be
long-term shortages of critical products or services in the future, then this may adversely impact the operational performance of the Group.
Labour shortages –
The goods and services of the Group are sold by front line sales employees and delivered by a highly skilled technician
workforce. These employees are supported by functional support employees in the Group’s offices around the world. The Group typically retains
around 87% of employees each year, although this can vary from year to year and by market. As a result of employees leaving each year and the
need to replace and hire additional employees for growth, the Group has established experienced recruitment teams and processes, allowing
access to many different labour marketplaces. The Group has a very strong recruitment brand and offers attractive remuneration packages and
career development opportunities. In the future, a very significant shortage of labour in a specific geography may limit the Group’s ability to
service revenue opportunities while finding qualified employees and adversely impact the operational performance of the Group.
Key indicators of performance and financial condition
The Group focuses on a variety of indicators and key operating and financial metrics, including certain non-IFRS measures, to monitor the
financial condition and performance of its business. These metrics include Revenue, Operating profit, Adjusted Operating Profit (at CER),
Adjusted Profit Before Tax, Adjusted Profit After Tax, Adjusted Earnings Per Share, Adjusted Interest, EBITDA, Adjusted EBITDA, Free Cash Flow,
Adjusted Free Cash Flow, Adjusted Free Cash Flow Conversion, Customer Retention, Colleague Retention and Lost Time Accident Rate.
Revenue –
Revenue results are primarily a function of the volume and pricing of the services and products provided to the Group’s customers
by the business, as well as the mix of services and products provided across the business. The volume of revenue is impacted by new unit sales,
the retention of existing customers and acquisitions. The Group serves both residential and commercial customers. During 2025, sales were
generated across 90 countries, with the only country accounting for greater than, or equal to, 10% of revenue from external customers being
the US (61%).
Operating profit –
This measure is calculated as revenue less operating expenses, with operating expenses consisting of employee costs, direct
materials and services, vehicle costs, property costs, depreciation and impairment of property, plant and equipment, amortisation and impairment
of intangible assets, and other operating expenses. Other operating expenses include professional fees, marketing costs, amortisation of
contract costs and movements in bad debt provision.
Adjusted Operating Profit (at CER) –
This is an adjusted measure and is presented before the amortisation and impairment of intangible assets
(excluding computer software), one-off and adjusting items (see below) and gain or loss on disposal of businesses. Given the international nature
of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of the Group when they are
translated into sterling (the functional currency of the Group). In order to help understand the underlying trading performance of the business,
revenue and profit measures are often presented at constant exchange rates (CER). CER is calculated by translating prior year reported numbers
at the average exchange rates for the current year. See ‘Constant Exchange Rates (CER)’ below (page 215).
Adjusted Profit Before and After Tax –
This non-IFRS measure is used to give management and investors an understanding of the underlying
profitability of the business over time. Adjusted Profit Before Tax is calculated by adding the following items back to profit before income tax:
amortisation and impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments.
Intangible assets (excluding computer software) are recognised on acquisition of businesses which, by their nature, can vary by size and amount
each year. As a result, amortisation of intangibles is added back to assist with understanding the underlying trading performance of the business
and to allow comparability across regions and segments. One-off and adjusting items are significant expenses or income that will have a
distortive impact on the underlying profitability of the Group. Typical examples are costs related to the acquisition of businesses, gain or loss on
disposal or closure of a business, material gains or losses on disposal of fixed assets, adjustments to legacy environmental and legacy termite
liabilities, and payments or receipts as a result of legal disputes.
Rentokil Initial plc
Annual Report 2025
207
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and
distort understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge
accounting. These adjustments are made to aid year-on-year comparability. Adjusted Profit After Tax is calculated by adding back amortisation
and impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments, and the tax effect
on these adjustments to profit before income tax.
Adjusted Earnings Per Share –
Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the
Company by the weighted average number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust
which are treated as cancelled, and including share options for which all conditions have been met. For diluted earnings per share, the weighted
average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary shares. The Group’s potentially dilutive ordinary
shares relate to the contingent issuable shares under the Group’s long-term incentive plans (LTIPs) to the extent that the performance conditions
have been met at the end of the period. These share options are issued for nil consideration to employees if performance conditions are met.
For the calculation of diluted earnings per share, 477,325 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2025 (31 December 2024: 435,578). Adjusted Earnings Per Share is a non-IFRS measure that is calculated by dividing adjusted
profit after tax by the weighted average number of ordinary shares in issue. This supplemental measure is also used by management to gain an
understanding of the underlying earnings per share performance of the business over time and enable company-to-company comparisons.
Adjusted Interest –
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation
of discount on legacy termite provision and foreign exchange and hedge accounting ineffectiveness).
EBITDA –
is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,
amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year.
Adjusted EBITDA –
is calculated by adding back one-off and adjusting items to EBITDA.
Free Cash Flow –
Free Cash Flow is a non-IFRS measure that is measured as net cash from operating activities, adjusted for cash flows related
to the purchase and sale of property, plant, equipment and intangible assets, cash flows related to leased assets, cash flows related to one-off
and adjusting items and dividends received from associates. These items are considered by management to be non-discretionary, as continued
investment in these assets is required to support the day-to-day operations of the business. This measure is also used by management to assess
how much cash there is to reinvest into the business for future growth through people, technology and M&A.
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion –
Adjusted Free Cash Flow is measured as Free Cash Flow adjusted for
product development additions and net investment hedge cash interest through other comprehensive income. This measure is also used by
management to determine the efficiency at which the business is able to convert profits into cash. Free Cash Flow Conversion is calculated
by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Profit After Tax is defined as Adjusted
Profit Before Tax adjusted for the tax effect of amortisation and impairment of intangible assets (excluding computer software) and one-off and
adjusting items and net interest adjustments.
Customer Retention –
Customer Retention is used to track the retention of the Group’s renewable customers and is calculated on a rolling,
12-month basis in order to avoid seasonal anomalies. It is defined as the total portfolio value of customers retained as a percentage of the
opening portfolio. The Group views Customer Retention as one of the key indicators of the long-term success of the business. Customer
Retention was 82.6% in the year ended 31 December 2025 and 82.1% in the year ended 31 December 2024.
Colleague Retention –
Defined as total colleagues retained in-year as a percentage of average headcount throughout the year. Colleague
retention is measured on a rolling 12-month basis. The Group considers Colleague Retention to be a key driver of Customer Retention. Colleague
Retention was 87.6% in the year ended 31 December 2025 and 86.6% in the year ended 31 December 2024. The increase of 1.0 percentage
points in the year ended 31 December 2025 as compared to the year ended 31 December 2024 was a result of a wide-ranging programme
including: a retention dashboard and manager training; monitoring for potential issues before escalation; additional mentoring resources;
and an enhanced new hire and onboarding experience.
Lost Time Accident Rate –
Defined as the number of lost time accidents per 100,000 standard working hours. The Group views Lost Time
Accident Rate as a key measure of the Group’s employees’ injury prevention. The rate was 0.28 in the year ended 31 December 2025 and
0.29 in the year ended 31 December 2024.
Certain components of results of operations
Profit before income tax –
This is calculated as revenue less operating expenses and net finance costs plus share of profit from associated
undertakings (net of tax).
Income tax expense –
The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the
amount payable on this year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some
items of income or expenditure are not taxable or deductible or may be taxable or deductible in a different accounting period.
The current income tax charge is calculated on the basis of the tax laws, enacted or substantively enacted at the balance sheet date, in the
countries where the Group’s subsidiaries and associates operate and generate taxable income. Deferred tax is an accounting adjustment to
provide for tax that is expected to arise in the future due to differences between accounting and tax bases. Deferred tax is determined using
tax rates that are expected to apply when the timing difference reverses based on tax rates which are enacted or substantively enacted at the
balance sheet date.
Profit for the year –
This measure is calculated as profit before income tax less income tax expense.
For definitions of revenue and operating profit (including operating expenses), see ‘Key Indicators of Performance and Financial Condition’ above.
208
Rentokil Initial plc
Annual Report 2025
Results of operations
Following is a discussion of the Group’s results of operations for the years ended 31 December 2025 and 2024.
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Revenue
6,908
6,617
6,385
4.4
3.6
Operating expenses:
Employee costs
(3,241)
(3,128)
(3,045)
3.6
2.7
Direct materials and services
(1,166)
(1,089)
(1,087)
7.1
0.2
Vehicle costs
(368)
(360)
(345)
2.2
4.3
Property costs
(144)
(131)
(129)
9.9
1.6
Depreciation of property, plant and equipment
(135)
(129)
(123)
4.7
4.9
Amortisation and impairment of intangible assets
(236)
(287)
(250)
(17.8)
14.8
Other operating expenses
(960)
(778)
(630)
23.4
23.5
Total operating expenses
(6,250)
(5,902)
(5,609)
5.9
5.2
Net impairment losses on financial assets
(74)
(71)
(49)
4.2
44.9
Operating profit
584
644
727
(9.3)
(11.4)
Finance income
46
59
60
(22.0)
(1.7)
Finance cost
(250)
(250)
(232)
–
7.8
Share of profit from associates
10
9
11
11.1
(18.2)
Profit before income tax
390
462
566
(15.6)
(18.4)
Income tax expense
(100)
(116)
(129)
(13.8)
(10.1)
Profit for the year
290
346
437
(16.2)
(20.8)
Revenue
Revenue increased by $291m, or 4.4%, to $6,908m in the year ended 31 December 2025 from $6,617m in the year ended 31 December 2024.
Foreign exchange had a favourable effect of $37m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2025 by $30m. The remaining growth of $224m is driven by the flow through of a full year of revenues from acquisitions
completed in the year ended 31 December 2024, alongside organic actions taken to increase the existing revenues of the Group, partially offset
by the closure of the Paragon distribution business in North America with effect from 1 April 2024, impacting revenue adversely by $18m.
The $224m of growth above consists of $179m from the Pest Control segment and $45m from the Hygiene & Wellbeing segment. See ‘Revenue
by Geographical Locations’ and ‘Revenue by Business Segment’ for further discussion.
Revenue increased by $232m, or 3.6%, to $6,617m in the year ended 31 December 2024 from $6,385m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of $9m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2024 by $87m. The remaining growth of $154m is driven by the flow through of a full year of revenues from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenues of the Group. The $154m
of growth above consists of $109m from the Pest Control segment and $45m from the Hygiene & Wellbeing segment. See ‘Revenue by
Geographical Locations’ and ‘Revenue by Business Segment’ for further discussion.
Operating expenses
Operating expenses increased by $348m, or 5.9%, to $6,250m in the year ended 31 December 2025 from $5,902m in the year ended
31 December 2024.
Operating expenses increased by $293m, or 5.2%, to $5,902m in the year ended 31 December 2024 from $5,609m in the year ended
31 December 2023.
Employee costs
Employee costs increased by $113m, or 3.6%, to $3,241m in the year ended 31 December 2025 from $3,128m in the year ended 31 December
2024. This was as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2025,
growth during the year ended 31 December 2025, and globally higher wage inflation.
Employee costs increased by $83m, or 2.7%, to $3,128m in the year ended 31 December 2024 from $3,045m in the year ended 31 December
2023. This was as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2024,
growth during the year ended 31 December 2024, and globally higher wage inflation.
Direct materials and services
Direct materials and services increased by $77m, or 7.1%, to $1,166m in the year ended 31 December 2025 from $1,089m in the year ended
31 December 2024 due to businesses acquired during the years ended 31 December 2024 and 31 December 2025 and growth during the year
ended 31 December 2025.
Direct materials and services increased by $2m, or 0.2%, to $1,089m in the year ended 31 December 2024 from $1,087m in the year ended
31 December 2023.
Vehicle costs
Vehicle costs increased by $8m, or 2.2%, to $368m in the year ended 31 December 2025 from $360m in the year ended 31 December 2024.
Vehicle costs increased by $15m, or 4.3%, to $360m in the year ended 31 December 2024 from $345m in the year ended 31 December 2023.
Property costs
Property costs decreased by $13m, or 9.9%, to $144m in the year ended 31 December 2025 from $131m in the year ended 31 December 2024.
Property costs increased by $2m, or 1.6%, to $131m in the year ended 31 December 2024 from $129m in the year ended 31 December 2023.
Rentokil Initial plc
Annual Report 2025
209
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Depreciation and impairment of property, plant and equipment
Depreciation and impairment of property, plant and equipment increased by $6m, or 4.7%, to $135m in the year ended 31 December 2025 from
$129m in the year ended 31 December 2024.
Depreciation and impairment of property, plant and equipment increased by $6m, or 4.9%, to $129m in the year ended 31 December 2024 from
£123m in the year ended 31 December 2023.
Amortisation and impairment of intangible assets
Amortisation and impairment of intangible assets decreased by $51m, or 17.8%, to $236m in the year ended 31 December 2025 from $287m in
the year ended 31 December 2024 mainly as a result of no goodwill impairments in the year ended 31 December 2025 compared to goodwill
impairments of $36m in Argentina, Brazil, Hong Kong, Israel and Lebanon in the year ended 31 December 2024.
Amortisation and impairment of intangible assets increased by $37m, or 14.8%, to $287m in the year ended 31 December 2024 from $250m in the
year ended 31 December 2023 mainly as a result of goodwill impairments of $36m in Argentina, Brazil, Hong Kong, Israel and Lebanon.
Other operating expenses
Other operating expenses increased by $182m, or 23.4%, to $960m in the year ended 31 December 2025 from $778m in the year ended
31 December 2024, largely due to additional provisions for termite damage claims of $201m in the year ended 31 December 2025.
Other operating expenses increased by $148m, or 23.5%, to $778m in the year ended 31 December 2024 from $630m in the year ended
31 December 2023, largely due to businesses acquired during the years ended 31 December 2023 and 31 December 2024.
Operating profit
Operating profit decreased by $60m, or 9.3%, to $584m in the year ended 31 December 2025 from $644m in the year ended 31 December 2024.
The increase in operating profit was a result of the increase in revenue of $291m, or 4.4%, to $6,908m in the year ended 31 December 2025 from
$6,617m in the year ended 31 December 2024 offset by the increase in operating expenses of $348m, or 5.9%, to $6,250m in the year ended
31 December 2025 from $5,902m in the year ended 31 December 2024.
Operating profit decreased by $83m, or 11.4%, to $644m in the year ended 31 December 2024 from $727m in the year ended 31 December 2023.
The decrease in operating profit was a result of the increase in revenue of $232m, or 3.6%, to $6,617m in the year ended 31 December 2024 from
$6,385m in the year ended 31 December 2023 offset by the increase in operating expenses of $293m, or 5.2%, to $5,902m in the year ended
31 December 2024 from $5,609m in the year ended 31 December 2023.
Profit before income tax
Profit before income tax decreased by $72m, or 15.6%, to $390m in the year ended 31 December 2025 from $462m in the year ended 31 December
2024 due to the decrease in operating profit by $60m, or 9.3%, to $584m in the year ended 31 December 2025 from $644m in the year ended
31 December 2024.
Profit before income tax decreased by $104m, or 18.4%, to $462m in the year ended 31 December 2024 from $566m in the year ended 31 December
2023 due to the decrease in operating profit by $83m, or 11.4%, to $644m in the year ended 31 December 2024 from $727m in the year ended
31 December 2023, with net finance costs increasing by $19m, or 11.0%, to $191m in the year ended 31 December 2024 from $172m in the year ended
31 December 2023.
Income tax expense
Income tax expense decreased by $16m, or 13.8%, to $100m in the year ended 31 December 2025 from $116m in the year ended 31 December
2024 due to lower profits. The effective tax rate of 25.6% in the year ended 31 December 2025 is higher than the effective tax rate of 25.1% in the
year ended 31 December 2024 due to the recognition of a deferred tax asset on previously unrecognised tax losses in 2024.
Income tax expense decreased by $13m, or 10.1%, to $116m in the year ended 31 December 2024 from $129m in the year ended 31 December
2023 due to lower profits. The effective tax rate of 25.1% in the year ended 31 December 2024 is higher than the effective tax rate of 22.8% in the
year ended 31 December 2023 due to there being significant one-off net prior year tax credits in 2023.
Profit for the year
Profit for the year decreased by $56m, or 16.2%, to $290m in the year ended 31 December 2025 from $346m in the year ended 31 December
2024. The decrease in profit was a result of the decrease in profit before income tax of $72m, or 15.6%, to $390m in the year ended 31 December
2025 from $462m in the year ended 31 December 2024 partially offset by the decrease in income tax expense of $16m, or 13.8%, to $100m in the
year ended 31 December 2025 from $116m in the year ended 31 December 2024.
Profit for the year decreased by $91m, or 20.8%, to $346m in the year ended 31 December 2024 from $437m in the year ended 31 December
2023. The decrease in profit was a result of the decrease in profit before income tax of $104m, or 18.4%, to $462m in the year ended 31 December
2024 from $566m in the year ended 31 December 2023 partially offset by the decrease in income tax expenses of $13m, or 10.1%, to $116m in the
year ended 31 December 2024 from $129m in the year ended 31 December 2023.
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Annual Report 2025
Revenue by geographical location
Following is a discussion of the Group’s revenues by geographical location for the years ended 31 December 2025 and 2024. For the year ended
31 December 2025, revenue from North America and International accounted for 62% and 38% of the Group’s total revenue, respectively. For the
year ended 31 December 2024, revenue from North America and International accounted for 63% and 37% of the Group’s total revenue,
respectively.
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Revenue
North America
1
4,294
4,164
4,112
3.1
1.3
International
2
2,614
2,453
2,273
6.6
7.9
Total
6,908
6,617
6,385
4.4
3.6
1. North America includes the US and Canada.
2. International includes Europe, UK & Sub-Saharan Africa, Asia & MENAT and Pacific. Europe includes France, Germany, Benelux (Belgium, The Netherlands and
Luxembourg), Central Eastern Europe, Southern Europe, Nordics (Norway, Sweden, Finland, Denmark and Poland), Latin America and Caribbean (including
Puerto Rico). UK & Sub-Saharan Africa includes UK, Ireland, Baltics and Sub-Saharan Africa (South Africa, Kenya, Tanzania, Mozambique and Malawi). Asia &
MENAT includes India, China, Indonesia, Malaysia and other Asian countries and MENAT (Turkey, United Arab Emirates, Saudi Arabia, Jordan, Ghana and Lebanon).
Pacific includes Australia, New Zealand and Fiji.
North America
Revenue increased by $130m, or 3.1%, to $4,294m in the year ended 31 December 2025 from $4,164m in the year ended 31 December 2024.
Foreign exchange had an adverse effect of $3m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2025 by $15m. The remaining growth of $118m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2024, alongside organic actions taken to increase the existing revenue of the region, partially offset
by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by $18m. A robust pricing
environment supported consistently strong price realisation, with the measures implemented to improve customer retention and increase new
business contributing to an easing of volume reductions through the year.
Including the impact of M&A and foreign exchange, contract revenue increased by $38m to $2,854m in the year ended 31 December 2025 from
$2,816m in the year ended 31 December 2024, job revenue increased by $45m to $1,021m in the year ended 31 December 2025 from $976m in
the year ended 31 December 2024 and product revenue increased by $48m to $448m in the year ended 31 December 2025 from $400m in the
year ended 31 December 2024
Revenue increased by $52m, or 1.3%, to $4,164m in the year ended 31 December 2024 from $4,112m in the year ended 31 December 2023.
Revenue was favourably impacted by revenues from acquisitions completed during the year ended 31 December 2024 by $28m. The remaining
growth of $24m is driven by the flow through of a full year of revenue from acquisitions completed in the year ended 31 December 2023,
alongside organic actions taken to increase the existing revenue of the region, partially offset by the closure of the Paragon distribution business
with effect from 1 April 2024, impacting revenue adversely by $56m.
Including the impact of M&A and foreign exchange, contract revenue increased by $31m to $2,816m in the year ended 31 December 2024 from
$2,785m in the year ended 31 December 2023, job revenue increased by $101m to $976m in the year ended 31 December 2024 from $875m in
the year ended 31 December 2023 and product revenue decreased by $34m to $400m in the year ended 31 December 2024 from $434m in the
year ended 31 December 2023.
International
Revenue increased by $161m, or 6.6%, to $2,614m in the year ended 31 December 2025 from $2,453m in the year ended 31 December 2024. This
increase was driven by Europe (including LATAM) increasing by $96m, or 8.6%, to $1,194m in the year ended 31 December 2025 from $1,098m in
the year ended 31 December 2024, UK & Sub-Saharan Africa, which increased by $36m, or 6.4%, to $591m in the year ended 31 December 2025
from $555m in the year ended 31 December 2024, Asia & MENAT, which increased by $25m, or 5.5%, to $476m in the year ended 31 December
2025 from $451m in the year ended 31 December 2024 and Pacific, which increased by $5m, or 1.5%, to $340m in the year ended 31 December
2025 from $335m in the year ended 31 December 2024.
Europe (including LATAM) saw the strongest growth in the region, driven by the Southern European markets of Spain, Portugal and Greece which
experienced good volume growth from strong overall demand and a solid pricing environment. The UK & Sub-Saharan Africa region and Asia &
MENAT also saw strong growth. In the UK this was driven by the core UK Pest control and Plants businesses and an improving performance from
our Property Services division in the second half of the year ended 31 December 2025. In Asia there was strong growth in Indonesia and India
where underlying demand growth in these fast-growing economies is strong. Growth in the Pacific region was softer across both one-off and
contract revenue due to weather related challenges which particularly impacted rural and trackspray operations in the year.
Foreign exchange had a favourable effect of $40m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2025 by $15m. The remaining growth of $106m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2024, alongside organic actions taken to increase the existing revenue of the region.
Including the impact of M&A and foreign exchange, contract revenue grew by $123m to $1,949m in the year ended 31 December 2025 from
$1,826m in the year ended 31 December 2024, job revenue increased by $32m to $560m in the year ended 31 December 2025 from $528m in
the year ended 31 December 2024 and product revenue increased by $6m to $108m in the year ended 31 December 2025 from $102m in the
year ended 31 December 2024.
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Annual Report 2025
211
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Revenue increased by $180m, or 7.9%, to $2,453m in the year ended 31 December 2024 from $2,273m in the year ended 31 December 2023.
This increase was driven by Europe (including LATAM) increasing by $55m, or 5.3%, to $1,098m in the year ended 31 December 2024 from
$1,043m in the year ended 31 December 2023, UK & Sub-Saharan Africa, which increased by $69m, or 14.2%, to $555m in the year ended
31 December 2024 from $486m in the year ended 31 December 2023, Asia & MENAT, which increased by $29m, or 6.9%, to $451m in the year
ended 31 December 2024 from $422m in the year ended 31 December 2023 and Pacific, which increased by $26m, or 8.4%, to $335m in the year
ended 31 December 2024 from $309m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of $9m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by $59m. The remaining growth of $130m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region.
Including the impact of M&A and foreign exchange, contract revenue grew by $122m to $1,826m in the year ended 31 December 2024 from
$1,704m in the year ended 31 December 2023, job revenue increased by $53m to $528m in the year ended 31 December 2024 from $475m in the
year ended 31 December 2023 and product revenue increased by $5m to $102m in the year ended 31 December 2024 from $97m in the year
ended 31 December 2023.
Revenue by business segment
Following is a discussion of the Group’s revenues by business segment for the years ended 31 December 2025 and 2024. For the year ended
31 December 2025, Pest Control and Hygiene & Wellbeing segments accounted for 83% and 17% of total revenue, respectively. For the year
ended 31 December 2024, Pest Control and Hygiene & Wellbeing segments accounted for 83% and 17% of total revenue, respectively.
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Revenue
Pest Control
5,703
5,481
5,336
4.1
2.7
Hygiene & Wellbeing
1,205
1,136
1,049
6.1
8.3
Total
6,908
6,617
6,385
4.4
3.6
Pest Control
Revenue increased by $222m, or 4.1%, to $5,703m in the year ended 31 December 2025 from $5,481m in the year ended 31 December 2024.
Foreign exchange had a favourable effect of $17m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2025 by $26m. The remaining growth of $179m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2024 alongside organic actions taken to increase the existing revenue of the segment, partially offset
by the closure of the Paragon distribution business in North America with effect from 1 April 2024, impacting revenue adversely by $18m.
Including the impacts of M&A and foreign exchange, contract revenue grew by $110m to $3,830m in the year ended 31 December 2025 from
$3,720m in the year ended 31 December 2024, job revenue increased by $64m to $1,411m in the year ended 31 December 2025 from $1,347m in
the year ended 31 December 2024, and product revenue increased by $50m to $506m in the year ended 31 December 2025 from $456m in the
year ended 31 December 2024.
Revenue increased by $145m, or 2.7%, to $5,481m in the year ended 31 December 2024 from $5,336m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of $6m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by $42m. The remaining growth of $109m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023 alongside organic actions taken to increase the existing revenue of the segment, partially offset
by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by $56m.
Including the impacts of M&A and foreign exchange, contract revenue grew by $105m to $3,720m in the year ended 31 December 2024 from
$3,615m in the year ended 31 December 2023, job revenue increased by $114m to $1,347m in the year ended 31 December 2024 from $1,233m in
the year ended 31 December 2023, and product revenue was down by $25m to $456m in the year ended 31 December 2024 from $481m in the
year ended 31 December 2023.
Hygiene & Wellbeing
Revenue increased by $69m, or 6.1%, to $1,205m in the year ended 31 December 2025 from $1,136m in the year ended 31 December 2024.
Foreign exchange had a favourable effect of $20m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2025 by $4m. The remaining growth of $45m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2024, alongside organic actions taken to increase the existing revenue of the segment.
Revenue increased by $87m, or 8.3%, to $1,136m in the year ended 31 December 2024 from $1,049m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of $3m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by $45m. The remaining growth of $45m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the segment.
212
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Annual Report 2025
Operating expenses by geographic region
Following is a discussion of the Group’s operating expenses by geographic region for the years ended 31 December 2025 and 2024.
North America
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Employee costs
1,867
1,873
1,832
(0.3)
2.2
Direct materials and services
700
640
654
9.4
(2.1)
Vehicle costs
213
208
204
2.4
2.0
Property costs
78
75
72
4.0
4.2
Depreciation of property, plant and equipment
34
37
34
(8.1)
8.8
Amortisation and impairment of intangible assets
144
156
163
(7.7)
(4.3)
Other operating expenses
779
579
501
34.5
15.6
Total
3,815
3,568
3,460
6.9
3.1
Operating expenses increased by $247m, or 6.9%, to $3,815m in the year ended 31 December 2025 from $3,568m in the year ended
31 December 2024. The main drivers of this increase was other operating expenses which increased by $200m, or 34.5%, to $779m in the year
ended 31 December 2025 from $579m in the year ended 31 December 2024, largely due to additional provisions for termite damage claims of
$201m in the year ended 31 December 2025 and direct materials and services which increased by $60m, or 9.4%, to $700m in the year ended
31 December 2025 from $640m in the year ended 31 December 2024, as a result of businesses acquired during the years ended 31 December
2024 and 31 December 2025 and growth during the year ended 31 December 2025.
Operating expenses increased by $108m, or 3.1%, to $3,568m in the year ended 31 December 2024 from $3,460m in the year ended
31 December 2023. The main drivers of this increase were other operating expenses which increased by $78m, or 15.6%, to $579m in the year
ended 31 December 2024 from $501m in the year ended 31 December 2023 and employee costs which increased by $41m, or 2.2%, to $1,873m
in the year ended 31 December 2024 from $1,832m in the year ended 31 December 2023 due to businesses acquired during the years ended
31 December 2023 and 31 December 2024, growth during the year ended 31 December 2024, and globally higher wage inflation. This was
partially offset by a decrease in direct materials and services of $14m, or 2.1%, to $640m in the year ended 31 December 2024 from $654m in the
year ended 31 December 2023.
International
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Employee costs
1,197
1,108
1,019
8.0
8.7
Direct materials and services
375
354
346
5.9
2.3
Vehicle costs
153
148
139
3.4
6.5
Property costs
55
50
49
10.0
2.0
Depreciation of property, plant and equipment
100
94
86
6.4
9.3
Amortisation and impairment of intangible assets
58
99
65
(41.4)
52.3
Other operating expenses
216
215
184
0.5
16.8
Total
2,154
2,068
1,888
4.2
9.5
Operating expenses increased by $86m, or 4.2%, to $2,154m in the year ended 31 December 2025 from $2,068m in the year ended 31 December
2024. The main driver of this was employee costs which increased by $89m, or 8.0%, to $1,197m in the year ended 31 December 2025 from
$1,108m in the year ended 31 December 2024 due to businesses acquired during the years ended 31 December 2024 and 31 December 2025,
growth during the year ended 31 December 2025, and globally higher wage inflation.
Operating expenses increased by $180m, or 9.5%, to $2,068m in the year ended 31 December 2024 from $1,888m in the year ended
31 December 2023. The main driver of this were employee costs which increased by $89m, or 8.7%, to $1,108m in the year ended 31 December
2024 from $1,019m in the year ended 31 December 2023 due to businesses acquired during the years ended 31 December 2023 and
31 December 2024, growth during the year ended 31 December 2024, and globally higher wage inflation. Further drivers were amortisation and
impairment of intangible assets which increased by $34m, or 52.3%, to $99m in the year ended 31 December 2024 from $65m in the year ended
31 December 2023 and other operating expenses which increased by $31m, or 16.8%, to $215m in the year ended 31 December 2024 from $184m
in the year ended 31 December 2023.
Rentokil Initial plc
Annual Report 2025
213
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Operating expenses by business segment
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2025 and 2024.
Pest Control
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Employee costs
2,592
2,543
2,458
1.9
3.5
Direct materials and services
856
784
794
9.2
(1.3)
Vehicle costs
307
298
289
3.0
3.1
Property costs
111
106
103
4.7
2.9
Depreciation of property, plant and equipment
68
65
59
4.6
10.2
Amortisation and impairment of intangible assets
195
243
212
(19.8)
14.6
Other operating expenses
864
658
565
31.3
16.5
Total
4,993
4,697
4,480
6.3
4.8
Operating expenses increased by $296m, or 6.3%, to $4,993m in the year ended 31 December 2025 from $4,697m in the year ended
31 December 2024. The main drivers of this was other operating expenses, which increased by $206m, or 31.3%, to $864m in the year ended
31 December 2025 from $658m in the year ended 31 December 2024 largely due to additional provisions for termite damage claims of $201m
in the year ended 31 December 2025, and other direct materials and services, which increased by $72m, or 9.2%, to $856m in the year ended
31 December 2025 from $784m in the year ended 31 December 2024 due to businesses acquired during the years ended 31 December 2024
and 31 December 2025 and growth during the year ended 31 December 2025. A further driver was employee costs, which increased by $49m,
or 1.9%, to $2,592m in the year ended 31 December 2025 from $2,543m in the year ended 31 December 2024 due to businesses acquired
during the years ended 31 December 2024 and 31 December 2025, growth during the year ended 31 December 2025, and globally higher
wage inflation. These were partially offset by amortisation and impairment of intangible assets decreasing by $48m, or 19.8%, to $195m
in the year ended 31 December 2025 from $243m in the year ended 31 December 2024 mainly due to no goodwill impairments in the year
ended 31 December 2025 compared to goodwill impairments of $36m in Argentina, Brazil, Hong Kong, Israel and Lebanon in the year ended
31 December 2024.
Operating expenses increased by $217m, or 4.8%, to $4,697m in the year ended 31 December 2024 from $4,480m in the year ended
31 December 2023. The main drivers of this were other operating expenses increased by $93m, or 16.5%, to $658m in the year ended
31 December 2024 from $565m in the year ended 31 December 2023 due to businesses acquired during the year ended 31 December 2024
and employee costs which increased by $85m, or 3.5%, to $2,543m in the year ended 31 December 2024 from $2,458m in the year ended
31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2024,
and globally higher wage inflation. A further driver was amortisation of intangible assets, which increased by $31m, or 14.6%, to $243m in the year
ended 31 December 2024 from $212m in the year ended 31 December 2023 due to businesses acquired during the period and goodwill
impairments of $36m in Argentina, Brazil, Hong Kong, Israel and Lebanon.
Hygiene & Wellbeing
% Change
2025
$m
2024
$m
2023
$m
2025
2024
Employee costs
472
438
393
7.8
11.5
Direct materials and services
219
210
206
4.3
1.9
Vehicle costs
59
58
54
1.7
7.4
Property costs
22
19
18
15.8
5.6
Depreciation of property, plant and equipment
66
66
61
–
8.2
Amortisation and impairment of intangible assets
7
12
16
(41.7)
(25.0)
Other operating expenses
131
136
120
(3.7)
13.3
Total
976
939
868
3.9
8.2
Operating expenses increased by $37m, or 3.9%, to $976m in the year ended 31 December 2025 from $939m in the year ended 31 December
2024. The main driver of this was employee costs which increased by $34m, or 7.8%, to $472m in the year ended 31 December 2025 from $438m
in the year ended 31 December 2024 due to businesses acquired during the years ended 31 December 2024 and 31 December 2025, growth
during the year ended 31 December 2025, and globally higher wage inflation.
Operating expenses increased by $71m, or 8.2%, to $939m in the year ended 31 December 2024 from $868m in the year ended 31 December
2023. The main drivers of this were employee costs which increased by $45m, or 11.5%, to $438m in the year ended 31 December 2024 from
$393m in the year ended 31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the year
and other operating expenses which increased by $16m, or 13.3%, to $136m in the year ended 31 December 2024 from $120m in the year ended
31 December 2023 as a result of businesses acquired during the year.
214
Rentokil Initial plc
Annual Report 2025
Non-IFRS measures
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under
IFRS, but management believes that these measures provide valuable additional information for users of the Financial Statements, in order to
better understand the underlying trading performance in the year from activities that will contribute to future performance. The Group’s internal
strategic planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as
complements to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are
calculated differently from the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors
should not place undue reliance on these non-IFRS measures.
The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure. All non-IFRS measures
exclude discontinued operations unless explicitly stated otherwise.
Constant exchange rates (CER)
Given the international nature of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of
the Group when they are translated into US dollar (the presentation currency of the Group). In order to help understand the underlying trading
performance of the business, revenue and profit measures are often presented at constant exchange rates. CER is calculated by translating prior
year reported numbers at the average exchange rates for the current year. This represents a change from prior periods in which CER was
calculated by a translation of current year reported numbers at the average exchange rates for the prior year. It is used to give management and
other users of the accounts clearer comparability of underlying trading performance against the prior period by removing the effects of changes
in foreign exchange rates. The major exchange rates used to calculate CER in 2025 are €/$ 0.8917 and £/$ 0.7613. Comparisons are with the year
ended 31 December 2024 unless otherwise stated.
Adjusted expenses and profit measures
Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability of the
business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures are
calculated by adding the following items back to the equivalent IFRS profit measure:
• amortisation and impairment of intangible assets (excluding computer software);
• one-off and adjusting items; and
• net interest adjustments.
Intangible assets (such as customer lists and brands) are recognised on acquisition of businesses which, by their nature, can vary by size and
amount each year. Capitalisation of innovation-related development costs will also vary from year to year. As a result, amortisation of intangibles
is added back to assist with understanding the underlying trading performance of the business and to allow comparability across regions and
categories (see table on page 159).
One-off and adjusting items are significant expenses or income that will have a distortive impact on the underlying profitability of the Group.
Typical examples are costs related to the acquisition of businesses, gain or loss on disposal or closure of a business, material gains or losses on
disposal of fixed assets, adjustments to legacy environmental and legacy termite liabilities, and payments or receipts as a result of legal disputes.
An analysis of one-off and adjusting items is set out below.
Net interest adjustments are other non-cash, or one-off and adjusting accounting gains and losses, that can cause material fluctuations and
distort understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge
accounting.
Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit,
Adjusted Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.
One-off and adjusting items
An analysis of one-off and adjusting items is set out below.
One-off and adjusting items
cost/(income)
$m
One-off and adjusting items
tax impact
$m
One-off and adjusting items
cash (outflow)/inflow
$m
2023
Acquisition and integration costs
15
(2)
(16)
Fees relating to Terminix acquisition
1
–
(31)
Terminix integration costs
99
(26)
(92)
Other
4
(1)
6
Total
119
(29)
(133)
2024
Acquisition and integration costs
11
(4)
(19)
Terminix integration costs
75
(19)
(77)
Other
24
(6)
(3)
Total
110
(29)
(99)
2025
Acquisition and integration costs
(5)
1
(18)
Termite provision movement
195
(50)
–
North America transformation costs
77
(20)
(76)
Other
20
(3)
(6)
Total
287
(72)
(100)
Rentokil Initial plc
Annual Report 2025
215
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Adjusted Interest
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy
provisions and foreign exchange and hedge accounting ineffectiveness).
2025
$m
2024
$m
2023
$m
Finance cost
250
250
232
Finance income
(46)
(59)
(60)
Add back:
Amortisation of discount on legacy provisions
(12)
(13)
(14)
Foreign exchange and hedge accounting ineffectiveness
12
(3)
15
Adjusted Interest
204
175
173
Adjusted Operating Profit
Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets
to operating profit.
2025
$m
2024
$m
2023
$m
Operating profit
584
644
727
Add back:
One-off and adjusting items
287
110
119
Amortisation and impairment of intangible assets
1
199
254
218
Adjusted Operating Profit
1,070
1,008
1,064
1. Excluding computer software.
Adjusted Profit Before and After Tax
Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of
intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,
amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax.
2025
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
390
–
287
199
876
Adjusted Profit Before Tax
Income tax expense
(100)
1
(72)
(51)
(222)
Tax on Adjusted Profit
Profit for the period
290
1
215
148
654
Adjusted Profit After Tax
2024
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
462
16
110
254
842
Adjusted Profit Before Tax
Income tax expense
(116)
(4)
(29)
(55)
(204)
Tax on Adjusted Profit
Profit for the period
346
12
81
199
638
Adjusted Profit After Tax
2023
IFRS
measures
$m
Net interest
adjustments
$m
One-off
and
adjusting
items
$m
Amortisation
and
impairment of
intangibles
$m
Non-IFRS
measures
$m
Profit before income tax
566
(1)
119
218
902
Adjusted Profit Before Tax
Income tax expense
(129)
(2)
(29)
(55)
(215)
Tax on Adjusted Profit
Profit for the period
437
(3)
90
163
687
Adjusted Profit After Tax
1. Excluding computer software.
216
Rentokil Initial plc
Annual Report 2025
EBITDA and Adjusted EBITDA
EBITDA (both continuing and discontinued operations) is calculated by adding back finance income, finance cost, share of profit from associates
net of tax, income tax expense, depreciation, amortisation and impairment of intangible assets, and other non-cash expenses to profit for the
year. Adjusted EBITDA (both continuing and discontinued operations) is calculated by adding back one-off and adjusting items to EBITDA.
2025
$m
2024
$m
2023
$m
Profit for the period
290
346
437
Add back:
Finance income
(46)
(59)
(60)
Finance cost
250
250
232
Share of profit from associates net of tax
(10)
(9)
(11)
Income tax expense
100
116
129
Depreciation
329
312
300
Other non-cash expenses
31
45
37
Amortisation and impairment of intangible assets
1
199
254
218
EBITDA
1,143
1,255
1,282
One-off and adjusting items
287
110
119
Adjusted EBITDA
1,430
1,365
1,401
EBITDA attributable to discontinued operations
109
139
122
EBITDA for the Group
1,252
1,394
1,404
Adjusted EBITDA attributable to discontinued operations
109
139
122
Adjusted EBITDA for the Group including discontinued operations
1,539
1,504
1,523
1. Excluding computer software.
Adjusted Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
shares in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. Adjusted Earnings Per Share is calculated
by dividing adjusted profit from continuing operations attributable to equity holders of the Company by the weighted average number of ordinary
shares in issue and is shown below.
For Adjusted Diluted Earnings Per Share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive
ordinary shares. The Group’s potentially dilutive ordinary shares are explained in Note A2 to the Consolidated Financial Statements.
2025
$m
2024
$m
2023
$m
Profit attributable to equity holders of the Company
290
346
437
Add back:
Net interest adjustments
–
16
(1)
One-off and adjusting items
287
110
119
Amortisation and impairment of intangibles
1
199
254
218
Tax on above items
2
(122)
(88)
(86)
Adjusted profit attributable to equity holders of the Company
654
638
687
Weighted average number of ordinary shares in issue (million)
2,524
2,521
2,516
Adjustment for potentially dilutive shares (million)
11
7
11
Weighted average number of ordinary shares for diluted earnings per share (million)
2,535
2,528
2,527
Basic Adjusted Earnings Per Share (cents)
25.91
25.31
27.31
Diluted Adjusted Earnings Per Share (cents)
25.80
25.24
27.19
1. Excluding computer software.
2. The tax effect on add-backs is as follows: one-off and adjusting items $72m (2024: $29m; 2023: $29m); amortisation and impairment of intangibles $51m (2024:
$55m; 2023: $55m); and, net interest adjustments $(1)m (2024: $4m; 2023: $2m).
Rentokil Initial plc
Annual Report 2025
217
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Adjusted cash measures
The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.
Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,
and Adjusted Free Cash Flow Conversion.
Free Cash Flow
Free Cash Flow (both continuing and discontinued operations) is measured as net cash flows from operating activities, adjusted for cash flows
related to the purchase and sale of property, plant, equipment and intangible assets, cash flows related to leased assets, cash flows related to
one-off and adjusting items, and dividends received from associates. These items are considered by management to be non-discretionary, as
continued investment in these assets is required to support the day-to-day operations of the business. Free Cash Flow is used by management
for incentive purposes and is a measure shared with and used by investors.
A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to Free Cash Flow is provided in the table
below.
2025
$m
2024
$m
2023
$m
Net cash flows from operating activities
872
743
802
Purchase of property, plant, equipment
(136)
(134)
(122)
Purchase of intangible assets
(60)
(56)
(55)
Capital element of lease payments and initial direct costs incurred
(186)
(177)
(181)
Proceeds from sale of property, plant, equipment and software
20
5
17
Cash impact of one-off and adjusting items
100
99
132
Dividends received from associates
5
14
5
Free Cash Flow
615
494
598
Free Cash flow attributable to discontinued operations
21
32
22
Free Cash Flow for the Group including discontinued operations
636
526
620
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion
Adjusted Free Cash Flow Conversion is provided to demonstrate to investors the proportion of Adjusted Profit After Tax that is converted to cash.
It is calculated by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Free Cash Flow (both
continuing and discontinued operations) is measured as Free Cash Flow adjusted for product development additions and net investment hedge
cash interest through other comprehensive income. Product development additions are adjusted due to their variable size and non-underlying
nature. Net investment hedge cash interest through other comprehensive income is adjusted because the cash relates to an item that is not
recognised in Adjusted Profit After Tax.
2025
$m
2024
$m
2023
$m
Free Cash Flow
615
494
598
Product development additions
13
11
13
Net investment hedge cash interest through Other Comprehensive Income
10
13
15
Adjusted Free Cash Flow (a)
638
518
626
Adjusted Profit After Tax (b)
654
638
687
Free Cash Flow conversion (a/b)
97.6%
81.2%
91.1%
Free Cash Flow conversion attributable to discontinued operations
69.4%
82.1%
62.6%
Free Cash Flow conversion for the Group including discontinued operations
96.3%
81.2%
89.7%
The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below
to provide a comparison in the calculation. Cash Conversion (both continuing and discontinued operations) is calculated as net cash flows from
operating activities divided by profit attributable to equity holders of the Company, expressed as a percentage. Management considers that this is
useful information for investors as it gives an indication of the quality of profits, and ability of the Group to turn profits into cash flows.
2025
$m
2024
$m
2023
$m
Net cash flows from operating activities (a)
872
743
802
Profit attributable to equity holders of the Company (b)
290
346
437
Cash Conversion (a/b)
300.7%
214.7%
183.5%
Cash Conversion attributable to discontinued operations
55.6%
271.7%
308.1%
Cash Conversion for the Group including discontinued operations
206.8%
221.4%
193.2%
218
Rentokil Initial plc
Annual Report 2025
Adjusted Effective Tax Rate (Adjusted ETR)
Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.
The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.
2025
$m
2024
$m
2023
$m
Income tax charge
100
116
129
Tax adjustments on:
Amortisation and impairment of intangible assets
1
51
55
55
Net interest adjustments
(1)
4
2
One-off and adjusting items
72
29
29
Adjusted Income Tax Charge (a)
222
204
215
Adjusted Profit Before Tax (b)
876
842
902
Adjusted Effective Tax Rate (a/b)
25.3%
24.2%
23.8%
1. Excluding computer software.
The Group’s effective tax rate (ETR) for 2025 on reported profit before tax was 25.6% (2024: 25.1%, 2023: 22.8%). The Group’s Adjusted ETR
before amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2025
was 25.3% (2024: 24.2%, 2023: 23.8%). This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2024:
25.3%, 2023: 25.1%).
The Group’s tax charge and Adjusted ETR will be influenced by the global mix and level of profits, changes in future tax rates and other tax
legislation, foreign exchange rates, the utilisation of brought-forward tax losses on which no deferred tax asset has been recognised, the
resolution of open issues with various tax authorities, acquisitions and disposals.
Liquidity and capital resources
The primary source of the Group’s liquidity over the past two years was cash generated from operations. These funds were generally used to pay
interest, taxes and dividends, and to fund capital expenditure and acquisitions, and the Group expects to continue to fund future operating and
capital needs. The Group considers its working capital to be sufficient for its present requirements.
Cash flow activity
Following is a discussion of the Group’s cash flows for the years ended 31 December 2025 and 2024.
Cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Cash Flow Statement, are
summarised in the following table:
% change
2025
$m
2024
$m
2023
$m
2025
2024
Net cash provided from (used for):
Operating activities
972
868
916
12.0
(5.2)
Investing activities
26
(476)
(514)
105.5
7.4
Financing activities
27
(952)
(451)
102.8
(111.1)
Net increase/(decrease) in cash and cash equivalents
1,025
(560)
(49)
283.0
(1,042.9)
Cash and cash equivalents at the beginning of the year
467
1,062
1,064
(56.0)
(0.2)
Exchange gains/(losses) on cash and cash equivalents
97
(35)
47
377.1
(174.5)
Cash and cash equivalents at end of the financial year
1,589
467
1,062
240.3
(56.0)
Operating activities
Net cash inflows from operating activities increased by $104m, or 12.0%, to $972m in the year ended 31 December 2025, from $868m in the year
ended 31 December 2024. Operating Profit (including discontinued operations) decreased by $43m, to $658m in the year ended 31 December
2025 from $701m in the year ended 31 December 2024. Within Operating Profit, non-cash items moved as follows: (i) depreciation and
impairment of property, plant and equipment decreased by $37m to $167m in the year ended 31 December 2025 from $204m in the year ended
31 December 2024, due to businesses acquired during the period; (ii) depreciation of leased assets increased by $3m to $160m in the year ended
31 December 2025 from $157m in the year ended 31 December 2024; and (iii) amortisation and impairment of intangible assets (excluding
computer software) decreased by $55m to $199m in the year ended 31 December 2025, from $254m in the year ended 31 December 2024,
due to businesses acquired during the period and prior period goodwill impairments of $36m in Argentina, Brazil, Hong Kong, Israel and
Lebanon.
Net cash inflows from operating activities decreased by $48m, or 5.2%, to $868m in the year ended 31 December 2024, from $916m in the year
ended 31 December 2023. Operating Profit decreased by $76m, to $701m in the year ended 31 December 2024 from $777m in the year ended
31 December 2023. Within Operating Profit, non-cash items moved as follows: (i) depreciation and impairment of property, plant and equipment
increased by $13m to $204m in the year ended 31 December 2024 from $191m in the year ended 31 December 2023, due to businesses acquired
during the period; (ii) depreciation of leased assets increased by $7m to $157m in the year ended 31 December 2024 from $150m in the year
ended 31 December 2023; and (iii) amortisation and impairment of intangible assets (excluding computer software) increased by $36m to $254m
in the year ended 31 December 2024, from $218m in the year ended 31 December 2023, due to businesses acquired during the period and
goodwill impairments of $36m in Argentina, Brazil, Hong Kong, Israel and Lebanon.
Rentokil Initial plc
Annual Report 2025
219
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Working capital outflow decreased $274m to a $64m inflow in the year ended 31 December 2025, from $210m in the year ended 31 December
2024, due to termite provision payments and overall growth in the business. This is reflected in the trade and other receivables outflow,
decreasing by $28m to $20m in the year ended 31 December 2025 from $48m in the year ended 31 December 2024, and the trade and other
payables and provisions outflow decreasing by $291m to a $162m inflow in the year ended 31 December 2025, from $129m in the year ended
31 December 2024. The tax paid outflow was a decrease of $7m to $104m in the year ended 31 December 2025 from $111m in the year ended
31 December 2024. The decrease was attributable mainly to one-off US tax deductions resulting from the One Big Beautiful Bill Act enacted
on 4 July 2025.
Working capital outflow increased $56m to $210m in the year ended 31 December 2024, from $154m in the year ended 31 December 2023,
due to termite provision payments and overall growth in the business. This is reflected in the trade and other receivables outflow, increasing
by $12m to $48m in the year ended 31 December 2024 from $36m in the year ended 31 December 2023, and the trade and other payables and
provisions outflow increasing by $53m to $129m in the year ended 31 December 2024, from $76m in the year ended 31 December 2023. The net
impact of interest and tax paid outflow was a decrease of $36m to $294m in the year ended 31 December 2024 from $330m in the year ended
31 December 2023, due to relatively higher cash balances in 2024, lower bond interest on unhedged euro bonds as sterling strengthened against
the euro, and lower profits.
Investing activities
Net cash outflows from investing activities decreased by $502m, or 105.5%, to a $26m inflow in the year ended 31 December 2025 from $476m
in the year ended 31 December 2024. The main drivers of this decrease were acquisitions of companies and businesses decreasing by $98m to
$121m in the year ended 31 December 2025 from $219m in the year ended 31 December 2024 and proceeds from disposal of businesses, net of
tax paid increasing by $391m to $391m in the year ended 31 December 2025 from $nil in the year ended 31 December 2024 due to the disposal
of France Workwear.
Net cash outflows from investing activities decreased by $38m, or 7.4%, to $476m in the year ended 31 December 2024 from $514m in the year
ended 31 December 2023. The main drivers of this decrease were acquisitions of companies and businesses decreasing by $79m to $219m
in the year ended 31 December 2024 from $298m in the year ended 31 December 2023 partially offset by disposal of investment in associate
decreasing by $24m to $nil in the year ended 31 December 2024 from $24m in the year ended 31 December 2023 and proceeds from sale of
property, plant and equipment decreasing by $12m to $5m in the year ended 31 December 2024 from $17m in the year ended 31 December 2023.
Financing activities
Net cash outflows from financing activities decreased by $979m to $27m inflow in the year ended 31 December 2025 from $952m in the year
ended 31 December 2024. The main drivers of this decrease were proceeds from new debt increasing by $1,232m to $1,232m in the year ended
31 December 2025, from $nil in the year ended 31 December 2024, partially offset by debt repayments increasing by $236m to $700m in the year
ended 31 December 2025 from $464m in the year ended 31 December 2024.
Net cash outflows from financing activities increased by $501m to $952m in the year ended 31 December 2024 from $451m in the year ended
31 December 2023. The main drivers of this decrease were debt repayments increasing by $464m to $464m for the year ended 31 December
2024, from $nil in the year ended 31 December 2023 due to the repayment of the €400m bond and dividends paid increasing by $40m to $292m
in the year ended 31 December 2024 from $252m in the year ended 31 December 2023.
220
Rentokil Initial plc
Annual Report 2025
Directors’ Report
The Directors submit their report and audited Financial Statements
of the Company and the Group to the members of Rentokil Initial plc
(the Company) for the year ended 31 December 2025.
The Corporate Governance Report for the year on pages 78 to 139
forms part of the Directors’ Report, together with the sections of the
Annual Report incorporated by reference.
The Company has chosen to disclose the following information in the
Strategic Report on pages 2 to 76:
• an indication of likely future developments in the business of the
Company;
• an indication of the Company’s research and development activities;
• details of our colleagues and human rights (Responsible Business,
pages 50 and 51, 65 and 67);
• engagement with colleagues, customers, suppliers, and others
(pages 95 to 98);
• information on greenhouse gas emissions and energy use
(Responsible Business, pages 64 and 65); and
• principal risks and uncertainties (Risks and Uncertainties, pages 68
to 75).
The Strategic Report and the Directors’ Report constitute the
management report as required under the Disclosure and
Transparency Rule 4.1.8R. Information to be disclosed under UK Listing
Rule 6.6.1R in relation to the allotment of shares for cash and waiver
of dividends is set out on page 222. No other paragraphs under UK
Listing Rule 6.6.1R apply.
Company constitution
Rentokil Initial plc is a public company incorporated in England and
company with limited trading in its own right and with subsidiary
undertakings in 80 countries (the Group operates in 90 countries).
The Company’s related undertakings are listed on pages 193 to 200.
Articles of association
The articles of association set out the internal regulations of the
Company and cover such matters as the rights of shareholders, the
conduct of the Board, and general meetings. The articles themselves
may be amended by special resolution of the shareholders (by at
least 75% of the votes cast by those voting in person or by proxy).
Subject to company law and the articles of association, the Directors
may exercise all the powers of the Company and may delegate
authority to committees, and day-to-day management and
decision-making to individual Executive Directors. The Company’s
objects are unrestricted. The articles of association are available to
shareholders on request and are displayed on our website.
Re-election of Directors
In accordance with the articles of association, Directors can be
appointed by the Board and must be subsequently elected by
shareholders at a general meeting. In accordance with the articles
of association and the UK Corporate Governance Code (the Code),
Directors submit themselves for re-election annually. Directors can
be removed, and their replacements appointed, by shareholders in
a general meeting.
Information on our Board of Directors, including their biographical
details, and changes during 2025, can be found in the Corporate
Governance Report on pages 80 and 81. With the exception of
Linda Yueh, all the Directors will be standing for election or re-election
at the 2026 AGM.
The notice periods of the current Directors are set out in the Directors’
Remuneration Report on pages 129 and 137.
A pro-forma of the Non-Executive Directors’ letter of appointment
is available on our website along with the Chair’s letter
of appointment.
Directors’ powers
Under the articles of association, the Directors are responsible for the
management of the business of the Company and may exercise all the
powers of the Company subject to the provisions of relevant statutes
and the Company’s articles of association. For example, the articles
contain specific provisions and restrictions regarding the Company’s
power to borrow money. The articles of association also give power
to the Board to appoint and replace Directors as detailed above.
Powers relating to the issuing of shares are also included in the
articles of association and such authorities are renewed by
shareholders each year at the AGM, as detailed on page 222.
Directors’ interests
The beneficial interests of the Directors, including the interests of any
connected persons, in the share capital of the Company are shown
on page 126. During the year, no Director had any material interest
in any contract of significance to the Group’s business. There have
been no changes to the beneficial interests of the Directors between
31 December 2025 and the date of this report.
General meetings
AGMs require 21 clear days’ notice to shareholders. Subject to the
Companies Act 2006, other general meetings require 14 clear
days’ notice.
For all general meetings, a quorum of two shareholders is required.
An ordinary resolution requires the affirmative vote of a majority of the
votes of those persons voting at a meeting at which there is a quorum.
A special resolution requires the affirmative vote of not less than
three-quarters of the persons voting at a meeting at which there is
a quorum.
Dividend
The Directors have recommended a final dividend of 8.24 cents per
share for the financial year ended 31 December 2025. Payment of this
dividend is subject to shareholder approval at the 2026 AGM. Further
information on the Company’s dividend policy can be found on page
20 and the key dates for the final dividend can be found on page 225.
Share capital
The Company’s share capital during the year consisted of ordinary
shares of 1p each. There were 2,526,039,885 shares in issue at
31 December 2025, which represents 100% of the Company’s issued
share capital (2024: 2,524,539,885). The principal markets for trading
in our securities are the London Stock Exchange and the New York
Stock Exchange. Our securities are listed on both markets under the
stock symbol ‘RTO’.
At 31 December 2025, the proportion of ordinary shares represented
by American Depositary Shares (ADSs) was 12.35% of the issued share
capital of the Company. At 31 December 2025 there were 9,596
registered holders of ordinary shares, of which 104 were based in the
US, and there were 11 recorded holders of ADSs, all of which were
based in the US.
All ordinary shares carry the same rights and no shareholder enjoys
any preferential rights, regardless of the size of their holding. Each
ordinary share (other than treasury shares, which have no voting
rights) carries the right to vote at a general meeting of the Company.
The Company did not hold any treasury shares between 31 December
2024 and 31 December 2025, and accordingly the Company did not
sell any treasury shares. The Company’s articles of association provide
that, on a show of hands, every member who is present in person or
by proxy at a general meeting of the Company shall have one vote.
On a poll, every member who is present in person or by proxy shall
have one vote for every share of which they are a holder.
Rentokil Initial plc
Annual Report 2025
221
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Report
continued
The articles do not contain special control rights or restrictions on
transfer or limitations on the holding of ordinary shares and there are
no requirements for the prior approval of any transfers. There are no
restrictions under the Articles that would limit the rights of persons
not resident in the UK to own or vote in relation to ordinary shares.
No person holds securities in the Company carrying special rights
with regard to control of the Company. The Company is not aware
of any agreements between holders of securities that may result
in restrictions on the transfer of securities or on voting rights.
Authority for the Company to allot shares or grant rights to subscribe
for shares up to an aggregate nominal amount of £16,800,000 was
obtained at the AGM on 7 May 2025. The authority remains in force
and approval will be sought from shareholders at the 2026 AGM to
renew the authority for a further year.
During the year, a total of 1.5 million ordinary shares with an aggregate
nominal value of £15,000 were allotted to Computershare Nominees
(Channel Islands) Limited, the account nominee of Computershare
Trustees (Jersey) Limited, which acts as trustee for the Rentokil Initial
Employee Share Trust (the Trustee). The shares were issued to satisfy
awards that vested in 2025 under the Company’s Performance
Share Plan.
Details of the shares held by the Trustee are contained beneath the
Consolidated Statement of Changes in Equity table on page 150.
As at 31 December 2025, the Trustee holds on trust 0.42% of the
issued share capital of the Company to satisfy awards that vest under
the Company’s Performance Share Plan, the Deferred Bonus Plan, and
the Terminix Share Plan. The Trustee has agreed to waive any right to
all dividend payments on shares held by it, and the voting rights in
relation to these shares are exercised by the Trustee. The Trustee may
vote or abstain from voting with the shares, or accept or reject any
offer relating to the shares, in any way it sees fit, without incurring any
liability and without being required to give reasons for its decision.
Repurchase of shares
Authority for the Company to make purchases of its own shares of
up to 252,000,000 shares was obtained at the AGM on 7 May 2025
and such authority will be valid until the 2026 AGM. No purchases
of its shares were made by the Company during 2025. The authority
is normally renewed annually and approval will be sought from
shareholders at the 2026 AGM to renew the authority for a
further year.
Change of control provisions
There are a number of agreements that take effect, alter, or terminate
upon a change of control of the Company, such as some financial and
commercial agreements, and employee long-term incentive or share
plans. None of these are deemed to be significant in terms of their
potential impact on the Group as a whole. A description of the Group’s
debt funding arrangements is set out in Note C7 to the Financial
Statements. Note C1 describes the change of control provisions
relating to the Group’s EMTN Programme.
Political donations
It is the Company’s policy not to make payments to political
organisations. The Company does, however, maintain a shareholder
authority to make payments of a political nature, but does so only in
order to ensure that the Company has authority from shareholders for
the limited number of activities associated with the operation of the
business which might be caught by the broad definition of payments
of a political nature contained within current legislation. There were
no payments to political organisations during 2025 (2024: £nil).
Financial risk management
Details of financial risk management and the relevant policies
and certain exposures of the Company are disclosed in Note C1,
on pages 181 and 182 of the Financial Statements.
Post balance sheet events
On 2 March 2026, Rentokil Initial plc redeemed in full the €500m
0.8750% Senior Unsecured Guaranteed Notes due 30 May 2026, at
their principal amount together with accrued interest. The redemption
was carried out in accordance with the terms and conditions of the
notes. There were no other significant events between 31 December
2025 and the date of approval of these accounts that would require
amendments to or additional disclosures in the financial statements.
Major shareholders
The Company has been notified pursuant to the Disclosure Guidance
and Transparency Rules (DTR 5) that the following shareholders held,
or were beneficially interested in, 3% or more of the Company’s issued
share capital at 31 December 2025. The information provided below
was correct at the date of notification, which may not have been within
the current financial year. It should be noted that these holdings are
likely to have changed since the Company was notified. However,
notification of any change is not required until the next notifiable
threshold is crossed.
%
No. of ordinary
shares
Date of
notification
of interest
Swedbank Robur Fonder AB
3.02
76,308,258
04/12/25
BlackRock, Inc.
10.02
253,863,914
27/10/25
GIC Private Limited
4.95
125,250,650
04/12/25
Independent Franchise Partners
4.90
123,979,675
26/11/25
Janus Henderson Group plc
5.23
132,128,126 09/09/24
The Capital Group Companies, Inc.
4.73
119,645,760 26/04/24
Citigroup Global Markets Limited
3.76
94,839,249
24/10/22
Ameriprise Financial, Inc.
1
4.87
122,117,456
18/10/22
FMR LLC
4.32
108,487,628
18/10/22
T. Rowe Price International Ltd
4.92
91,554,981 28/02/22
Schroders plc
4.91
89,878,920
15/12/16
Invesco Ltd
4.89
89,477,118 22/08/16
Majedie Asset Management Ltd
2
5.61
101,963,126
07/03/14
AXA S.A.
4.80
87,093,421
19/10/10
1. Ameriprise Financial, Inc. includes Threadneedle Asset Management
Holdings Ltd.
2. Subsequent to the notification, Liontrust Portfolio Management Ltd
acquired Majedie Asset Management.
Between 31 December 2025 and the date of this report, the Company
received the following notifications:
%
No. of ordinary
shares
Latest
notification
of interest
GIC Private Limited
3.99
100,832,491
19/01/26
Independent Franchise Partners
4.98
125,795,910
16/01/26
BlackRock, Inc.
11.00
278,002,814
15/01/26
Swedbank Robur Fonder AB
2.97
75,055,369 20/02/26
Equal opportunities
The Company regards equality and fairness as a fundamental right
of all of its colleagues. Every colleague is required to support the
Company to meet its commitment to provide equal opportunities in
employment and avoid unlawful discrimination. People with disabilities
have full and fair consideration for all vacancies, and disability is
not seen to be an inhibitor to employment or career development.
Appropriate arrangements are made for the continued employment
222
Rentokil Initial plc
Annual Report 2025
and training, career development, and promotion of people with
disabilities employed by the Company. In the event of any colleague
becoming disabled while employed by the Company, their needs and
abilities would be assessed and, where possible, we would work to
retain them and seek to offer alternative employment to them if they
were no longer able to continue in their current role.
Engagement with employees, suppliers,
customers, and others
We have c.63,400 colleagues in our workforce. We consider our
workforce to be those colleagues who are employed directly by us,
and we do not include contractors or agency workers in this group.
We employ our colleagues directly wherever possible in order
to invest in their training, to ensure their full understanding and
compliance with our policies, including health and safety procedures,
to allow them to build relationships with our customers, and to
become more efficient. The number of contractors or agency
workers throughout the business is not sufficiently material to
identify and engage with them as a separate stakeholder group.
However, like our colleagues, our contractors and agency workers
must operate under our Code of Conduct and we will engage with
them wherever practicable.
A summary of the methods we use to engage with our colleagues
(including UK employees), suppliers, customers, and our other key
stakeholders, is provided on pages 95 and 96. The section 172(1)
statement can be found on page 66 and details of principal decisions
taken by the Board during 2025 can be found on page 94. Over 1,300
managers and technical experts participate in our Performance Share
Plan (see page 123). Further details on wider workforce remuneration
can be found on page 128.
Branches
The Company, through various subsidiaries, has branches in several
different jurisdictions in which the business operates outside the UK.
Directors’ indemnity and insurance
The Directors are ultimately responsible for most aspects of the
Company’s business dealings. They can face significant personal
liability under criminal or civil law, or the UK Listing, Prospectus,
Disclosure Guidance and Transparency Rules, and equivalent US
regulation, and can face a range of penalties, including censure,
fines, and imprisonment. The Company considers that it is in its
best interests to protect individuals who serve as Directors from
the consequences of innocent error or omission, since this enables
the Company to continue to attract prudent, appropriately qualified
individuals to act as Directors.
The Company maintained at its expense a directors’ and officers’
liability insurance policy throughout the year to indemnify in certain
circumstances Group personnel, including the Directors. This
insurance cover remains in place. The policy does not provide cover
where the Director or officer has acted fraudulently or dishonestly.
In addition, the Company has granted indemnities in favour of
Directors which were in force throughout 2025 and up to the signing
of this report, as permitted by sections 232 to 235 of the Companies
Act 2006. In general terms, the indemnities protect Directors to the
extent permissible by law from all costs and expenses incurred in the
defence of any civil or criminal proceedings in which judgement is
given in their favour, or the proceedings are otherwise disposed of
without finding fault or where there is a successful application to
court for relief from liability. The indemnity operates to the extent
that the Director is not able to recover the relevant amounts under
the Company’s directors’ and officers’ liability insurance.
Related party transactions
Other than in respect of arrangements relating to the employment of
Directors, details of which are provided in the Directors’ Remuneration
Report, or as set out in Note D4 on page 192 of the Financial
Statements, which also provides details of transactions with joint
ventures and associate entities, there is no indebtedness owed to or
by the Company to any colleague or any other person considered to
be a related party.
Disclosure of information to the auditor
The Directors confirm that, insofar as each of them is aware, there
is no relevant audit information (as defined by section 418(3) of the
Companies Act 2006) of which the Company’s auditor is unaware; and
each Director has taken all of the steps that should have been taken
to ensure that they are each aware of any relevant audit information
(as defined by section 418(3) of the Companies Act 2006) and to
establish that the Company’s auditors are aware of that information.
Going concern
The Directors, having made enquiries as set out on page 153,
consider that the Company and the Group have adequate resources
to continue in operation for a period of at least 12 months from the
date of approval of these annual Financial Statements. For this reason,
they consider it appropriate to adopt the going concern basis in
preparing the Financial Statements.
Further details on the Group’s net debt, borrowing facilities, and
financial risk management policies are provided in Section C Financing
of the Notes to the Financial Statements on pages 181 to 190.
Rentokil Initial plc
Annual Report 2025
223
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Report
continued
Statement of Directors’ responsibilities
in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law, the Directors have prepared
the Group financial statements in accordance with UK-adopted
international accounting standards and the Parent Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable
law). In preparing the Group financial statements, the Directors
have also elected to comply with International Financial Reporting
Standards issued by the International Accounting Standards Board
(IFRSs as issued by IASB).
Under company law, 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 Group and Parent Company, and of the
profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting
standards and IFRSs issued by IASB have been followed for the Group
financial statements, and United Kingdom Accounting Standards,
comprising FRS 101, have been followed for the Parent Company
financial statements, subject to any material departures disclosed
and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and
prudent; and
• prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Group and Parent Company will
continue in business.
The Directors are responsible for safeguarding the assets of the Group
and Parent Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and Parent
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and Parent Company,
and enable them to ensure that the financial statements and the
Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of
the Parent Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed on
pages 80 and 81 of the Annual Report, confirms that, to the best
of
their knowledge:
• the Group Financial Statements, which have been prepared in
accordance with UK-adopted international accounting standards and
IFRSs as issued by the IASB, give a true and fair view of the assets,
liabilities, financial position, and profit of the Group;
• the Parent Company Financial Statements, which have been prepared
in accordance with United Kingdom Accounting Standards, comprising
FRS 101, give a true and fair view of the assets, liabilities, and financial
position of the Parent Company;
• the Annual Report includes a fair review of the development and
performance of the business and the position of the Group and Parent
Company, together with a description of the principal risks and
uncertainties that it faces; and
• the Annual Report, which includes the Directors’ Remuneration Report
and the Financial Statements, taken as a whole, is fair, balanced, and
understandable, and provides the information necessary for
shareholders to assess the Group’s and the Company’s position and
performance, business model, and strategy.
The Directors’ Report on pages 78 to 139 and pages 221 to 224 and
the Strategic Report on pages 2 to 76 were approved by a duly
authorised Committee of the Board of Directors and signed on its
behalf by Rachel Canham, Group General Counsel & Company
Secretary, on 5 March 2026.
Rachel Canham
Group General Counsel & Company Secretary
5 March 2026
Registered office:
Compass House, Manor Royal,
Crawley, West Sussex, RH10 9PY.
224
Rentokil Initial plc
Annual Report 2025
Additional Shareholder Information
Rentokil Initial plc ordinary shares are listed on the London Stock
Exchange and on the New York Stock Exchange in the form of ADSs.
Registrar
The Company’s Registrar is Equiniti Limited.
All enquiries relating to the administration of shareholdings,
dividends, change of address, and lost share certificates for
the Company’s ordinary shares should be directed to Equiniti.
Information and advice can be found on its website.
Contacting Equiniti:
help.shareview.co.uk
0333 207 6581 (+44 (0)333 207 6581 if calling from outside
the UK).
Lines are open 8.30am to 5.30pm (UK time), Monday to Friday
(excluding public holidays in England and Wales).
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA.
Shareview Portfolio service
You can manage your shareholding online via Equiniti’s Shareview
Portfolio at
shareview.co.uk
. This allows shareholders to access
a range of information about their shareholdings on registers
maintained by Equiniti and includes shareholding details (such as
name and address), indicative share prices, recent balance changes,
and dividend information.
Share dealing services
Equiniti offers shareholders a dealing service which allows you to buy
or sell Rentokil Initial plc shares.
shareview.co.uk
0371 384 2233 (+44 (0)371 384 2233 if calling from outside the UK).
Calls are charged at standard national and international rates.
Please note that both the internet share dealing and telephone
share dealing services are subject to commission charges.
Full details can be found on
shareview.co.uk
.
ShareGift
Shareholders with small holdings in shares, whose value makes
them uneconomical to sell, may wish to donate them to ShareGift
(registered charity no. 1052686).
For further information, contact:
sharegift.org
help@sharegift.org
+44 (0)20 7930 3737
ShareGift, 6th Floor, 2 London Wall Place, London, EC2Y 5AU.
Share price information and history
The current price of the Company’s shares can be found at
rentokil-initial.com/investors
.
Mid-market price 31 March 1982 – 7.5375p*
* Adjusted for the 1983 bonus issue and the 1990, 1992, and 1997 share splits.
Mid-market price 31 December 2025 – 444.10p
2025 high/low – 480.00p/306.00p
Dividends
2025 final dividend
The Directors have recommended a final dividend of 8.24 cents per
share for the financial year ended 31 December 2025. Payment of this
dividend is subject to approval at the 2026 AGM. When taken with the
interim dividend of 4.15 cents paid on 22 September 2025, this gives a
total dividend of 12.39 cents (2024: 12.04 cents).
Key dates relating to this dividend are given below.
Ex-dividend date
Thursday 9 April 2026
Record date
Friday 10 April 2026
Last day for DRIP elections
Friday 24 April 2026
Annual General Meeting
Thursday 7 May 2026
Payment date
Monday 18 May 2026
For further dividend information, please see page 221 or go to
rentokil-initial.com/investors
.
Dividend payments
Please note that we no longer pay dividends by cheque. All dividend
payments are now credited directly into a shareholder’s UK bank or
building society account. Shareholders who historically received
dividends by cheque and have not yet completed a Dividend Mandate
Form will need to contact our Registrar to request a form for
completion (see opposite for contact details). For any shareholder who
has not submitted their dividend mandate by the deadline of 24 April
2026, cash will be held in an account and they will need to contact our
Registrar for the cash to be distributed to their UK bank or building
society account. If you do not have a UK bank or building society
account, you may be able to arrange for payments to be converted
and paid in your local currency. Please contact our Registrar for
more information.
Dividend reinvestment plan (DRIP)
The Company has a DRIP provided by Equiniti Financial Services
Limited (Equiniti FS), which is a convenient, easy and cost-effective
way to build a shareholding by using cash dividends to buy additional
shares. Rather than having a bank account credited with a cash
dividend, Equiniti FS will use the dividends payable to DRIP
participants to purchase shares on your behalf in the market.
Please go to
shareview.co.uk
for further information.
Dividend history
Details of the Company’s dividend history can be found on our
website at
rentokil-initial.com/investors
.
Rentokil Initial plc
Annual Report 2025
225
Strategic Report
Other Information
Financial Statements
Corporate Governance
Additional Shareholder Information
continued
American Depositary Shares
The Company’s ADSs are listed on the New York Stock Exchange and
trade under the symbol RTO. Each ADS is equivalent to five Rentokil
Initial plc ordinary shares and they are evidenced by American
Depositary Receipts (ADRs). The Bank of New York Mellon acts
as depositary for the ADR programme.
For enquiries relating to registered ADR holder accounts and
dividends, please contact The Bank of New York Mellon. Voting rights
for registered ADR holders can be exercised through The Bank of New
York Mellon, and for beneficial ADR holders (and/or nominee accounts)
through your US brokerage institution.
www.computershare.com/investor
shrrelations@cpushareownerservices.com
Freephone from the US: +1 888 269 2377
International calls: +1 201 680 6825
Regular mail:
BNY Mellon Shareowner Services, P.O. Box 43006,
Providence, RI 02940-3078, USA.
Overnight/certified/registered mail:
BNY Mellon Shareowner Services, 150 Royall Street,
Suite 101, Canton, MA 02021, USA.
Indirect owners of shares with
information rights
Please note that beneficial owners of shares who have been
nominated by the registered holder of those shares to receive
information rights under section 146 of the Companies Act 2006
are required to direct all communications to the registered holder
of their shares rather than to Equiniti.
How to avoid share fraud
Reject cold calls:
If you’ve been cold called with an offer to buy or
sell shares, the chances are it is a high-risk investment or a scam.
You should treat the call with extreme caution. The safest thing to
do is to hang up.
Check the firm on the Financial Conduct Authority (FCA) register at
fca.org.uk/register.
The Financial Services Register is a public record
of all the firms and individuals in the financial services industry that are
regulated by the FCA.
Get impartial advice:
Think about getting impartial financial advice
before you hand over any money. Seek advice from someone
unconnected to the firm that has approached you.
If you suspect that you have been approached by fraudsters, please
tell the FCA using the share fraud reporting form at
fca.org.uk/scams
,
where you can find out more about investment scams. You can also
call the FCA Consumer Helpline on 0800 111 6768.
If you have lost money to investment fraud, you should report it to
Action Fraud on 0300 123 2040 or online at
actionfraud.police.uk
.
Find out more at
fca.org.uk/scamsmart
.
ALWAYS REMEMBER: If it seems too good to be true, it probably is!
Unsolicited mail
The Company is legally obliged to make its register of members
available to the public, subject to a proper purpose test. As a
consequence of this, some shareholders may receive unsolicited mail.
Shareholders wishing to limit the amount of such mail should contact
the Mailing Preference Service at:
mpsonline.org.uk
+44 (0)20 7291 3310
Annual General Meeting
The 2026 AGM will be held at, and be broadcast via live webcast from,
the Company’s offices at Compass House, Manor Royal, Crawley,
West Sussex, RH10 9PY at 2.00pm on 7 May 2026 (see page 97 for
more information). We would recommend joining securely via the live
webcast, which removes the requirement to travel and provides an
efficient and effective means for shareholders to engage in all
elements of the meeting. The Notice of Meeting is available on
our website.
Published information
If you would like to receive a hard copy of this Annual Report, please
contact the Company Secretariat at the Company’s registered office
below. A PDF copy of this report can be downloaded from our website.
Rentokil Initial plc is subject to the US Securities and Exchange
Commission (SEC) reporting requirements for foreign companies.
The Company’s Form 20-F and other filings can be viewed on our
website, as well as the SEC website at
sec.gov
.
As a responsible business we are tackling climate change by
committing to achieve net zero carbon emissions from our operations
by the end of 2040. We would urge our shareholders to take
advantage of the option to receive electronic communications from us
by signing up at
shareview.co.uk
. For each shareholder that elects to
go paperless we will make a donation to the UK charity Cool Earth to
support their efforts to tackle endangered rainforest degradation.
Registered office and headquarters
Rentokil Initial plc
Registered in England and Wales; Company Number: 5393279
Registered Office: Compass House, Manor Royal, Crawley,
West Sussex, RH10 9PY.
rentokil-initial.com
secretariat@rentokil-initial.com
+44 (0)1293 858000
226
Rentokil Initial plc
Annual Report 2025
Glossary
ADR
American Depositary Receipt
ADS
American Depositary Share
AER
Actual exchange rates
AGM
Annual General Meeting
Benelux
Belgium, the Netherlands, and Luxembourg
Board
The Board of Directors of Rentokil Initial plc
CAGR
Compound annual growth rate
CER
Constant exchange rates
CGU
Cash-generating unit
Cities of the
Future
Rentokil Initial’s focused M&A programme in
Emerging markets (see page 21)
Company
CSRD
Rentokil Initial plc
Corporate Sustainability Reporting Directive
CVC
Customer Voice Counts
DBP
Rentokil Initial plc Deferred Bonus Plan
DE&I
Diversity, equity, and inclusion
Director
A Director of Rentokil Initial plc
EBITDA
Earnings before interest, tax, depreciation,
and amortisation
ECL
Expected credit loss
ELT
Executive Leadership Team
EMTN
Euro Medium-Term Note
EPS
Earnings per share
ESG
Environmental, social, and governance
ETR
Effective tax rate
FRC
Financial Reporting Council
FRS
Financial Reporting Standards
FSC
Forest Stewardship Council
GAAP
Generally Accepted Accounting Practice
GDP
Gross domestic product
GHG
Greenhouse gas
GLF
Group Leadership Forum
Group
Rentokil Initial plc and its subsidiaries
Growth and
Emerging markets
Rentokil Initial defined markets for operations
(see page 21)
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
ISDA
International Swaps and Derivatives Association
KPI
Key performance indicator
LATAM
Latin America
LEV
Low Emission Vehicle
LTA
Lost Time Accident
LTIP
Long-term incentive plan
M&A
Mergers and acquisitions
MENAT
Middle East, North Africa, and Turkey
NED
Non-Executive Director
NPS
Net Promoter Score
NYSE
New York Stock Exchange
OECD
Organisation for Economic Co-operation and
Development
Parent Company
Rentokil Initial plc
PCF
Product Carbon Footprint
PCI
PCI Pest Control Private Ltd (trading as
Rentokil PCI)
PPE
Personal protective equipment
PSP
Rentokil Initial plc Performance Share Plan
PwC
PricewaterhouseCoopers LLP
RCF
Revolving Credit Facility
RIPS
Rentokil Initial 2015 Pension Scheme
ROU
Right-of-use
SEC
US Securities and Exchange Commission
SF
Sulfuryl fluoride
SHE
Safety, health, and environment
SID
Senior Independent Director
SOX
Sarbanes-Oxley Act
SSA
Sub-Saharan Africa
TCFD
Task Force on Climate-related Financial
Disclosures
Terminix
Terminix Global Holdings, Inc. and its subsidiary
undertakings
Terminix Share
Plan
Terminix Global Holdings, Inc. 2014 Omnibus
Incentive Plan, as amended from time to time
TSR
Total Shareholder Return
UAE
United Arab Emirates
ULEV
Ultra-Low Emission Vehicle
WDL
Working Days Lost
YVC
Your Voice Counts
Rentokil Initial plc
Annual Report 2025
227
Strategic Report
Other Information
Financial Statements
Corporate Governance
Cautionary Statement
In order, among other things, to utilise the ‘safe harbour’ provisions
of the US Private Securities Litigation Reform Act of 1995, we are
providing the following cautionary statement:
This Annual Report 2025 contains statements that are, or may be,
forward-looking regarding the Group’s results of operations, business
strategy, plans and objectives, including, among other things,
statements about the Group’s financial condition, liquidity, prospects,
growth and the economic and business circumstances occurring from
time to time in the countries and markets in which the Group operates.
These statements are often, but not always, made through the use of
words or phrases such as “believe”, “anticipate”, “could”, “may”,
“would”, “is likely to”, “should”, “intend”, “seek”, “aim”, “plan”, “shall”,
“potential”, “predict”, “continue”, “will”, “expect”, “estimate”, “project”,
“positioned”, “strategy”, “outlook”, “target”, and similar expressions or
negatives of these expressions.
Although we believe that the forward-looking statements in this
Annual Report 2025 are based on reasonable assumptions, such
statements involve risk and uncertainty because they relate to future
events and circumstances. There are accordingly a number of factors
which might cause actual results and performance to differ materially
from those expressed or implied by such statements, including, but
not limited to, uncertainties related to:
• our ability to integrate acquisitions successfully, or any unexpected
costs or liabilities from our disposals;
• difficulties in integrating, streamlining, and optimising our IT systems,
processes, and technologies, including artificial intelligence
technologies;
• our ability to attract, retain, and develop key personnel to lead our
business;
• the availability of a suitably skilled and qualified labour force to
maintain our business;
• cyber security breaches, attacks, and other similar incidents as well
as disruptions or failures in our IT systems or data security procedures
and those of our third-party service providers;
• inflationary pressures, such as increases in wages, fuel prices, and
other operating costs;
• weakening general economic conditions, including changes in the
global job market, or decreased consumer confidence or spending
levels especially as they may affect demand from our customers;
• our ability to implement our business strategies successfully, including
achieving our growth objectives;
• our ability to retain existing customers and attract new customers;
• the highly competitive nature of our industries;
• extraordinary events that impact our ability to service customers
without interruption due to a material incident, including a loss of our
third-party distributors;
• the impact of ESG matters, including those related to climate change
and sustainability, on our business, reputation, results of operations,
financial condition, and/or prospects;
• supply chain issues, which may result in product shortages, cost
increases or other disruptions to our business;
• our ability to protect our intellectual property and other proprietary
rights that are material to our business;
• our reliance on third parties, including third-party vendors for
business process outsourcing initiatives, investment counterparties,
and franchisees, and the risk of any termination or disruption of such
relationships or counterparty default, fraudulent activity or litigation;
• any future impairment charges, asset revaluations, or downgrades;
• failure to comply with the many laws and governmental regulations
to which we are subject or the implementation of any new or revised
laws or regulations that alter the environment in which we do business,
as well as the costs to us of complying with any such changes and the
risk of related litigation;
• termite damage claims and lawsuits related thereto and any associated
impacts on the termite provision;
• our ability to comply with safety, health, and environmental policies,
laws, and regulations, including laws pertaining to the use of
pesticides;
• any actual or perceived failure to comply with stringent, complex, and
evolving laws, rules, regulations, and standards in many jurisdictions,
as well as contractual obligations, including data privacy and security,
and any litigation (including class action claims and lawsuits) related to
such actual or perceived failures;
• the identification of material weaknesses in our internal control over
financial reporting within the meaning of section 404 of the
Sarbanes-Oxley Act;
• changes in tax laws and any unanticipated tax liabilities;
• adverse credit and financial market events and conditions, which
could, among other things, impede access to or increase the cost of
financing;
• the restrictions and limitations within the agreements and instruments
governing our indebtedness;
• a lowering or withdrawal of the ratings, outlook, or watch assigned to
our debt securities by rating agencies;
• an increase in interest rates and the resulting increase in the cost of
servicing our debt; and
• exchange rate fluctuations and the impact on our results, or the foreign
currency value of our ADSs and any dividends.
Further details on the principal risks that may affect the Group can be
found in the Risks and Uncertainties section on pages 70 to 75, as well
as page 60 (in relation to climate-related risk) and pages 181 and 182
(in relation to financial risks), of this Annual Report 2025.
Forward-looking statements speak only as of the date they are made
and no representation or warranty, whether express or implied, is
given in relation to them, including as to their completeness or
accuracy, or the basis on which they were prepared. Other than in
accordance with the Company’s legal or regulatory obligations
(including under the UK Listing Rules and the Disclosure Guidance and
Transparency Rules), the Company does not undertake any obligation
to update or revise publicly any forward-looking statement, whether
as a result of new information, future events, or otherwise. Information
contained in this Annual Report 2025 relating to the Company or its
share price, or the yield on its shares, should not be relied upon as an
indicator of future performance. Nothing in this Annual Report 2025
should be construed as a profit forecast.
228
Rentokil Initial plc
Annual Report 2025
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World Land Trust.
Balancing is delivered by World Land Trust, an
international conservation charity, who offset carbon
emissions through the purchase and preservation of
high conservation value land.
Through protecting standing forests, under threat of
clearance, carbon is locked in that would otherwise be
released. These protected forests are then able to
continue absorbing carbon from the atmosphere, referred
to as REDD (Reduced Emissions from Deforestation and
forest Degradation). This is now recognised as one of the
most cost-effective and swiftest ways to arrest the rise in
atmospheric CO
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and global warming effects. Additional
to the carbon benefits is the flora and fauna this land
preserves, including a number of species identified at risk
of extinction on the IUCN Red List of Threatened Species.
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